Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 26, 2021 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0001001385 | |
Entity Registrant Name | Northwest Pipe Co. | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 0-27140 | |
Entity Incorporation, State or Country Code | OR | |
Entity Tax Identification Number | 93-0557988 | |
Entity Address, Address Line One | 201 NE Park Plaza Drive, 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 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | NWPX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 9,857,961 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Net sales | $ 72,311 | $ 68,923 |
Cost of sales | 63,536 | 59,344 |
Gross profit | 8,775 | 9,579 |
Selling, general, and administrative expense | 5,830 | 7,945 |
Operating income | 2,945 | 1,634 |
Other income (expense) | 59 | (401) |
Interest income | 0 | 22 |
Interest expense | (227) | (219) |
Income before income taxes | 2,777 | 1,036 |
Income tax expense | 602 | 472 |
Net income | $ 2,175 | $ 564 |
us-gaap_EarningsPerShareAbstract | ||
Basic (in dollars per share) | $ 0.22 | $ 0.06 |
Diluted (in dollars per share) | $ 0.22 | $ 0.06 |
Shares used in per share calculations: | ||
Basic (in shares) | 9,814 | 9,751 |
Diluted (in shares) | 9,921 | 9,829 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Net income | $ 2,175 | $ 564 |
Other comprehensive income, net of tax: | ||
Pension liability adjustment | 29 | 25 |
Unrealized gain on cash flow hedges | 32 | 79 |
Other comprehensive income, net of tax | 61 | 104 |
Comprehensive income | $ 2,236 | $ 668 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 29,893 | $ 37,927 |
Trade and other receivables, less allowance for doubtful accounts of $782 and $767 | 40,214 | 42,680 |
Contract assets | 75,466 | 76,985 |
Inventories | 33,177 | 29,177 |
Prepaid expenses and other | 5,560 | 5,194 |
Total current assets | 184,310 | 191,963 |
Property and equipment, less accumulated depreciation and amortization of $98,702 and $96,684 | 109,423 | 110,184 |
Operating lease right-of-use assets | 34,228 | 30,813 |
Goodwill | 22,985 | 22,985 |
Intangible assets, net | 10,202 | 10,518 |
Other assets | 6,167 | 6,552 |
Total assets | 367,315 | 373,015 |
Current liabilities: | ||
Current portion of long-term debt | 3,131 | 7,701 |
Accounts payable | 13,260 | 12,993 |
Accrued liabilities | 14,607 | 16,814 |
Contract liabilities | 2,034 | 6,189 |
Current portion of operating lease liabilities | 2,382 | 2,204 |
Total current liabilities | 35,414 | 45,901 |
Long-term debt | 5,106 | 5,888 |
Operating lease liabilities | 31,236 | 27,911 |
Deferred income taxes | 12,750 | 12,481 |
Other long-term liabilities | 10,472 | 11,208 |
Total liabilities | 94,978 | 103,389 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity: | ||
Preferred stock, $.01 par value, 10,000,000 shares authorized, none issued or outstanding | 0 | 0 |
Common stock, $.01 par value, 15,000,000 shares authorized, 9,857,961 and 9,805,437 shares issued and outstanding | 99 | 98 |
Additional paid-in-capital | 123,487 | 123,013 |
Retained earnings | 150,556 | 148,381 |
Accumulated other comprehensive loss | (1,805) | (1,866) |
Total stockholders’ equity | 272,337 | 269,626 |
Total liabilities and stockholders’ equity | $ 367,315 | $ 373,015 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Allowance for doubtful accounts | $ 782 | $ 767 |
Accumulated depreciation and amortization | $ 98,702 | $ 96,684 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 15,000,000 | 15,000,000 |
Common stock, shares issued (in shares) | 9,857,961 | 9,805,437 |
Common stock, shares outstanding (in shares) | 9,857,961 | 9,805,437 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Balances (in shares) at Dec. 31, 2019 | 9,746,979 | ||||
Balances at Dec. 31, 2019 | $ 97 | $ 120,544 | $ 129,331 | $ (1,814) | $ 248,158 |
Net income | 0 | 0 | 564 | 0 | 564 |
Pension liability adjustment | 0 | 0 | 0 | 25 | 25 |
Unrealized gain (loss) on cash flow hedges, net of tax expense/benefit | $ 0 | 0 | 0 | 79 | 79 |
Issuance of common stock under stock compensation plans (in shares) | 41,016 | ||||
Issuance of common stock under stock compensation plans | $ 1 | (102) | 0 | 0 | (101) |
Share-based compensation expense | $ 0 | 460 | 0 | 0 | 460 |
Balances (in shares) at Mar. 31, 2020 | 9,787,995 | ||||
Balances at Mar. 31, 2020 | $ 98 | 120,902 | 129,895 | (1,710) | 249,185 |
Balances (in shares) at Dec. 31, 2020 | 9,805,437 | ||||
Balances at Dec. 31, 2020 | $ 98 | 123,013 | 148,381 | (1,866) | 269,626 |
Net income | 0 | 0 | 2,175 | 0 | 2,175 |
Pension liability adjustment | 0 | 0 | 0 | 29 | 29 |
Unrealized gain (loss) on cash flow hedges, net of tax expense/benefit | $ 0 | 0 | 0 | 32 | 32 |
Issuance of common stock under stock compensation plans (in shares) | 52,524 | ||||
Issuance of common stock under stock compensation plans | $ 1 | (223) | 0 | 0 | (222) |
Share-based compensation expense | $ 0 | 697 | 0 | 0 | 697 |
Balances (in shares) at Mar. 31, 2021 | 9,857,961 | ||||
Balances at Mar. 31, 2021 | $ 99 | $ 123,487 | $ 150,556 | $ (1,805) | $ 272,337 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Pension liability adjustment, tax expense/benefit | $ 0 | $ 0 |
Unrealized gain (loss) on cash flow hedges, tax expense/benefit | $ 8 | $ 23 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net income | $ 2,175 | $ 564 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation and finance lease amortization | 2,698 | 3,031 |
Amortization of intangible assets | 316 | 399 |
Deferred income taxes | 271 | 712 |
Share-based compensation expense | 697 | 460 |
Other, net | (68) | (232) |
Trade and other receivables | 2,308 | 5,213 |
Contract assets, net | (2,636) | 8,683 |
Inventories | (3,988) | (3,068) |
Prepaid expenses and other assets | 1,203 | 2,179 |
Accounts payable | 165 | 1,320 |
Accrued and other liabilities | (3,727) | (4,225) |
Net cash provided by (used in) operating activities | (586) | 15,036 |
Cash flows from investing activities: | ||
Acquisition of business, net of cash acquired | 0 | (48,728) |
Purchases of property and equipment | (1,861) | (2,936) |
Other investing activities | 99 | 0 |
Net cash used in investing activities | (1,762) | (51,664) |
Cash flows from financing activities: | ||
Borrowings on line of credit | 0 | 41,377 |
Repayments on line of credit | 0 | (41,377) |
Borrowings on long-term debt | 0 | 15,879 |
Payments on long-term debt | (5,364) | 0 |
Payments on finance lease obligations | (100) | (103) |
Payments of debt issuance costs | 0 | (405) |
Tax withholdings related to net share settlements of restricted stock and performance share awards | (222) | (101) |
Net cash provided by (used in) financing activities | (5,686) | 15,270 |
Change in cash and cash equivalents | (8,034) | (21,358) |
Cash and cash equivalents, beginning of period | 37,927 | 31,014 |
Cash and cash equivalents, end of period | 29,893 | 9,656 |
Noncash investing and financing activities: | ||
Accrued property and equipment purchases | 428 | 445 |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 4,656 | $ 0 |
Note 1 - Organization and Basis
Note 1 - Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. Organization and Basis of Presentation Northwest Pipe Company (the “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 linings, coatings, joints, and one one The Condensed Consolidated Financial Statements are expressed in United States Dollars and include the accounts of the Company and its subsidiaries over which the Company exercises control as of the financial statement date. Intercompany accounts and transactions have been eliminated. The accompanying unaudited interim Condensed Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. The financial information as of December 31, 2020 10‑K December 31, 2020 “2020 10‑K” 2020 10‑K. Operating results for the three March 31, 2021 not may December 31, 2021, 2019 “COVID‑19” Impact of the COVID 19 In March 2020, COVID‑19 COVID‑19 not first three 2021, COVID‑19 may may COVID‑19 may COVID‑19 |
Note 2 - Business Combination
Note 2 - Business Combination | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | 2. Business Combination On January 31, 2020, three The following table summarizes the purchase consideration and fair value of the assets acquired and liabilities assumed as of January 31, 2020 Assets Cash and cash equivalents $ 691 Trade and other receivables 7,089 Inventories 5,673 Prepaid expenses and other 356 Property and equipment 9,096 Operating lease right-of-use assets 21,684 Intangible assets 11,165 Total assets acquired 55,754 Liabilities Accounts payable 1,395 Accrued liabilities 1,189 Operating lease liabilities 20,454 Deferred income taxes 5,343 Other long-term liabilities 939 Total liabilities assumed 29,320 Goodwill 22,985 Total purchase consideration $ 49,419 The purchase consideration for this business combination was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date, with the remaining unallocated purchase consideration recorded as goodwill. As a result of additional information obtained during the measurement period about facts and circumstances that existed as of the acquisition date, the Company recorded measurement period adjustments during the three June 30, 2020 The following table summarizes the components of the intangible assets acquired and their estimated useful lives: Estimated Useful Life Fair Value (In years) (In thousands) 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 arose from the acquisition of an assembled workforce, expansion of product offerings, and management’s industry know-how. The Company does not The Company incurred transaction costs associated with this acquisition of $2.5 million during the three March 31, 2020. The following unaudited pro forma summary presents the consolidated results of the Company as if the acquisition of Geneva had occurred on January 1 Three Months Ended March 31, 2020 Net sales $ 72,512 Net income 2,424 This unaudited pro forma consolidated financial data is included only for the purpose of illustration and does not January 1 not January 1 January 1 |
Note 3 - Inventories
Note 3 - Inventories | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | 3. Inventories Inventories consist of the following (in thousands): March 31, 2021 December 31, 2020 Raw materials $ 24,570 $ 20,631 Work-in-process 1,076 1,416 Finished goods 5,799 5,489 Supplies 1,732 1,641 Total inventories $ 33,177 $ 29,177 |
Note 4 - Fair Value Measurement
Note 4 - Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | 4. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability, in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants at the measurement date. The authoritative guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three 1 2 3 no The following table summarizes information regarding the Company’s financial assets and liabilities that are measured at fair value on a recurring basis (in thousands): Total Level 1 Level 2 Level 3 As of March 31, 2021 Financial assets: Deferred compensation plan $ 4,410 $ 3,734 $ 676 $ - Financial liabilities: Foreign currency forward contracts $ (910 ) $ - $ (910 ) $ - As of December 31, 2020 Financial assets: Deferred compensation plan $ 4,717 $ 3,884 $ 833 $ - Financial liabilities: Foreign currency forward contracts $ (1,150 ) $ - $ (1,150 ) $ - The deferred compensation plan assets consist of cash and several publicly traded stock and bond mutual funds, valued using quoted market prices in active markets, classified as Level 1 2 The Company’s foreign currency forward contracts are derivatives valued using various pricing models or discounted cash flow analyses that incorporate observable market parameters, such as interest rate yield curves and currency rates, and are classified as Level 2 The net carrying amounts of cash and cash equivalents, trade and other receivables, accounts payable, accrued liabilities, and revolving loan borrowings approximate fair value due to the short-term nature of these instruments. The Company is obligated to repay the carrying value of the Company’s long-term debt. The fair value of the Company’s long-term debt is calculated using interest rates for the Company’s existing debt arrangements which are classified as Level 2 March 31, 2021, |
Note 5 - Derivative Instruments
Note 5 - Derivative Instruments and Hedging Activities | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | 5. Derivative Instruments and Hedging Activities For each foreign currency forward contract entered into in which the Company seeks to obtain cash flow hedge accounting treatment, the Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking the hedge transaction, the nature of the risk being hedged, how the hedging instrument’s effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method of measuring ineffectiveness. This process includes linking all foreign currency forward contracts to specific firm commitments or forecasted transactions and designating the foreign currency forward contracts as cash flow hedges. The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the foreign currency forward contracts that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items. The effective portion of these hedged items is reflected in Unrealized gain on cash flow hedges on the Condensed Consolidated Statements of Comprehensive Income. If it is determined that a foreign currency forward contract is not As of March 31, 2021 December 31, 2020, CAD$12.5 CAD$19.5 March 31, 2021, May 2022 As of March 31, 2021 December 31, 2020, not three March 31, 2021 2020, March 31, 2021, twelve |
Note 6 - Share-based Compensati
Note 6 - Share-based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Share-based Payment Arrangement [Text Block] | 6. Share-based Compensation The Company has one 2007 The Company recognizes the compensation cost of employee and director services received in exchange for awards of equity instruments based on the grant date estimated fair value of the awards. The Company estimates the fair value of RSUs and PSAs using the value of the Company’s stock on the date of grant. Share-based compensation cost is recognized over the period during which the employee or director is required to provide service in exchange for the award and, as forfeitures occur, the associated compensation cost recognized to date is reversed. For awards with performance-based payout conditions, the Company recognizes compensation cost based on the probability of achieving the performance conditions, with changes in expectations recognized as an adjustment to earnings in the period of change. Any recognized compensation cost is reversed if the conditions are ultimately not The following table summarizes share-based compensation expense recorded (in thousands): Three Months Ended March 31, 2021 2020 Cost of sales $ 230 $ 142 Selling, general, and administrative expense 467 318 Total $ 697 $ 460 Restricted Stock Units and Performance Share Awards The Company’s stock incentive plan provides for equity instruments, such as RSUs and PSAs, which grant the right to receive a specified number of shares over a specified period of time. RSUs are service-based awards and vest according to vesting schedules, which range from immediate to ratably over a three The following table summarizes the Company’s RSU and PSA activity: Number of RSUs and PSAs (1) Weighted- Average Grant Date Fair Value Unvested RSUs and PSAs as of December 31, 2020 129,572 $ 25.86 RSUs and PSAs granted 90,368 33.30 RSUs and PSAs vested (2) (58,809 ) 25.53 Unvested RSUs and PSAs as of March 31, 2021 161,131 30.26 ( 1 The number of PSAs disclosed in this table are at the target level of 100%. ( 2 For the PSAs vested on March 31, 2021, 2019 2020 2020 The unvested balance of RSUs and PSAs as of March 31, 2021 As of March 31, 2021, |
Note 7 - Commitments and Contin
Note 7 - Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 7. Commitments and Contingencies Portland Harbor Superfund Site In December 2000, not December 2000, February 2016, June 2016, January 2017, not no The ODEQ is separately providing oversight of voluntary investigations and source control activities by the Company involving the Company's site, which are focused on controlling any current “uplands” releases of contaminants into the Willamette River. No not Concurrent with the activities of the EPA and the ODEQ, the Portland Harbor Natural Resources Trustee Council (“Trustees”) sent some or all of the same parties, including the Company, a notice of intent to perform a Natural Resource Damage Assessment (“NRDA”) for the Portland Harbor Superfund Site to determine the nature and extent of natural resource damages under CERCLA Section 107. three one June 2014, not may In January 2017, 2009, not The Company has insurance policies for defense costs, as well as indemnification policies it believes will provide reimbursement for the remediation assessed. However, the Company can provide no may All Sites The Company operates its facilities under numerous governmental permits and licenses relating to air emissions, stormwater runoff, and other environmental matters. The Company’s operations are also governed by many other laws and regulations, including those relating to workplace safety and worker health, principally the Occupational Safety and Health Act and regulations there under which, among other requirements, establish noise and dust standards. The Company believes it is in material compliance with its permits and licenses and these laws and regulations, and the Company does not Other Contingencies and Legal Proceedings From time to time, the Company is involved in litigation relating to claims arising out of its operations in the normal course of its business. The Company maintains insurance coverage against potential claims in amounts that are believed to be adequate. To the extent that insurance does not not Guarantees The Company has entered into certain letters of credit that total $1.6 million as of March 31, 2021. |
Note 8 - Revenue
Note 8 - Revenue | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Revenue from Contract with Customer [Text Block] | 8. Revenue The Company manufactures water infrastructure steel pipe products, which are generally made to custom specifications for installation contractors serving projects funded by public water agencies, as well as precast and reinforced concrete products. Generally, each of the Company’s contracts with its customers contains a single performance obligation, as the promise to transfer products is not not Revenue for water infrastructure steel pipe products is recognized over time as the manufacturing process progresses because of the Company’s right to payment for work performed to date plus a reasonable profit on cancellations for unique products that have no may Revisions in contract estimates resulted in an increase (decrease) in revenue of $1.3 million and $(0.4) million for the three March 31, 2021 2020, Revenue for water infrastructure concrete pipe and precast concrete products is recognized at the time control is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for the products. All variable consideration that may not The Company does not Disaggregation of Revenue The following table disaggregates revenue by recognition over time or at a point in time, as the Company believes it best depicts how the nature, amount, timing, and uncertainty of its revenue and cash flows are affected by economic factors (in thousands): Three Months Ended March 31, 2021 2020 Over time $ 60,057 $ 60,878 Point in time 12,254 8,045 Net sales $ 72,311 $ 68,923 Contract Assets and Liabilities Contract assets primarily represent revenue earned over time but not 30 Contract liabilities represent advance billings on contracts, typically for steel. The Company recognized revenue that was included in the contract liabilities balance at the beginning of each period of $4.7 three March 31, 2021 2020, Backlog Backlog represents the balance of remaining performance obligations under signed contracts for water infrastructure steel pipe products for which revenue is recognized over time. As of March 31, 2021, $178 65% 2021 32% 2022 |
Note 9 - Income Taxes
Note 9 - Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 9. Income Taxes The Company files income tax returns in the United States Federal jurisdiction, in a limited number of foreign jurisdictions, and in many state jurisdictions. With few exceptions, the Company is no 2016. The Company recorded income tax expense at an estimated effective income tax rate of 21.7% and 45.6% for the three March 31, 2021 2020, three March 31, 2021 three March 31, 2020 |
Note 10 - Net Income Per Share
Note 10 - Net Income Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 10. Net Income per Share Basic net income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share is computed by giving effect to all potential shares of common stock, including stock options, RSUs, and PSAs, to the extent dilutive. Performance-based PSAs are considered dilutive when the related performance conditions have been met assuming the end of the reporting period represents the end of the performance period. In periods with a net loss, all potential shares of common stock are excluded from the computation of diluted net loss per share as the impact would be antidilutive. Net income per basic and diluted weighted-average common share outstanding was calculated as follows (in thousands, except per share amounts): Three Months Ended March 31, 2021 2020 Net income $ 2,175 $ 564 Basic weighted-average common shares outstanding 9,814 9,751 Effect of potentially dilutive common shares (1) 107 78 Diluted weighted-average common shares outstanding 9,921 9,829 Net income per common share: Basic $ 0.22 $ 0.06 Diluted $ 0.22 $ 0.06 ( 1 The weighted-average number of antidilutive shares not three March 31, 2021. three March 31, 2020. |
Note 11 - Recent Accounting and
Note 11 - Recent Accounting and Reporting Developments | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Accounting Standards Update and Change in Accounting Principle [Text Block] | 11. Recent Accounting and Reporting Developments There have been no 2020 10‑K, Accounting Changes In August 2018, No. 2018 ‑ 14, 715 ‑ 20 2018 ‑ 14” 2018 ‑ 14 January 1, 2021 not In December 2019, No. 2019 ‑ 12, 740 2019 ‑ 12” 740, 740” 2019 ‑ 12 740 2019 ‑ 12 January 1, 2021 not |
Note 2 - Business Combination (
Note 2 - Business Combination (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Notes Tables | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Assets Cash and cash equivalents $ 691 Trade and other receivables 7,089 Inventories 5,673 Prepaid expenses and other 356 Property and equipment 9,096 Operating lease right-of-use assets 21,684 Intangible assets 11,165 Total assets acquired 55,754 Liabilities Accounts payable 1,395 Accrued liabilities 1,189 Operating lease liabilities 20,454 Deferred income taxes 5,343 Other long-term liabilities 939 Total liabilities assumed 29,320 Goodwill 22,985 Total purchase consideration $ 49,419 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block] | Estimated Useful Life Fair Value (In years) (In thousands) Customer relationships 11.0 $ 8,031 Trade names 10.0 2,093 Backlog 0.9 1,041 Total intangible assets 9.9 $ 11,165 |
Business Acquisition, Pro Forma Information [Table Text Block] | Three Months Ended March 31, 2020 Net sales $ 72,512 Net income 2,424 |
Note 3 - Inventories (Tables)
Note 3 - Inventories (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Notes Tables | |
Schedule Of Inventory Current And Non Current [Table Text Block] | March 31, 2021 December 31, 2020 Raw materials $ 24,570 $ 20,631 Work-in-process 1,076 1,416 Finished goods 5,799 5,489 Supplies 1,732 1,641 Total inventories $ 33,177 $ 29,177 |
Note 4 - Fair Value Measureme_2
Note 4 - Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Total Level 1 Level 2 Level 3 As of March 31, 2021 Financial assets: Deferred compensation plan $ 4,410 $ 3,734 $ 676 $ - Financial liabilities: Foreign currency forward contracts $ (910 ) $ - $ (910 ) $ - As of December 31, 2020 Financial assets: Deferred compensation plan $ 4,717 $ 3,884 $ 833 $ - Financial liabilities: Foreign currency forward contracts $ (1,150 ) $ - $ (1,150 ) $ - |
Note 6 - Share-based Compensa_2
Note 6 - Share-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Notes Tables | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] | Three Months Ended March 31, 2021 2020 Cost of sales $ 230 $ 142 Selling, general, and administrative expense 467 318 Total $ 697 $ 460 |
Schedule of Unvested Restricted Stock Units and Performance Share Awards Activity [Table Text Block] | Number of RSUs and PSAs (1) Weighted- Average Grant Date Fair Value Unvested RSUs and PSAs as of December 31, 2020 129,572 $ 25.86 RSUs and PSAs granted 90,368 33.30 RSUs and PSAs vested (2) (58,809 ) 25.53 Unvested RSUs and PSAs as of March 31, 2021 161,131 30.26 |
Note 8 - Revenue (Tables)
Note 8 - Revenue (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Notes Tables | |
Disaggregation of Revenue [Table Text Block] | Three Months Ended March 31, 2021 2020 Over time $ 60,057 $ 60,878 Point in time 12,254 8,045 Net sales $ 72,311 $ 68,923 |
Note 10 - Net Income Per Share
Note 10 - Net Income Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended March 31, 2021 2020 Net income $ 2,175 $ 564 Basic weighted-average common shares outstanding 9,814 9,751 Effect of potentially dilutive common shares (1) 107 78 Diluted weighted-average common shares outstanding 9,921 9,829 Net income per common share: Basic $ 0.22 $ 0.06 Diluted $ 0.22 $ 0.06 |
Note 1 - Organization and Bas_2
Note 1 - Organization and Basis of Presentation (Details Textual) | Jan. 31, 2020 | Mar. 31, 2021 |
Number of Operating Segments | 1 | 1 |
Note 2 - Business Combination_2
Note 2 - Business Combination (Details Textual) $ in Thousands | Jan. 31, 2020USD ($) | Mar. 31, 2021 | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) |
Number of Operating Segments | 1 | 1 | ||
Geneva Pipe Company, Inc. [Member] | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||
Business Combination, Consideration Transferred, Total | $ 49,419 | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Trade and Other Receivables | $ (100) | |||
Business Combination, Acquisition Related Costs | $ 2,500 |
Note 2 - Business Combination -
Note 2 - Business Combination - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jan. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Liabilities | |||
Goodwill | $ 22,985 | $ 22,985 | |
Geneva Pipe Company, Inc. [Member] | |||
Assets | |||
Cash and cash equivalents | $ 691 | ||
Trade and other receivables | 7,089 | ||
Inventories | 5,673 | ||
Prepaid expenses and other | 356 | ||
Property and equipment | 9,096 | ||
Operating lease right-of-use assets | 21,684 | ||
Intangible assets | 11,165 | ||
Total assets acquired | 55,754 | ||
Liabilities | |||
Accounts payable | 1,395 | ||
Accrued liabilities | 1,189 | ||
Operating lease liabilities | 20,454 | ||
Deferred income taxes | 5,343 | ||
Other long-term liabilities | 939 | ||
Total liabilities assumed | 29,320 | ||
Goodwill | 22,985 | ||
Total purchase consideration | $ 49,419 |
Note 2 - Business Combination_3
Note 2 - Business Combination - Intangible Assets Acquired (Details) - Geneva Pipe Company, Inc. [Member] $ in Thousands | Jan. 31, 2020USD ($) |
Intangible Asset Acquired, Useful Life (Year) | 9 years 10 months 24 days |
Intangible Asset Acquired, Fair Value | $ 11,165 |
Customer Relationships [Member] | |
Intangible Asset Acquired, Useful Life (Year) | 11 years |
Intangible Asset Acquired, Fair Value | $ 8,031 |
Trade Names [Member] | |
Intangible Asset Acquired, Useful Life (Year) | 10 years |
Intangible Asset Acquired, Fair Value | $ 2,093 |
Backlog [Member] | |
Intangible Asset Acquired, Useful Life (Year) | 10 months 24 days |
Intangible Asset Acquired, Fair Value | $ 1,041 |
Note 2 - Business Combination_4
Note 2 - Business Combination - Pro Forma Summary (Details) - Geneva Pipe Company, Inc. [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Net sales | $ 72,512 |
Net income | $ 2,424 |
Note 3 - Inventories - Componen
Note 3 - Inventories - Components of Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Raw materials | $ 24,570 | $ 20,631 |
Work-in-process | 1,076 | 1,416 |
Finished goods | 5,799 | 5,489 |
Supplies | 1,732 | 1,641 |
Total inventories | $ 33,177 | $ 29,177 |
Note 4 - Fair Value Measureme_3
Note 4 - Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Deferred compensation plan | $ 4,410 | $ 4,717 |
Foreign currency forward contracts | (910) | (1,150) |
Fair Value, Inputs, Level 1 [Member] | ||
Deferred compensation plan | 3,734 | 3,884 |
Foreign currency forward contracts | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Deferred compensation plan | 676 | 833 |
Foreign currency forward contracts | (910) | (1,150) |
Fair Value, Inputs, Level 3 [Member] | ||
Deferred compensation plan | 0 | 0 |
Foreign currency forward contracts | $ 0 | $ 0 |
Note 5 - Derivative Instrumen_2
Note 5 - Derivative Instruments and Hedging Activities (Details Textual) - Foreign Exchange Forward [Member] $ in Thousands, $ in Millions | 3 Months Ended | ||||
Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2021CAD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020CAD ($) | |
Unrealized Loss on Foreign Currency Derivatives, before Tax | $ 100 | ||||
Foreign Currency Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months | 0 | ||||
Designated as Hedging Instrument [Member] | |||||
Derivative, Notional Amount | 9,900 | $ 12.5 | $ 15,300 | $ 19.5 | |
Not Designated as Hedging Instrument [Member] | |||||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net, Total | $ 0 | $ 300 |
Note 6 - Share-based Compensa_3
Note 6 - Share-based Compensation (Details Textual) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021USD ($)shares | Dec. 31, 2020 | Dec. 31, 2019 | |
Number Of Active Stock Incentive Plans | 1 | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year) | 3 years | ||
Performance Shares [Member] | |||
Restricted Stock Units and Performance Share Award Target Level, Percentage | 100.00% | ||
Performance Awards Issued Multiplier | 200.00% | 126.00% | |
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Nonvested Number At Target Level Of Performance (in shares) | shares | 116,000 | ||
Performance Shares [Member] | Minimum [Member] | |||
Performance Awards Issued Multiplier | 0.00% | ||
Performance Shares [Member] | Maximum [Member] | |||
Performance Awards Issued Multiplier | 200.00% | ||
Restricted Stock Units and Performance Stock Awards [Member] | |||
Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ | $ 5 | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 2 years |
Note 6 - Share-based Compensa_4
Note 6 - Share-based Compensation - Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based compensation expense | $ 697 | $ 460 |
Cost of Sales [Member] | ||
Share-based compensation expense | 230 | 142 |
Selling, General and Administrative Expenses [Member] | ||
Share-based compensation expense | $ 467 | $ 318 |
Note 6 - Share-based Compensa_5
Note 6 - Share-based Compensation - RSU and PSA Activity (Details) - Restricted Stock Units and Performance Stock Awards [Member] | 3 Months Ended | |
Mar. 31, 2021$ / sharesshares | ||
Unvested RSUs and PSAs (in shares) | shares | 129,572 | [1] |
Unvested RSUs and PSAs, weighted average grant date fair value (in dollars per share) | $ / shares | $ 25.86 | |
RSUs and PSAs granted (in shares) | shares | 90,368 | [1] |
RSUs and PSAs granted, weighted average grant date fair value (in dollars per share) | $ / shares | $ 33.30 | |
RSUs and PSAs vested (2) (in shares) | shares | (58,809) | [1],[2] |
RSUs and PSAs vested (2) (in dollars per share) | $ / shares | $ 25.53 | [2] |
Unvested RSUs and PSAs (in shares) | shares | 161,131 | [1] |
Unvested RSUs and PSAs, weighted average grant date fair value (in dollars per share) | $ / shares | $ 30.26 | |
[1] | The number of PSAs disclosed in this table are at the target level of 100%. | |
[2] | For the PSAs vested on March 31, 2021, the actual number of common shares that were issued was determined by multiplying the PSAs by a payout percentage based on the performance-based conditions achieved. The payout percentage was 126% for the 2019-2020 performance period and 200% for the 2020 performance period. |
Note 7 - Commitments and Cont_2
Note 7 - Commitments and Contingencies (Details Textual) $ in Millions | 1 Months Ended | 3 Months Ended | |
Jan. 31, 2017USD ($) | Mar. 31, 2021USD ($) | Jun. 30, 2014USD ($) | |
Fire [Member] | |||
Business Interruption, Incremental Production Costs, Net of Insurance Recovery | $ 1.6 | ||
Portland Harbor Natural Resources Trustee Council [Member] | |||
Loss Contingency, Accrual, Current | $ 0.4 | ||
Portland Harbor Superfund Site [Member] | |||
Number Of Potentially Responsible Parties | 150 | ||
Estimated Cost of EPA Selected Remedy | $ 1,000 | ||
Estimated Time to Complete Selected EPA Remedy (Year) | 13 years | ||
Lower Willamette Group [Member] | |||
Number Of Potentially Responsible Parties | 14 |
Note 8 - Revenue 1 (Details Tex
Note 8 - Revenue 1 (Details Textual) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Increase (Decrease) in Revenue from Contract with Customers, Including Assessed Tax | $ 1.3 | $ (0.4) |
Contract with Customer, Liability, Revenue Recognized | 4.7 | $ 6.2 |
Revenue, Remaining Performance Obligation, Amount | $ 178 |
Note 8 - Revenue 2 (Details Tex
Note 8 - Revenue 2 (Details Textual) | Mar. 31, 2021 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | |
Revenue, Remaining Performance Obligation, Percentage | 65.00% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Year) | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Percentage | 32.00% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Year) | 1 year |
Note 8 - Revenue - Disaggregati
Note 8 - Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Net sales | $ 72,311 | $ 68,923 |
Transferred over Time [Member] | ||
Net sales | 60,057 | 60,878 |
Transferred at Point in Time [Member] | ||
Net sales | $ 12,254 | $ 8,045 |
Note 9 - Income Taxes (Details
Note 9 - Income Taxes (Details Textual) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Percent, Total | 21.70% | 45.60% |
Note 10 - Net Income Per Shar_2
Note 10 - Net Income Per Share (Details Textual) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 7,000 | 0 |
Note 10 - Net Income Per Shar_3
Note 10 - Net Income Per Share - Net Loss Per Basic and Diluted Weighted Average Common Shares Outstanding (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Net income | $ 2,175 | $ 564 | |
Basic weighted-average common shares outstanding (in shares) | 9,814 | 9,751 | |
Effect of potentially dilutive common shares (1) (in shares) | [1] | 107 | 78 |
Diluted weighted-average common shares outstanding (in shares) | 9,921 | 9,829 | |
Basic (in dollars per share) | $ 0.22 | $ 0.06 | |
Diluted (in dollars per share) | $ 0.22 | $ 0.06 | |
[1] | The weighted-average number of antidilutive shares not included in the computation of diluted net income per share was approximately 7,000 for the three months ended March 31, 2021. |