Northwest Pipe (NWPX) 10-Q 2023 Q3 Quarterly report

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, 2023

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
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

201 NE Park Plaza Drive, Suite 100

Vancouver, Washington 98684

(Address of principal executive offices and Zip Code)

360‑397‑6250

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	NWPX	Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S‑T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act).  Yes  ☐    No  ☒

The number of shares outstanding of the registrant’s common stock as of October 25, 2023 was 10,014,196 shares.

NORTHWEST PIPE COMPANY

FORM 10‑Q

TABLE OF CONTENTS

	Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited):
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022	2
Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2023 and 2022	3
Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022	4
Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2023 and 2022	5
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022	7
Notes to Condensed Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3. Quantitative and Qualitative Disclosures About Market Risk	27
Item 4. Controls and Procedures	28
PART II - OTHER INFORMATION
Item 1. Legal Proceedings	29
Item 1A. Risk Factors	29
Item 5. Other Information	29
Item 6. Exhibits	30
Signatures	31

1

Part I – FINANCIAL INFORMATION

Item 1. Financial Statements

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,
	2023			2022			2023			2022
Net sales	$	118,722		$	122,984		$	334,191		$	350,837
Cost of sales		99,428			97,866			275,839			286,853
Gross profit		19,294			25,118			58,352			63,984
Selling, general, and administrative expense		10,237			10,654			33,119			30,149
Operating income		9,057			14,464			25,233			33,835
Other income (expense)		(61	)		11			(224	)		56
Interest expense		(1,162	)		(964	)		(3,722	)		(2,393	)
Income before income taxes		7,834			13,511			21,287			31,498
Income tax expense		2,016			3,555			5,659			8,310
Net income	$	5,818		$	9,956		$	15,628		$	23,188
Net income per share:
Basic	$	0.58		$	1.00		$	1.57		$	2.34
Diluted	$	0.58		$	0.99		$	1.55		$	2.32
Shares used in per share calculations:
Basic		10,014			9,927			9,985			9,909
Diluted		10,107			10,010			10,088			9,988

The accompanying notes are an integral part of these condensed consolidated financial statements.

2

NORTHWEST PIPE COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2023			2022		2023			2022
Net income	$	5,818		$	9,956	$	15,628		$	23,188
Other comprehensive income (loss), net of tax:
Pension liability adjustment		29			22		88			66
Unrealized gain (loss) on foreign currency forward contracts designated as cash flow hedges		3			158		(98	)		(245	)
Unrealized gain (loss) on interest rate swaps designated as cash flow hedges		(59	)		428		(152	)		661
Other comprehensive income (loss), net of tax		(27	)		608		(162	)		482
Comprehensive income	$	5,791		$	10,564	$	15,466		$	23,670

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

NORTHWEST PIPE COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollar amounts in thousands, except per share amounts)

	September 30, 2023			December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	4,058		$	3,681
Trade and other receivables, less allowance for doubtful accounts of $284 and $369		66,997			71,563
Contract assets		105,420			121,778
Inventories		83,093			71,029
Prepaid expenses and other		6,638			10,689
Total current assets		266,206			278,740
Property and equipment, less accumulated depreciation and amortization of $124,175 and $117,856		139,812			133,166
Operating lease right-of-use assets		89,605			93,124
Goodwill		55,504			55,504
Intangible assets, net		32,117			35,264
Other assets		5,844			5,542
Total assets	$	589,088		$	601,340
Liabilities and Stockholders’ Equity
Current liabilities:
Current debt	$	10,756		$	10,756
Accounts payable		31,156			26,968
Accrued liabilities		23,786			30,957
Contract liabilities		17,264			17,456
Current portion of operating lease liabilities		4,899			4,702
Total current liabilities		87,861			90,839
Borrowings on line of credit		58,076			83,696
Operating lease liabilities		86,529			89,472
Deferred income taxes		11,639			11,402
Other long-term liabilities		9,845			7,657
Total liabilities		253,950			283,066
Commitments and contingencies (Note 8)
Stockholders’ equity:
Preferred stock, $.01 par value, 10,000,000 shares authorized, none issued or outstanding		-			-
Common stock, $.01 par value, 15,000,000 shares authorized, 10,014,196 and 9,927,360 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		100			99
Additional paid-in-capital		129,308			127,911
Retained earnings		206,681			191,053
Accumulated other comprehensive loss		(951	)		(789	)
Total stockholders’ equity		335,138			318,274
Total liabilities and stockholders’ equity	$	589,088		$	601,340

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

NORTHWEST PIPE COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(Dollar amounts in thousands)

									Accumulated
					Additional				Other			Total
	Common Stock				Paid-In-		Retained		Comprehensive			Stockholders’
	Shares		Amount		Capital		Earnings		Loss			Equity
Balances, June 30, 2023		10,014,196	$	100	$	128,562	$	200,863	$	(924	)	$	328,601
Net income		-		-		-		5,818		-			5,818
Other comprehensive income (loss):
Pension liability adjustment, net of tax expense of $0		-		-		-		-		29			29
Unrealized gain on foreign currency forward contracts designated as cash flow hedges, net of tax expense of $1		-		-		-		-		3			3
Unrealized loss on interest rate swaps designated as cash flow hedges, net of tax benefit of $19		-		-		-		-		(59	)		(59	)
Share-based compensation expense		-		-		746		-		-			746
Balances, September 30, 2023		10,014,196	$	100	$	129,308	$	206,681	$	(951	)	$	335,138

									Accumulated
					Additional				Other			Total
	Common Stock				Paid-In-		Retained		Comprehensive			Stockholders’
	Shares		Amount		Capital		Earnings		Loss			Equity
Balances, June 30, 2022		9,927,360	$	99	$	125,517	$	173,136	$	(1,808	)	$	296,944
Net income		-		-		-		9,956		-			9,956
Other comprehensive income:
Pension liability adjustment, net of tax expense of $0		-		-		-		-		22			22
Unrealized gain on foreign currency forward contracts designated as cash flow hedges, net of tax benefit of $142		-		-		-		-		158			158
Unrealized gain on interest rate swap designated as cash flow hedge, net of tax expense of $141		-		-		-		-		428			428
Share-based compensation expense		-		-		1,169		-		-			1,169
Balances, September 30, 2022		9,927,360	$	99	$	126,686	$	183,092	$	(1,200	)	$	308,677

5

NORTHWEST PIPE COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY, Continued

(Unaudited)

(Dollar amounts in thousands)

										Accumulated
					Additional					Other			Total
	Common Stock				Paid-In-			Retained		Comprehensive			Stockholders’
	Shares		Amount		Capital			Earnings		Loss			Equity
Balances, December 31, 2022		9,927,360	$	99	$	127,911		$	191,053	$	(789	)	$	318,274
Net income		-		-		-			15,628		-			15,628
Other comprehensive income (loss):
Pension liability adjustment, net of tax expense of $0		-		-		-			-		88			88
Unrealized loss on foreign currency forward contracts designated as cash flow hedges, net of tax benefit of $34		-		-		-			-		(98	)		(98	)
Unrealized loss on interest rate swaps designated as cash flow hedges, net of tax benefit of $53		-		-		-			-		(152	)		(152	)
Issuance of common stock under stock compensation plans, net of tax withholdings		86,836		1		(1,653	)		-		-			(1,652	)
Share-based compensation expense		-		-		3,050			-		-			3,050
Balances, September 30, 2023		10,014,196	$	100	$	129,308		$	206,681	$	(951	)	$	335,138

										Accumulated
					Additional					Other			Total
	Common Stock				Paid-In-			Retained		Comprehensive			Stockholders’
	Shares		Amount		Capital			Earnings		Loss			Equity
Balances, December 31, 2021		9,870,567	$	99	$	125,062		$	159,904	$	(1,682	)	$	283,383
Net income		-		-		-			23,188		-			23,188
Other comprehensive income (loss):
Pension liability adjustment, net of tax expense of $0		-		-		-			-		66			66
Unrealized loss on foreign currency forward contracts designated as cash flow hedges, net of tax benefit of $83		-		-		-			-		(245	)		(245	)
Unrealized gain on interest rate swap designated as cash flow hedge, net of tax expense of $218		-		-		-			-		661			661
Issuance of common stock under stock compensation plans, net of tax withholdings		56,793		-		(853	)		-		-			(853	)
Share-based compensation expense		-		-		2,477			-		-			2,477
Balances, September 30, 2022		9,927,360	$	99	$	126,686		$	183,092	$	(1,200	)	$	308,677

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

NORTHWEST PIPE COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	Nine Months Ended September 30,
	2023			2022
Cash flows from operating activities:
Net income	$	15,628		$	23,188
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and finance lease amortization		8,644			9,321
Amortization of intangible assets		3,147			3,369
Deferred income taxes		226			(3	)
Share-based compensation expense		3,050			2,477
Other, net		1,298			(305	)
Changes in operating assets and liabilities:
Trade and other receivables		4,401			(21,588	)
Contract assets, net		16,165			3,531
Inventories		(12,064	)		(11,927	)
Prepaid expenses and other assets		7,417			8,789
Accounts payable		4,974			8,350
Accrued and other liabilities		(8,477	)		315
Net cash provided by operating activities		44,409			25,517
Cash flows from investing activities:
Purchases of property and equipment		(13,244	)		(11,792	)
Payment of working capital adjustment in acquisition of business		(2,731	)		-
Other investing activities		63			(288	)
Net cash used in investing activities		(15,912	)		(12,080	)
Cash flows from financing activities:
Borrowings on line of credit		113,047			121,103
Repayments on line of credit		(138,667	)		(136,047	)
Borrowings on other debt		-			3,525
Payments on finance lease obligations		(548	)		(409	)
Tax withholdings related to net share settlements of equity awards		(1,652	)		(853	)
Other financing activities		(300	)		(47	)
Net cash used in financing activities		(28,120	)		(12,728	)
Change in cash and cash equivalents		377			709
Cash and cash equivalents, beginning of period		3,681			2,997
Cash and cash equivalents, end of period	$	4,058		$	3,706
Noncash investing and financing activities:
Accrued property and equipment purchases	$	528		$	614
Accrued consideration in acquisition of business	$	-		$	1,820
Right-of-use assets obtained in exchange for operating lease liabilities	$	952		$	26
Right-of-use assets obtained in exchange for finance lease liabilities	$	3,243		$	894

The accompanying notes are an integral part of these condensed consolidated financial statements.

7

NORTHWEST PIPE COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Organization and Basis of Presentation

Northwest Pipe Company (collectively with its subsidiaries, the “Company”) is a leading manufacturer of water-related infrastructure products, and operates in two segments, Engineered Steel Pressure Pipe (“SPP”) and Precast Infrastructure and Engineered Systems (“Precast”). This segment presentation is consistent with how the Company’s chief operating decision maker, its Chief Executive Officer, evaluates performance of the Company and makes decisions regarding the allocation of resources. See Note 13, “Segment Information” for detailed descriptions of these segments.

In addition to being the largest manufacturer of engineered steel water pipeline systems in North America, the Company manufactures stormwater and wastewater technology products; high-quality precast and reinforced concrete products; pump lift stations; steel casing pipe, bar-wrapped concrete cylinder pipe, and one of the largest offerings of pipeline system joints, fittings, and specialized components. Strategically positioned to meet growing water and wastewater infrastructure needs, the Company provides solution-based products for a wide range of markets under the ParkUSA, Geneva Pipe and Precast, Permalok®, and Northwest Pipe Company lines. The Company is headquartered in Vancouver, Washington, and has 13 manufacturing facilities across North America.

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, 2022 is derived from the audited Consolidated Financial Statements presented in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2022 (“2022 Form 10‑K”). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and the accounting standards for interim financial statements. In the opinion of management, the accompanying Condensed Consolidated Financial Statements include all adjustments necessary (which are of a normal and recurring nature) for the fair statement of the results of the interim periods presented. The Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto together with management’s discussion and analysis of financial condition and results of operations contained in the Company’s 2022 Form 10‑K.

Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the entire fiscal year ending December 31, 2023.

2. Inventories

Inventories consist of the following (in thousands):

	September 30, 2023		December 31, 2022
Raw materials	$	59,408	$	47,978
Work-in-process		9,180		5,114
Finished goods		12,205		15,773
Supplies		2,300		2,164
Total inventories	$	83,093	$	71,029

8

3. Current Debt

The Interim Funding Agreement dated August 2, 2022 with Wells Fargo Equipment Finance, Inc. (“WFEF”), as amended January 23, 2023, March 15, 2023, July 21, 2023, and November 2, 2023 (together, the “IFA”), provides for aggregate interim funding advances up to $10.8 million of equipment purchased for a new reinforced concrete pipe mill, to be converted into a term loan upon final delivery and acceptance of the financed equipment. The IFA bore interest at the term Secured Overnight Finance Rate (“SOFR”) plus 1.75% through January 31, 2023 and the SOFR Average plus 1.75% from February 1, 2023 through November 1, 2023. Effective November 2, 2023, the IFA bears interest at the SOFR Average plus 2.00%. The IFA requires monthly payments of accrued interest and grants a security interest in the equipment to WFEF. Effective November 2, 2023, the IFA requires the Company to maintain a consolidated senior leverage ratio no greater than 3.00 to 1.00 (subject to certain exceptions) and a minimum consolidated earnings before interest, taxes, depreciation, and amortization (“EBITDA”) (as defined in the IFA) of at least $35 million for the four consecutive fiscal quarters most recently ended. As of September 30, 2023 and December 31, 2022, the outstanding balance of the IFA was $10.8 million, which is classified as a current liability since there is not a firm commitment for long-term debt financing.

4. Credit Agreement

The Credit Agreement dated June 30, 2021 with Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, and the lenders from time to time party thereto, including the initial sole lender, Wells Fargo (the “Lenders”), as amended by the Incremental Amendment dated October 22, 2021, the Second Amendment to Credit Agreement dated April 29, 2022, and the Third Amendment to Credit Agreement dated June 29, 2023 (together, the “Amended Credit Agreement”), provides for a revolving loan, swingline loan, and letters of credit in the aggregate amount of up to $125 million (“Revolver Commitment”), with an option for the Company to increase that amount by $50 million, subject to provisions of the Amended Credit Agreement. The Amended Credit Agreement will expire, and all obligations outstanding will mature, on June 29, 2028. The Company may prepay outstanding amounts at its discretion without penalty at any time, subject to applicable notice requirements.

The Amended Credit Agreement contains customary representations and warranties, as well as customary affirmative and negative covenants, events of default, and indemnification provisions in favor of the Lenders. The negative covenants include restrictions regarding the incurrence of liens and indebtedness, annual capital expenditures, certain investments, acquisitions, and dispositions, and other matters, all subject to certain exceptions. The Amended Credit Agreement requires the Company to regularly provide financial information to Wells Fargo and to maintain a consolidated senior leverage ratio no greater than 3.00 to 1.00 (subject to certain exceptions) and a minimum consolidated EBITDA (as defined in the Amended Credit Agreement) of at least $35 million for the four consecutive fiscal quarters most recently ended. Pursuant to the Amended Credit Agreement, the Company has also agreed that it will not sell, assign, or otherwise dispose or encumber, any of its owned real property. The occurrence of an event of default could result in the acceleration of the obligations under the Amended Credit Agreement. The Company was in compliance with its financial covenants as of September 30, 2023.

The Company’s obligations under the Amended Credit Agreement are secured by a senior security interest in substantially all of the Company’s and its subsidiaries’ assets.

Line of Credit (Revolving and Swingline Loans)

As of September 30, 2023 under the Amended Credit Agreement, the Company had $58.1 million of outstanding revolving loan borrowings, $1.1 million of outstanding letters of credit, and additional borrowing capacity of approximately $66 million. As of December 31, 2022 under the Amended Credit Agreement, the Company had $83.7 million of outstanding revolving loan borrowings and $1.1 million of outstanding letters of credit. Revolving loans under the Amended Credit Agreement bear interest at rates related to, at the Company’s option and subject to the provisions of the Amended Credit Agreement, either: (i) Base Rate (as defined in the Amended Credit Agreement) plus the Applicable Margin; (ii) Adjusted Term SOFR (as defined in the Amended Credit Agreement) plus the Applicable Margin; or (iii) Adjusted Daily Simple SOFR (as defined in the Amended Credit Agreement) plus the Applicable Margin. The “Applicable Margin” is 1.75% to 2.35%, depending on the Company’s Consolidated Senior Leverage Ratio (as defined in the Amended Credit Agreement) and the interest rate option chosen. Interest on outstanding revolving loans is payable monthly. Swingline loans under the Amended Credit Agreement bear interest at the Base Rate plus the Applicable Margin. As of September 30, 2023 and December 31, 2022, the weighted-average interest rate for outstanding borrowings was 7.40% and 6.07%, respectively. The Amended Credit Agreement requires the payment of a commitment fee of between 0.30% and 0.40%, based on the amount by which the Revolver Commitment exceeds the average daily balance of outstanding borrowings (as defined in the Amended Credit Agreement). Such fee is payable monthly in arrears. The Company is also obligated to pay additional fees customary for credit facilities of this size and type.

9

5. 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 broad levels. These levels are: Level 1 (inputs are quoted prices in active markets for identical assets or liabilities); Level 2 (inputs are other than quoted prices that are observable, either directly or indirectly through corroboration with observable market data); and Level 3 (inputs are unobservable, with little or no market data that exists, such as internal financial forecasts). The Company is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

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 September 30, 2023
Financial assets:
Deferred compensation plan	$	3,605		$	3,082	$	523		$	-
Foreign currency forward contracts		18			-		18			-
Interest rate swaps		657			-		657			-
Total financial assets	$	4,280		$	3,082	$	1,198		$	-
Financial liabilities:
Foreign currency forward contracts	$	(1	)	$	-	$	(1	)	$	-
As of December 31, 2022
Financial assets:
Deferred compensation plan	$	3,587		$	3,090	$	497		$	-
Foreign currency forward contracts		728			-		728			-
Interest rate swaps		862			-		862			-
Total financial assets	$	5,177		$	3,090	$	2,087		$	-
Financial liabilities:
Foreign currency forward contracts	$	(80	)	$	-	$	(80	)	$	-

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 within the fair value hierarchy, as well as guaranteed investment contracts, valued at principal plus interest credited at contract rates, classified as Level 2 within the fair value hierarchy. Deferred compensation plan assets are included within Other assets in the Condensed Consolidated Balance Sheets.

The foreign currency forward contracts and interest rate swaps 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 within the fair value hierarchy. Derivative valuations incorporate credit risk adjustments that are necessary to reflect the probability of default by the counterparty or the Company. The foreign currency forward contracts and interest rate swaps are presented at their gross fair values. Foreign currency forward contract and interest rate swap assets are included within Prepaid expenses and other and foreign currency forward contract liabilities are included within Accrued liabilities in the Condensed Consolidated Balance Sheets.

The net carrying amounts of cash and cash equivalents, trade and other receivables, accounts payable, accrued liabilities, current debt, and borrowings on the line of credit approximate fair value due to the short-term nature of these instruments.

10

6. Derivative Instruments and Hedging Activities

In the normal course of business, the Company is exposed to interest rate and foreign currency exchange rate fluctuations. Consistent with the Company’s strategy for financial risk management, the Company has established a program that utilizes foreign currency forward contracts and interest rate swaps to offset the risks associated with the effects of these exposures.

For each derivative 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 derivatives to specific firm commitments or forecasted transactions and designating the derivatives as cash flow hedges. The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivatives 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 (loss) on cash flow hedges on the Condensed Consolidated Statements of Comprehensive Income. If it is determined that a derivative is not highly effective, or that it has ceased to be a highly effective hedge, the Company is required to discontinue hedge accounting with respect to that derivative prospectively.

As of September 30, 2023, the total notional amount of the foreign currency forward contracts was $6.9 million (CAD$9.3 million) and $1.1 million (EUR€1.1 million), which included $5.5 million (CAD$7.5 million) and $1.1 million (EUR€1.1 million) of foreign currency forward contracts not designated as cash flow hedges. As of December 31, 2022, the total notional amount of the foreign currency forward contracts was $17.1 million (CAD$23.2 million) and $1.1 million (EUR€1.1 million), which included $0.3 million (CAD$0.4 million) of foreign currency forward contracts not designated as cash flow hedges. As of September 30, 2023, the Company’s foreign currency forward contracts mature at various dates through April 2025 and are subject to an enforceable master netting arrangement.

The Company has entered into interest rate swaps which effectively convert a portion of its variable-rate debt to fixed-rate debt, and are designated as cash flow hedges. The Company receives floating interest payments monthly based on SOFR and pays a fixed rate of 1.941% to the counterparty on the total notional amount of $11.7 million and $26.7 million as of September 30, 2023 and December 31, 2022, respectively, which amortizes ratably on a monthly basis to zero by the April 2024 maturity date.

On August 9, 2022, the Company entered into an interest rate swap transaction which began April 3, 2023. The Company receives floating interest payments monthly based on the SOFR Average 30 day and pays a fixed rate of 2.96% to the counterparty on the total notional amount of $13.8 million as of September 30, 2023, which amortizes ratably on a monthly basis to zero by the April 2028 maturity date.

The following table summarizes the gains (losses) recognized on derivatives in the Condensed Consolidated Financial Statements (in thousands):

	Three Months Ended September 30,					Nine Months Ended September 30,
	2023			2022		2023			2022
Foreign currency forward contracts:
Net sales	$	77		$	599	$	(601	)	$	841
Property and equipment		(22	)		32		(109	)		(95	)
Interest rate swaps:									��
Interest expense		201			4		553			(78	)
Total	$	256		$	635	$	(157	)	$	668

As of September 30, 2023, unrealized pretax gains on outstanding cash flow hedges in Accumulated other comprehensive loss was $0.7 million, of which approximately $0 and $0.4 million are expected to be reclassified to Net sales and Interest expense, respectively, within the next twelve months as a result of underlying hedged transactions also being recorded in these line items. See Note 11, “Accumulated Other Comprehensive Loss” for additional quantitative information regarding foreign currency forward contract and interest rate swap gains and losses.

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7. Share-based Compensation

The Company has one active stock incentive plan for employees and directors, the 2022 Stock Incentive Plan, which provides for awards of stock options to purchase shares of common stock, stock appreciation rights, restricted and unrestricted shares of common stock, restricted stock units (“RSUs”), and performance share awards (“PSAs”). In addition, the Company has one inactive stock incentive plan, the 2007 Stock Incentive Plan, under which previously granted awards remain outstanding.

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 met.

The following table summarizes share-based compensation expense recorded (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Cost of sales	$	275	$	474	$	816	$	822
Selling, general, and administrative expense		471		695		2,234		1,655
Total	$	746	$	1,169	$	3,050	$	2,477

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 at specified times. RSUs and PSAs are service-based awards that vest according to the terms of the grant. PSAs have performance-based payout conditions.

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, 2022		200,924		$	30.80
RSUs and PSAs granted		134,498			28.41
Unvested RSUs and PSAs canceled		(13,589	)		30.82
RSUs and PSAs vested (2)		(95,442	)		30.12
Unvested RSUs and PSAs as of September 30, 2023		226,391			29.66

(1)

The number of PSAs disclosed in this table are at the target level of 100%.

(2)

For the PSAs vested on March 31, 2023, the actual number of common shares that were issued was determined by multiplying the PSAs at the target level of 100%, as disclosed in this table, by a payout percentage based on the performance-based conditions achieved. The payout percentage was 159% for the 2020-2022 performance period, 126% for the 2021-2022 performance period, and 132% for the 2022 performance period.

The unvested balance of RSUs and PSAs as of September 30, 2023 includes approximately 170,000 PSAs at the target level of 100%. The vesting of these awards is subject to the achievement of specified performance-based conditions, and the actual number of common shares that will ultimately be issued will be determined by multiplying this number of PSAs by a payout percentage ranging from 0% to 200%.

Based on the estimated level of achievement of the performance targets associated with the PSAs as of September 30, 2023, unrecognized compensation expense related to the unvested portion of the Company’s RSUs and PSAs was $4.4 million, which is expected to be recognized over a weighted-average period of 1.7 years.

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Stock Awards

For the nine months ended September 30, 2023 and 2022, stock awards of 15,904 shares and 11,380 shares, respectively, were granted to non-employee directors, which vested immediately upon issuance. The Company recorded compensation expense based on the weighted-average fair market value per share of the awards on the grant date of $29.51 in 2023 and $30.75 in 2022.

8. Commitments and Contingencies

Portland Harbor Superfund Site

In December 2000, a section of the lower Willamette River known as the Portland Harbor Superfund Site was included on the National Priorities List at the request of the United States Environmental Protection Agency (“EPA”). While the Company’s Portland, Oregon manufacturing facility does not border the Willamette River, an outfall from the facility’s stormwater system drains into a neighboring property’s privately owned stormwater system and slip. Also in December 2000, the Company was notified by the EPA and the Oregon Department of Environmental Quality (“ODEQ”) of potential liability under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”). A remedial investigation and feasibility study of the Portland Harbor Superfund Site was directed by a group of 14 potentially responsible parties known as the Lower Willamette Group under agreement with the EPA. The EPA finalized the remedial investigation report in February 2016, and the feasibility study in June 2016, which identified multiple remedial alternatives. In January 2017, the EPA issued its Record of Decision selecting the remedy for cleanup at the Portland Harbor Superfund Site, which it believes will cost approximately $1 billion at net present value and 13 years to complete. The EPA has not yet determined who is responsible for the costs of cleanup or how the cleanup costs will be allocated among the more than 150 potentially responsible parties. Because of the large number of potentially responsible parties and the variability in the range of remediation alternatives, the Company is unable to estimate an amount or an amount within a range of costs for its obligation with respect to the Portland Harbor Superfund Site matters, and no further adjustment to the Condensed Consolidated Financial Statements has been recorded as of the date of this filing.

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 liabilities have been established in connection with these investigations because the extent of contamination and the Company’s responsibility for the contamination have not yet been determined.

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. The Trustees for the Portland Harbor Superfund Site consist of representatives from several Northwest Indian Tribes, three federal agencies, and one state agency. The Trustees act independently of the EPA and the ODEQ. The Trustees have encouraged potentially responsible parties to voluntarily participate in the funding of their injury assessments and several of those parties have agreed to do so. In June 2014, the Company agreed to participate in the injury assessment process, which included funding $0.4 million of the assessment. The Company has not assumed any additional payment obligations or liabilities with the participation with the NRDA, nor does the Company expect to incur significant future costs in the resolution of the NRDA.

In January 2017, the Confederated Tribes and Bands of the Yakama Nation, a Trustee until they withdrew from the council in 2009, filed a complaint against the potentially responsible parties including the Company to recover costs related to their own injury assessment and compensation for natural resources damages. The case has been stayed until January 2025, and the Company does not have sufficient information at this time to determine the likelihood of a loss in this matter or the amount of damages that could be allocated to the Company.

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 assurance that those policies will cover all of the costs which the Company may incur.

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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 thereunder 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 believe that future compliance with such laws and regulations will have a material adverse effect on its financial position, results of operations, or cash flows.

Other Contingencies and Legal Proceedings

From time to time, the Company is party to a variety of legal actions, including claims, suits, complaints, and investigations arising out of the ordinary 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 cover legal, defense, and indemnification costs associated with a loss contingency, the Company records accruals when such losses are considered probable and reasonably estimable. The Company believes that it is not presently a party to legal actions, the outcomes of which would have a material adverse effect on its business, financial condition, results of operations, or cash flows.

Commitments

As of September 30, 2023, the Company’s commitments include approximately $1.1 million remaining relating to its investment in the primary component of the new reinforced concrete pipe mill for which the Company has not yet received the equipment.

Guarantees

The Company has entered into certain letters of credit that total $1.1 million as of September 30, 2023. The letters of credit relate to workers’ compensation insurance.

9. 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 separately identifiable from other promises in the contract and, therefore, is not distinct. The Company generally does not recognize revenue on a contract until the contract has approval and commitment from both parties, the contract rights and payment terms can be identified, the contract has commercial substance, and its collectability is probable.

SPP 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 alternative use to the Company. Revenue is measured by the costs incurred to date relative to the estimated total direct costs to fulfill each contract (cost-to-cost method). Contract costs include all material, labor, and other direct costs incurred in satisfying the performance obligations. The cost of steel material is recognized as a contract cost when the steel is introduced into the manufacturing process. Changes in job performance, job conditions, and estimated profitability, including those arising from contract change orders, contract penalty provisions, foreign currency exchange rate movements, changes in raw materials costs, and final contract settlements may result in revisions to estimates of revenue, costs, and income, and are recognized in the period in which the revisions are determined. Provisions for losses on uncompleted contracts, included in Accrued liabilities, are estimated by comparing total estimated contract revenue to the total estimated contract costs and a loss is recognized during the period in which it becomes probable and can be reasonably estimated.

Revisions in contract estimates resulted in an increase (decrease) in SPP net sales of $(0.8) million for the three and nine months ended September 30, 2023 and $0.2 million and $(0.2) million for the three and nine months ended September 30, 2022, respectively.

Precast 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 affect the total transaction price, including contractual discounts, returns, and credits, is included in net sales. Estimates for variable consideration are based on historical experience, anticipated performance, and management’s judgment. The Company’s contracts do not contain significant financing.

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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 September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Over time (Engineered Steel Pressure Pipe)	$	80,493	$	83,663	$	221,294	$	235,446
Point in time (Precast Infrastructure and Engineered Systems)		38,229		39,321		112,897		115,391
Net sales	$	118,722	$	122,984	$	334,191	$	350,837

Contract Assets and Liabilities

Contract assets primarily represent revenue earned over time but not yet billable based on the terms of the contracts. These amounts will be billed based on the terms of the contracts, which can include certain milestones, partial shipments, or completion of the contracts. Payment terms of amounts billed vary based on the customer, but are typically due within 30 days of invoicing.

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 $13.5 million and $15.0 million during the three and nine months ended September 30, 2023, respectively and $2.8 million and $2.6 million during the three and nine months ended September 30, 2022, respectively.

Backlog

Backlog represents the balance of remaining performance obligations under signed contracts for SPP water infrastructure steel pipe products for which revenue is recognized over time. As of September 30, 2023, backlog was $253 million. The Company expects to recognize approximately 27% of the remaining performance obligations in 2023, 44% in 2024, and the balance thereafter.

10. 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 longer subject to United States Federal, state, or foreign income tax examinations for years before 2019.

The Company recorded income tax expense at an estimated effective income tax rate of 25.7% and 26.6% for the three and nine months ended September 30, 2023, respectively and 26.3% and 26.4% for the three and nine months ended September 30, 2022, respectively. The Company’s estimated effective income tax rates for the three and nine months ended September 30, 2023 and 2022 were primarily impacted by non-deductible permanent differences.

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11. Accumulated Other Comprehensive Loss

The following tables summarize changes in the components of Accumulated other comprehensive loss (in thousands). All amounts are net of income tax:

	Pension Liability Adjustment			Unrealized Gain (Loss) on Foreign Currency Forward Contracts Designated as Cash Flow Hedges			Unrealized Gain on Interest Rate Swaps Designated as Cash Flow Hedges			Total
Balances, December 31, 2022	$	(1,532	)	$	94		$	649		$	(789	)
Other comprehensive income (loss) before reclassifications		78			(115	)		266			229
Amounts reclassified from Accumulated other comprehensive loss		10			17			(418	)		(391	)
Net current period other comprehensive income (loss)		88			(98	)		(152	)		(162	)
Balances, September 30, 2023	$	(1,444	)	$	(4	)	$	497		$	(951	)

	Pension Liability Adjustment			Unrealized Loss on Foreign Currency Forward Contracts Designated as Cash Flow Hedges			Unrealized Gain on Interest Rate Swaps Designated as Cash Flow Hedges		Total
Balances, December 31, 2021	$	(1,487	)	$	(195	)	$	-	$	(1,682	)
Other comprehensive income (loss) before reclassifications		61			(383	)		602		280
Amounts reclassified from Accumulated other comprehensive loss		5			138			59		202
Net current period other comprehensive income (loss)		66			(245	)		661		482
Balances, September 30, 2022	$	(1,421	)	$	(440	)	$	661	$	(1,200	)

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The following table provides additional detail about Accumulated other comprehensive loss components that were reclassified to the Condensed Consolidated Statements of Operations (in thousands):

	Amount reclassified from Accumulated Other Comprehensive Loss												Affected line item in the Condensed
	Three Months Ended September 30,						Nine Months Ended September 30,						Consolidated Statements of
	2023			2022			2023			2022			Operations
Pension liability adjustment:
Net periodic pension cost:
Service cost	$	(4	)	$	(2	)	$	(10	)	$	(5	)	Cost of sales
		(4	)		(2	)		(10	)		(5	)	Net of tax
Unrealized gain (loss) on foreign currency forward contracts:
Gain (loss) on cash flow hedges		10			35			87			(56	)	Net sales
Loss on cash flow hedges		(22	)		-			(109	)		(127	)	Property and equipment
Associated income tax benefit		3			22			5			45		Income tax expense
		(9	)		57			(17	)		(138	)	Net of tax
Unrealized gain (loss) on interest rate swaps:
Gain (loss) on cash flow hedges		201			4			553			(78	)	Interest expense
Associated income tax (expense) benefit		(49	)		(1	)		(135	)		19		Income tax expense
		152			3			418			(59	)	Net of tax
Total reclassifications for the period	$	139		$	58		$	391		$	(202	)

12. Net Income per Share

Basic net income per share is computed by dividing the 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 dilutive potential shares of common stock, including RSUs and PSAs, assumed to be outstanding during the period using the treasury stock method. 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.

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Net income per basic and diluted weighted-average common share outstanding was calculated as follows (in thousands, except per share amounts):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net income	$	5,818	$	9,956	$	15,628	$	23,188
Basic weighted-average common shares outstanding		10,014		9,927		9,985		9,909
Effect of potentially dilutive common shares (1)		93		83		103		79
Diluted weighted-average common shares outstanding		10,107		10,010		10,088		9,988
Net income per common share:
Basic	$	0.58	$	1.00	$	1.57	$	2.34
Diluted	$	0.58	$	0.99	$	1.55	$	2.32

(1) There were no antidilutive shares for the three and nine months ended September 30, 2023 or 2022.

13. Segment Information

The operating segments reported below are based on the nature of the products sold and the manufacturing process used by the Company and are the segments of the Company for which separate financial information is available and for which operating results are regularly evaluated by the Company’s chief operating decision maker, its Chief Executive Officer, to make decisions about resources to be allocated to the segment and assess its performance. Management evaluates segment performance based on gross profit. The Company does not allocate selling, general, and administrative expenses, interest, other non-operating income or expense items, or taxes to segments.

The Company’s Engineered Steel Pressure Pipe segment (SPP) manufactures large-diameter, high-pressure steel pipeline systems for use in water infrastructure applications, which are primarily related to drinking water systems. These products are also used for hydroelectric power systems, wastewater systems, seismic resiliency, and other applications. In addition, SPP makes products for industrial plant piping systems and certain structural applications. SPP has manufacturing facilities located in Portland, Oregon; Adelanto and Tracy, California; Parkersburg, West Virginia; Saginaw, Texas; St. Louis, Missouri; and San Luis Río Colorado, Mexico.

The Company’s Precast Infrastructure and Engineered Systems segment (Precast) manufactures stormwater and wastewater technology products, high-quality precast and reinforced concrete products, including manholes, box culverts, vaults, and catch basins, pump lift stations, oil water separators, biofiltration, and other environmental and engineered solutions. Precast has manufacturing facilities located in Dallas, Houston, and San Antonio, Texas; and Orem, Salt Lake City, and St. George, Utah.

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The following table disaggregates revenue and gross profit based on the Company’s reportable segments (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net sales:
Engineered Steel Pressure Pipe	$	80,493	$	83,663	$	221,294	$	235,446
Precast Infrastructure and Engineered Systems		38,229		39,321		112,897		115,391
Total	$	118,722	$	122,984	$	334,191	$	350,837
Gross profit:
Engineered Steel Pressure Pipe	$	10,911	$	14,196	$	31,264	$	32,490
Precast Infrastructure and Engineered Systems		8,383		10,922		27,088		31,494
Total	$	19,294	$	25,118	$	58,352	$	63,984

14. Recent Accounting and Reporting Developments

There have been no developments to recently issued accounting standards, including the expected dates of adoption and estimated effects on the Company’s Condensed Consolidated Financial Statements and disclosures in Notes to Condensed Consolidated Financial Statements, from those disclosed in the Company’s 2022 Form 10‑K, except for the following.

Accounting Changes

In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021‑08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021‑08”) which requires an entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers,” as if it had originated the contracts. The Company adopted ASU 2021‑08 on January 1, 2023 and the impact was not material to the Company’s financial position, results of operations, or cash flows.

Recent Accounting Standards

In March 2023, the FASB issued ASU No. 2023‑01 “Leases (Topic 842): Common Control Arrangements” (“ASU 2023‑01”) which requires leasehold improvements associated with common control leases be (1) amortized by the lessee over the useful life of the leasehold improvements to the common control group as long as the lessee controls the use of the underlying asset through a lease and (2) accounted for as a transfer between entities under common control through an adjustment to equity if, and when, the lessee no longer controls the use of the underlying asset. ASU 2023‑01 is effective for the Company beginning January 1, 2024, including interim periods in 2024, with early adoption permitted. The Company does not expect a material impact to its financial position, results of operations, or cash flows from adoption of this guidance.

In October 2023, the FASB issued ASU No. 2023‑06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative” (“ASU 2023‑06”) which incorporates certain SEC disclosure requirements into the Accounting Standards Codification. The effective date for each amendment in ASU 2023‑06 will be the effective date of the removal of the disclosure requirement from Regulation S‑X or Regulation S‑K, with early adoption prohibited. The amendments should be applied prospectively. The Company does not expect a material impact to its financial position, results of operations, or cash flows from adoption of this guidance.

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15. Subsequent Event

Share Repurchase Program

On November 2, 2023, the Company announced its authorization of a share repurchase program of up to $30 million of its outstanding common stock. The program does not commit to any particular timing or quantity of purchases, and the program may be suspended or discontinued at any time. Under the program, shares may be purchased in open market, including through Rule 10b5‑1 trading plans, or in privately negotiated transactions. Any repurchases will be subject to the Company’s liquidity, including availability of borrowings and covenant compliance under the Amended Credit Agreement, and other capital allocation priorities of the business.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections of this Quarterly Report on Form 10‑Q for the quarter ended September 30, 2023 (“2023 Q3 Form 10‑Q”) contain “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 our business, management’s beliefs, and assumptions made by management. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “forecasts,” “should,” “could,” and variations of such words and similar expressions are intended to identify such forward-looking statements. 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 us include:

• changes in demand and market prices for our products;

• product mix;

• bidding activity and order modifications or cancelations;

• timing of customer orders and deliveries;

• production schedules;

• price and availability of raw materials;

• excess or shortage of production capacity;

• international trade policy and regulations;

• changes in tariffs and duties imposed on imports and exports and related impacts on us;

• economic uncertainty and associated trends in macroeconomic conditions, including potential recession, inflation, and the state of the housing market;

• interest rate risk and changes in market interest rates, including the impact on our customers and related demand for our products;

• our ability to identify and complete internal initiatives and/or acquisitions in order to grow our business;

• our ability to effectively integrate Park Environmental Equipment, LLC (“ParkUSA”) and other acquisitions into our business and operations and achieve significant administrative and operational cost synergies and accretion to financial results;

• effects of security breaches, computer viruses, and cybersecurity incidents;

• impacts of U.S. tax reform legislation on our results of operations;

• adequacy of our insurance coverage;

• supply chain challenges;

• labor shortages;

• ongoing military conflicts in areas such as Ukraine and Israel, and related consequences;

• operating problems at our manufacturing operations including fires, explosions, inclement weather, and floods and other natural disasters;

• material weaknesses in our internal control over financial reporting and our ability to remediate such weaknesses;

• impacts of pandemics, epidemics, or other public health emergencies; and

• other risks discussed in Part I — Item 1A. “Risk Factors” of our Annual Report on Form 10‑K for the year ended December 31, 2022 (“2022 Form 10‑K”) and from time to time in our other Securities and Exchange Commission (the “SEC”) filings and reports.

Such forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this 2023 Q3 Form 10‑Q. If we do update or correct one or more forward-looking statements, investors and others should not conclude that we will make additional updates or corrections with respect thereto or with respect to other forward-looking statements.

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Overview

Northwest Pipe Company is a leading manufacturer of water-related infrastructure products, and operates in two segments, Engineered Steel Pressure Pipe (“SPP”) and Precast Infrastructure and Engineered Systems (“Precast”). For detailed descriptions of these segments, see Note 13, “Segment Information” of the Notes to Condensed Consolidated Financial Statements in Part I – Item 1. “Financial Statements” of this 2023 Q3 Form 10‑Q.

In addition to being the largest manufacturer of engineered steel water pipeline systems in North America, we manufacture stormwater and wastewater technology products; high-quality precast and reinforced concrete products; pump lift stations; steel casing pipe, bar-wrapped concrete cylinder pipe, and one of the largest offerings of pipeline system joints, fittings, and specialized components. Strategically positioned to meet growing water and wastewater infrastructure needs, we provide solution-based products for a wide range of markets under the ParkUSA, Geneva Pipe and Precast, Permalok®, and Northwest Pipe Company lines. Our diverse team is committed to safety, quality, and innovation while demonstrating our core values of accountability, commitment, and teamwork. We are headquartered in Vancouver, Washington, and have 13 manufacturing facilities across North America.

Our water infrastructure products are sold generally to installation contractors, who include our products in their bids to federal, state, and municipal agencies, privately-owned water companies, or developers for specific projects. We believe our sales are substantially driven by spending on urban growth and new water infrastructure with a recent trend towards spending on water infrastructure replacement, repair, and upgrade. Within the total range of products, our steel pipe tends to fit the larger-diameter, higher-pressure pipeline applications, while our precast concrete products mainly serve stormwater and sanitary sewer systems.

Our Current Economic Environment

Demand for our Precast products is generally influenced by general economic conditions such as housing starts, population growth, interest rates, and rates of inflation. According to the United States Census Bureau, privately-owned housing starts were at a seasonally adjusted annual rate of 1.4 million in September 2023 and December 2022, and the population of the United States is expected to increase by approximately 2 million people in 2023. Additionally, it is now believed that recent increases in the federal funds rate by the Federal Reserve will remain elevated for the medium-term which is expected to temper demand for housing. The impacts from the strain on the housing market to this point have been muted by the impacts of recent labor and commodity shortages currently limiting the supply of new homes.

Our SPP projects are often planned for many years in advance, as we operate that business with a long-term time horizon for which the projects are sometimes part of 50 year build-out plans. Long-term demand for water infrastructure projects in the United States appears strong and we have experienced an improvement in recent short-term demand for our engineered steel pressure pipe. Medium-term demand prospects could be negatively impacted by recessionary economic forces, which could be softened by the increased funding expedited by the Bipartisan Infrastructure Deal (Infrastructure Investment and Jobs Act) and the Inflation Reduction Act.

Purchased steel typically represents approximately 25% to 35% of cost of sales, and higher steel costs generally result in higher selling prices and revenue; however, volatile fluctuations in steel markets can affect our business. SPP contracts are generally quoted on a fixed-price basis, and volatile steel markets can result in selling prices that no longer correlate to the cost available at the time of steel purchase. Steel markets have remained volatile through 2023, with prices that increased significantly in the first half of the year but tempered down in the third quarter.

Economic uncertainty, including the impacts of raw material shortages, inflationary pressures, potential risks of a recession, and new disruptions in the financial markets could have an adverse effect on our business. The extent of the impact of these environmental forces on our business will depend on future developments, which cannot be predicted.

Implementation of Enterprise Resource Planning (“ERP”) System at ParkUSA

In the third quarter of 2022, we implemented our ERP system at the ParkUSA manufacturing facilities. Due primarily to an underinvestment in systems preceding our acquisition, and vastly broader product offerings, this implementation has caused, and may continue to cause, disruption and inefficiencies in ParkUSA’s operations. We currently expect these disruptions to be limited to physical inventory counts, which have been required at greater frequency than desired in order to ensure the accuracy of our inventory quantities. Additionally, we have hired consultants to assist with improving the ERP system, business processes, and workflow design.

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Results of Operations

The following tables set forth, for the periods indicated, certain financial information regarding costs and expenses expressed in dollars (in thousands) and as a percentage of total net sales.

	Three Months Ended September 30, 2023						Three Months Ended September 30, 2022
	$			% of Net Sales			$			% of Net Sales
Net sales:
Engineered Steel Pressure Pipe	$	80,493			67.8	%	$	83,663			68.0	%
Precast Infrastructure and Engineered Systems		38,229			32.2			39,321			32.0
Total net sales		118,722			100.0			122,984			100.0
Cost of sales:
Engineered Steel Pressure Pipe		69,582			58.6			69,467			56.5
Precast Infrastructure and Engineered Systems		29,846			25.1			28,399			23.1
Total cost of sales		99,428			83.7			97,866			79.6
Gross profit:
Engineered Steel Pressure Pipe		10,911			9.2			14,196			11.5
Precast Infrastructure and Engineered Systems		8,383			7.1			10,922			8.9
Total gross profit		19,294			16.3			25,118			20.4
Selling, general, and administrative expense		10,237			8.7			10,654			8.6
Operating income		9,057			7.6			14,464			11.8
Other income (expense)		(61	)		-			11			-
Interest expense		(1,162	)		(1.0	)		(964	)		(0.8	)
Income before income taxes		7,834			6.6			13,511			11.0
Income tax expense		2,016			1.7			3,555			2.9
Net income	$	5,818			4.9	%	$	9,956			8.1	%

	Nine Months Ended September 30, 2023						Nine Months Ended September 30, 2022
	$			% of Net Sales			$			% of Net Sales
Net sales:
Engineered Steel Pressure Pipe	$	221,294			66.2	%	$	235,446			67.1	%
Precast Infrastructure and Engineered Systems		112,897			33.8			115,391			32.9
Total net sales		334,191			100.0			350,837			100.0
Cost of sales:
Engineered Steel Pressure Pipe		190,030			56.8			202,956			57.9
Precast Infrastructure and Engineered Systems		85,809			25.7			83,897			23.9
Total cost of sales		275,839			82.5			286,853			81.8
Gross profit:
Engineered Steel Pressure Pipe		31,264			9.4			32,490			9.2
Precast Infrastructure and Engineered Systems		27,088			8.1			31,494			9.0
Total gross profit		58,352			17.5			63,984			18.2
Selling, general, and administrative expense		33,119			9.9			30,149			8.6
Operating income		25,233			7.6			33,835			9.6
Other income (expense)		(224	)		(0.1	)		56			-
Interest expense		(3,722	)		(1.1	)		(2,393	)		(0.6	)
Income before income taxes		21,287			6.4			31,498			9.0
Income tax expense		5,659			1.7			8,310			2.4
Net income	$	15,628			4.7	%	$	23,188			6.6	%

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Three and Nine Months Ended September 30, 2023 Compared to Three and Nine Months Ended September 30, 2022

Net sales. Net sales decreased 3.5% to $118.7 million in the third quarter of 2023 compared to $123.0 million in the third quarter of 2022 and decreased 4.7% to $334.2 million in the first nine months of 2023 compared to $350.8 million in the first nine months of 2022.

SPP net sales were $80.5 million in the third quarter of 2023 compared to $83.7 million in the third quarter of 2022 and $221.3 million in the first nine months of 2023 compared to $235.4 million in the first nine months of 2022. The 3.8% decrease in the third quarter of 2023 compared to the third quarter of 2022 was driven by a 13% decrease in tons produced resulting primarily from changes in project timing, partially offset by an 11% increase in selling price per ton primarily due to product mix. The 6.0% decrease in the first nine months of 2023 compared to the first nine months of 2022 was driven by an 8% decrease in tons produced resulting primarily from changes in project timing, partially offset by a 3% increase in selling price per ton primarily due to product mix. Bidding activity, backlog, and production levels may vary significantly from period to period affecting sales volumes.

Precast net sales were $38.2 million in the third quarter of 2023 compared to $39.3 million in the third quarter of 2022 and $112.9 million in the first nine months of 2023 compared to $115.4 million in the first nine months of 2022. The 2.8% decrease in the third quarter of 2023 compared to the third quarter of 2022 was driven by an 8% decrease in selling prices due to lower demand, partially offset by a 6% increase in volume shipped due to changes in product mix. The 2.2% decrease in the first nine months of 2023 compared to the first nine months of 2022 was driven by a 6% decrease in volume shipped primarily due to lower demand, partially offset by a 4% increase in selling prices due to increased materials costs.

Gross profit. Gross profit decreased 23.2% to $19.3 million (16.3% of net sales) in the third quarter of 2023 compared to $25.1 million (20.4% of net sales) in the third quarter of 2022 and decreased 8.8% to $58.4 million (17.5% of net sales) in the first nine months of 2023 compared to $64.0 million (18.2% of net sales) in the first nine months of 2022.

SPP gross profit decreased 23.1% to $10.9 million (13.6% of SPP net sales) in the third quarter of 2023 compared to $14.2 million (17.0% of SPP net sales) in the third quarter of 2022 primarily due to customer-driven contract changes and project scope and timing changes. SPP gross profit decreased 3.8% to $31.3 million (14.1% of SPP net sales) in the first nine months of 2023 compared to $32.5 million (13.8% of SPP net sales) in the first nine months of 2022 primarily due to changes in product mix and project timing.

Precast gross profit decreased 23.2% to $8.4 million (21.9% of Precast net sales) in the third quarter of 2023 compared to $10.9 million (27.8% of Precast net sales) in the third quarter of 2022 primarily due to changes in product mix. Precast gross profit decreased 14.0% to $27.1 million (24.0% of Precast net sales) in the first nine months of 2023 compared to $31.5 million (27.3% of Precast net sales) in the first nine months of 2022 primarily due to decreased volume and changes in product mix.

Selling, general, and administrative expense. Selling, general, and administrative expense decreased 3.9% to $10.2 million (8.7% of net sales) in the third quarter of 2023 compared to $10.7 million (8.6% of net sales) in the third quarter of 2022 and increased 9.9% to $33.1 million (9.9% of net sales) in the first nine months of 2023 compared to $30.1 million (8.6% of net sales) in the first nine months of 2022. The decrease in the third quarter of 2023 compared to the third quarter of 2022 was primarily due to $2.0 million in lower incentive compensation expense partially offset by $0.9 million in higher professional fees including ERP implementation costs and $0.7 million in higher base compensation and benefits expense. The increase in the first nine months of 2023 compared to the first nine months of 2022 was primarily due to $2.7 million in higher base compensation and benefits expense, $1.3 million in higher professional fees including ERP implementation costs, and $0.8 million in higher administrative expense, partially offset by $1.5 million in lower incentive compensation expense.

Income taxes. Income tax expense was $2.0 million in the third quarter of 2023 (an effective income tax rate of 25.7%) compared to $3.6 million in the third quarter of 2022 (an effective income tax rate of 26.3%) and was $5.7 million in the first nine months of 2023 (an effective income tax rate of 26.6%) compared to $8.3 million in the first nine months of 2022 (an effective income tax rate of 26.4%). The estimated effective income tax rates for the third quarters and first nine months of 2023 and 2022 were impacted by non-deductible permanent differences. The estimated effective income tax rate can change significantly depending on the relationship of permanent income tax differences to estimated pre-tax income or loss. Accordingly, the comparison of estimated effective income tax rates between periods is not meaningful in all situations.

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Liquidity and Capital Resources

Sources and Uses of Cash

Our principal sources of liquidity generally include operating cash flows and the Credit Agreement dated June 30, 2021 with Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, and the lenders from time to time party thereto, including the initial sole lender, Wells Fargo (the “Lenders”), as amended by the Incremental Amendment dated October 22, 2021, the Second Amendment to Credit Agreement dated April 29, 2022, and the Third Amendment to Credit Agreement dated June 29, 2023 (together, the “Amended Credit Agreement”). From time to time our long-term capital needs may be met through the issuance of additional debt or equity. Our principal uses of liquidity generally include capital expenditures, working capital, organic growth initiatives, acquisitions, and debt service. Information regarding our cash flows for the nine months ended September 30, 2023 and 2022 are presented in our Condensed Consolidated Statements of Cash Flows contained in Part I – Item 1. “Financial Statements” of this 2023 Q3 Form 10‑Q, and are further discussed below.

As of September 30, 2023, our working capital (current assets minus current liabilities) was $178.3 million compared to $187.9 million as of December 31, 2022. Cash and cash equivalents totaled $4.1 million and $3.7 million as of September 30, 2023 and December 31, 2022, respectively.

Fluctuations in SPP working capital accounts result from timing differences between production, shipment, invoicing, and collection, as well as changes in levels of production and costs of materials. We typically have a relatively large investment in working capital, as we generally pay for materials, labor, and other production costs in the initial stages of a project, while payments from our customers are generally received after finished product is delivered. A portion of our revenues are recognized over time as the manufacturing process progresses; therefore, cash receipts typically occur subsequent to when revenue is recognized and the elapsed time between when revenue is recorded and when cash is received can be significant. As such, our payment cycle is a significantly shorter interval than our collection cycle, although the effect of this difference in the cycles may vary by project, and from period to period.

As of September 30, 2023, we had $58.1 million of outstanding revolving loan borrowings, $10.8 million of outstanding current debt, $91.4 million of operating lease liabilities, and $5.7 million of finance lease liabilities. As of December 31, 2022, we had $83.7 million of outstanding revolving loan borrowings, $10.8 million of outstanding current debt, $94.2 million of operating lease liabilities, and $3.0 million of finance lease liabilities.

Net Cash Provided by Operating Activities

Net cash provided by operating activities was $44.4 million in the first nine months of 2023 compared to $25.5 million in the first nine months of 2022. Net income, adjusted for non-cash items, provided $32.0 million of operating cash flow in the first nine months of 2023 compared to $38.0 million of operating cash flow in the first nine months of 2022. The net change in working capital provided (used) $12.4 million of operating cash flow in the first nine months of 2023 compared to $(12.5) million of operating cash flow in the first nine months of 2022.

Net Cash Used in Investing Activities

Net cash used in investing activities was $15.9 million in the first nine months of 2023 compared to $12.1 million in the first nine months of 2022. Capital expenditures were $13.2 million in the first nine months of 2023 compared to $11.8 million in the first nine months of 2022, which was primarily for standard capital replacement. We currently expect capital expenditures in 2023 to be approximately $18 million to $21 million, which includes approximately $4 million of investment in our new reinforced concrete pipe mill, and associated ancillary equipment, and the remainder primarily for standard capital replacement. The $2.7 million payment of the working capital adjustment for the 2021 acquisition of ParkUSA was made in the second quarter of 2023.

Net Cash Used in Financing Activities

Net cash used in financing activities was $28.1 million in the first nine months of 2023 compared to $12.7 million in the first nine months of 2022. Net repayments on the line of credit were $25.6 million in the first nine months of 2023 compared to $14.9 million in the first nine months of 2022.

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We anticipate that our existing cash and cash equivalents, cash flows expected to be generated by operations, and additional borrowing capacity under the Amended Credit Agreement and other loans will be adequate to fund our working capital, debt service, capital expenditure requirements, and share repurchases for the foreseeable future. To the extent necessary, we may also satisfy capital requirements through additional bank borrowings, senior notes, term notes, subordinated debt, and finance and operating leases, if such resources are available on satisfactory terms. We have from time to time evaluated and continue to evaluate opportunities for acquisitions and expansion. Any such transactions, if consummated, may necessitate additional bank borrowings or other sources of funding.

On November 3, 2020, our shelf registration statement on Form S‑3 (Registration No. 333‑249637) covering the potential future sale of up to $150 million of our equity and/or debt securities or combinations thereof, was declared effective by the SEC. In accordance with Rule 415(a)(5), this registration statement expired on November 3, 2023. We anticipate filing a new shelf registration statement on Form S‑3 in the near future, and once effective, this shelf registration statement will provide another potential source of capital, in addition to other alternatives already in place. We cannot be certain that funding will be available on favorable terms or available at all. To the extent that we raise additional funds by issuing equity securities, our shareholders may experience significant dilution. As of the date of this 2023 Q3 Form 10‑Q, we have not yet sold any securities under this registration statement, nor do we have an obligation to do so. Please refer to the factors discussed in Part I – Item 1A. “Risk Factors” in our 2022 Form 10‑K.

On September 2, 2022, we entered into an Open Market Sale Agreement (the “At-the-Market Offering”) with Jefferies LLC (“Jefferies”) which provided for the issuance and sale of shares of our common stock, par value $0.01 per share, having aggregate offering sales proceeds of up to $50 million from time to time through Jefferies as our sales agent. On October 30, 2023, we provided written notice terminating the Open Market Sale Agreement in accordance with its terms. No proceeds were raised under the At-the-Market Offering during the nine months ended September 30, 2023.

On November 2, 2023, we announced our authorization of a share repurchase program of up to $30 million of our outstanding common stock. The program does not commit to any particular timing or quantity of purchases, and the program may be suspended or discontinued at any time. Under the program, shares may be purchased in open market, including through Rule 10b5‑1 trading plans, or in privately negotiated transactions. Any repurchases will be subject to our liquidity, including availability of borrowings and covenant compliance under our Amended Credit Agreement, and other capital allocation priorities of the business. As of the date of this 2023 Q3 Form 10‑Q, we have not yet repurchased any securities under this program, nor do we have an obligation to do so.

Current Debt

The Interim Funding Agreement dated August 2, 2022 with Wells Fargo Equipment Finance, Inc. (“WFEF”), as amended January 23, 2023, March 15, 2023, July 21, 2023, and November 2, 2023 (together, the “IFA”), provides for aggregate interim funding advances up to $10.8 million of equipment purchased for a new reinforced concrete pipe mill, to be converted into a term loan upon final delivery and acceptance of the financed equipment. The IFA bore interest at the term Secured Overnight Finance Rate (“SOFR”) plus 1.75% through January 31, 2023 and the SOFR Average plus 1.75% from February 1, 2023 through November 1, 2023. Effective November 2, 2023, the IFA bears interest at the SOFR Average plus 2.00%. The IFA requires monthly payments of accrued interest and grants a security interest in the equipment to WFEF. Effective November 2, 2023, the IFA requires us to maintain a consolidated senior leverage ratio no greater than 3.00 to 1.00 (subject to certain exceptions) and to maintain a minimum consolidated earnings before interest, taxes, depreciation, and amortization (“EBITDA”) (as defined in the IFA) of at least $35 million for the four consecutive fiscal quarters most recently ended. As of September 30, 2023, the outstanding balance of the IFA was $10.8 million, which is classified as a current liability since there is not a firm commitment for long-term debt financing.

Credit Agreement

The Amended Credit Agreement provides for a revolving loan, swingline loan, and letters of credit in the aggregate amount of up to $125 million (“Revolver Commitment”), with an option for us to increase that amount by $50 million, subject to provisions of the Amended Credit Agreement. The Amended Credit Agreement will expire, and all obligations outstanding will mature, on June 29, 2028. We may prepay outstanding amounts at our discretion without penalty at any time, subject to applicable notice requirements. As of September 30, 2023 under the Amended Credit Agreement, we had $58.1 million of outstanding revolving loan borrowings, $1.1 million of outstanding letters of credit, and additional borrowing capacity of approximately $66 million.

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Revolving loans under the Amended Credit Agreement bear interest at rates related to, at our option and subject to the provisions of the Amended Credit Agreement, either: (i) Base Rate (as defined in the Amended Credit Agreement) plus the Applicable Margin; (ii) Adjusted Term SOFR (as defined in the Amended Credit Agreement) plus the Applicable Margin; or (iii) Adjusted Daily Simple SOFR (as defined in the Amended Credit Agreement) plus the Applicable Margin. The “Applicable Margin” is 1.75% to 2.35%, depending on our Consolidated Senior Leverage Ratio (as defined in the Amended Credit Agreement) and the interest rate option chosen. Interest on outstanding revolving loans is payable monthly. Swingline loans under the Amended Credit Agreement bear interest at the Base Rate plus the Applicable Margin. The Amended Credit Agreement requires the payment of a commitment fee of between 0.30% and 0.40%, based on the amount by which the Revolver Commitment exceeds the average daily balance of outstanding borrowings (as defined in the Amended Credit Agreement). Such fee is payable monthly in arrears. We are also obligated to pay additional fees customary for credit facilities of this size and type.

The letters of credit outstanding as of September 30, 2023 relate to workers’ compensation insurance. Based on the nature of these arrangements and our historical experience, we do not expect to make any material payments under these arrangements.

The Amended Credit Agreement contains customary representations and warranties, as well as customary affirmative and negative covenants, events of default, and indemnification provisions in favor of the Lenders. The negative covenants include restrictions regarding the incurrence of liens and indebtedness, annual capital expenditures, certain investments, acquisitions, and dispositions, and other matters, all subject to certain exceptions. The Amended Credit Agreement requires us to regularly provide financial information to Wells Fargo and to maintain a consolidated senior leverage ratio no greater than 3.00 to 1.00 (subject to certain exceptions) and a minimum consolidated EBITDA (as defined in the Amended Credit Agreement) of at least $35 million for the four consecutive fiscal quarters most recently ended. Pursuant to the Amended Credit Agreement, we have also agreed that we will not sell, assign, or otherwise dispose or encumber, any of our owned real property. The occurrence of an event of default could result in the acceleration of the obligations under the Amended Credit Agreement. We were in compliance with our financial covenants as of September 30, 2023, and expect to continue to be in compliance in the near term.

Our obligations under the Amended Credit Agreement are secured by a senior security interest in substantially all of our and our subsidiaries’ assets.

Recent Accounting Pronouncements

For a description of recent accounting pronouncements affecting our company, including the dates of adoption and estimated effects on financial position, results of operations, and cash flows, see Note 14, “Recent Accounting and Reporting Developments” of the Notes to Condensed Consolidated Financial Statements in Part I – Item 1. “Financial Statements” of this 2023 Q3 Form 10‑Q.

Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations are based upon our Condensed Consolidated Financial Statements included in Part I – Item 1. “Financial Statements” of this 2023 Q3 Form 10‑Q, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of our Condensed Consolidated Financial Statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, and disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. On an ongoing basis, we evaluate all of our estimates, including those related to revenue recognition, business combinations, inventories, property and equipment, including depreciation and valuation, goodwill, intangible assets, including amortization, share-based compensation, income taxes, allowance for doubtful accounts, and litigation and other contingencies. Actual results may differ from these estimates under different assumptions or conditions.

There have been no significant changes in our critical accounting estimates during the nine months ended September 30, 2023 as compared to the critical accounting estimates disclosed in our 2022 Form 10‑K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

For a discussion of our market risk associated with commodity prices, interest rates, and foreign currency exchange rates, see Part II – Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” in our 2022 Form 10‑K.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a‑15(e) and 15d‑15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are designed to provide reasonable assurance that information required to be disclosed in reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”) and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosures.

In connection with the preparation of this Quarterly Report on Form 10‑Q for the quarter ended September 30, 2023, our management, under the supervision and with the participation of our CEO and CFO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2023. Based on their evaluation, as of September 30, 2023, our CEO and CFO have concluded that our disclosure controls and procedures (as defined in Rules 13a‑15(e) and 15d‑15(e) under the Exchange Act) were not effective due to the previously reported material weakness in our internal control over financial reporting.

Previously Reported Material Weakness

As previously reported in Part II, Item 9A. “Controls and Procedures” of our Annual Report on Form 10‑K for the year ended December 31, 2022, subsequent to our acquisition of Park Environmental Equipment, LLC (“ParkUSA”), a privately held company, we instituted new internal controls, processes and procedures, and we converted ParkUSA to our enterprise resource planning (“ERP”) system. We have identified control deficiencies related to that system implementation project. Specifically, we did not exercise sufficient oversight, design effective controls to ensure completeness of the data conversion, or conduct sufficient testing to ensure the system would operate effectively. Additionally, we were unable to implement and evidence compensating business controls specific to ParkUSA’s sales transactions and cost of sales transactions. As a result, these business process control deficiencies, when combined with the ERP implementation control deficiencies, create a reasonable possibility that a material misstatement to the consolidated financial statements will not be prevented or detected on a timely basis. The material weakness did not result in any restatements of consolidated financial statements previously reported by us, and there were no changes in previously released financial results.

Remediation

We have taken, and continue to take, steps to remediate the control deficiencies contributing to the material weakness described above. These remediation steps, which are ongoing, have centered primarily on employee training in addition to launching our project to improve the ParkUSA business processes, which will include the assistance of external consultants. We will continue to report regularly to our Audit Committee on the progress and results of our remediation plan, and we may take additional measures to address these control deficiencies, or we may modify certain of the remediation measures described above.

Management is committed to taking the necessary steps to ensure that our internal control over financial reporting is designed and operating effectively. We intend to remediate this material weakness as soon as possible and believe the measures described above will do so. This material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded through testing that the controls are operating effectively. We anticipate that the remediation will be completed during 2023.

Changes in Internal Control over Financial Reporting

Except for the remediation activities described above, there were no significant changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II – OTHER INFORMATION

Item 1. Legal Proceedings

We are party to a variety of legal actions arising out of the ordinary course of business. Plaintiffs occasionally seek punitive or exemplary damages. We do not believe that such normal and routine litigation will have a material impact on our consolidated financial results. We are also involved in other kinds of legal actions, some of which assert or may assert claims or seek to impose fines, penalties, and other costs in substantial amounts. See Note 8, “Commitments and Contingencies” of the Notes to Condensed Consolidated Financial Statements in Part I – Item 1. “Financial Statements” of this 2023 Q3 Form 10‑Q.

Item 1A. Risk Factors

In addition to the other information set forth in this 2023 Q3 Form 10‑Q, the factors discussed in Part I – Item 1A. “Risk Factors” in our 2022 Form 10‑K and any subsequently filed quarterly reports on Form 10‑Q could materially affect our business, financial condition, or operating results. The risks described in our 2022 Form 10‑K and subsequent Form 10‑Q’s are not the only risks facing us. There are additional risks and uncertainties not currently known to us or that we currently deem to be immaterial, that may also materially adversely affect our business, financial condition, or operating results.

Item 5. Other Information

On October 30, 2023, we provided written notice to Jefferies terminating the Open Market Sale Agreement in accordance with the terms. This termination will become effective on November 13, 2023.

Neither the Company or any of the Company’s directors or officers adopted, modified, or terminated a Rule 10b5‑1 trading arrangement or a non-Rule 10b5‑1 trading arrangement during the quarter ended September 30, 2023, as such terms are defined under Item 408(a) of Regulation S‑K.

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Item 6. Exhibits

(a) The exhibits filed as part of this 2023 Q3 Form 10‑Q are listed below:

Exhibit Number	Description
10.1	Third Amendment to Credit Agreement dated as of June 29, 2023, by and among Northwest Pipe Company, NWPC, LLC, Geneva Pipe and Precast Company, Park Environmental Equipment, LLC, certain other subsidiaries of Northwest Pipe Company, and Wells Fargo Bank National Association, incorporated by reference to the Company’s Current Report on Form 8‑K, as filed with the Securities and Exchange Commission on July 3, 2023*
31.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Document
101.DEF	Inline XBRL Taxonomy Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Schedules and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) to Regulation S‑K. The Registrant will furnish supplementally a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission request.

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SIGNATURES

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 thereunto duly authorized.

Dated: November 3, 2023

NORTHWEST PIPE COMPANY
By:	/s/ Scott Montross
	Scott Montross
	Director, President, and Chief Executive Officer
	(principal executive officer)
By:	/s/ Aaron Wilkins
	Aaron Wilkins
	Senior Vice President, Chief Financial Officer, and Corporate Secretary
	(principal financial and accounting officer)

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