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NORTHWEST PIPE CO
10-Q, 2000-08-11
STEEL PIPE & TUBES

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

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FORM 10-Q

/x/	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2000
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

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NORTHWEST PIPE COMPANY
(Exact name of registrant as specified in its charter)

200 S.W. Market Street
Suite 1800
Portland, Oregon 97201
(Address of principal executive offices and zip code)

503-946-1200
(Registrant's telephone number including area code)

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    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 /x/  No / /

Common Stock, par value $.01 per share		6,467,525
(Class)		(Shares outstanding at August 4, 2000)

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NORTHWEST PIPE COMPANY
FORM 10-Q
INDEX

			Page
PART 1—FINANCIAL INFORMATION
Item 1.  Consolidated Financial Statements:
	Consolidated Balance Sheets—June 30, 2000 and December 31, 1999		2
	Consolidated Statements of Income—Three Months and Six Months Ended June 30, 2000 and 1999		3
	Consolidated Statements of Cash Flows—Six Months Ended June 30, 2000 and 1999		4
	Notes to Consolidated Financial Statements		5
Item 2.  Management's Discussion and Analysis of Financial Condition         and Results of Operations			7
Item 3.  Quantitative and Qualitative Disclosure About Market Risk			11
PART II—OTHER INFORMATION
Item 4.  Submission of Matters to a Vote of Security Holders			11
Item 6.  Exhibits and Reports on Form 8-K			11

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NORTHWEST PIPE COMPANY

CONSOLIDATED BALANCE SHEETS

(In thousands except share and per share amounts)

					June 30, 2000			December 31, 1999
					(Unaudited)
Assets
	Current assets:
		Cash and cash equivalents			$	488		$	969
		Trade receivables, less allowance for doubtful accounts of $577 and $1,896				48,888			47,934
		Costs and estimated earnings in excess of billings on uncompleted contracts				36,858			22,389
		Inventories				68,117			44,362
		Refundable income taxes				1,459			2,244
		Deferred income taxes				1,502			1,502
		Prepaid expenses and other				1,549			2,222
			Total current assets			158,861			121,622
		Property and equipment, less accumulated depreciation and amortization of $33,817 and $30,389				102,045			101,240
		Goodwill, net				22,328			22,637
		Restricted assets				2,300			2,300
		Other assets, net				405			472
					$	285,939		$	248,271
Liabilities and Stockholders' Equity
	Current liabilities:
		Note payable to financial institution			$	55,400		$	40,000
		Current portion of long-term debt				2,124			2,124
		Current portion of capital lease obligations				668			484
		Accounts payable				34,030			17,558
		Accrued liabilities				6,774			4,978
			Total current liabilities			98,996			65,144
		Long-term debt, less current portion				72,964			75,088
		Capital lease obligation, less current portion				2,325			1,896
		Deferred income taxes				8,974			8,974
			Total liabilities			183,259			151,102
	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, 6,467,417 and 6,459,930 shares issued and outstanding				64			64
		Additional paid-in-capital				39,047			38,962
		Retained earnings				63,569			58,143
			Total stockholders' equity			102,680			97,169
					$	285,939		$	248,271

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

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NORTHWEST PIPE COMPANY

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

(Unaudited)

				Three months ended June 30,						Six months ended June 30,
				2000			1999			2000			1999
Net sales				$	69,490		$	61,011		$	133,481		$	118,542
Cost of sales					56,674			49,213			109,197			95,730
	Gross profit				12,816			11,798			24,284			22,812
Selling, general and administrative expenses					5,287			4,689			10,583			9,231
	Income from operations				7,529			7,109			13,701			13,581
Interest expense, net					2,421			1,908			4,658			3,938
	Income before income taxes				5,108			5,201			9,043			9,643
Provision for income taxes					2,043			2,106			3,617			3,905
	Net income			$	3,065		$	3,095		$	5,426		$	5,738
	Basic earnings per share			$	0.47		$	0.48		$	0.84		$	0.89
	Diluted earnings per share			$	0.46		$	0.47		$	0.82		$	0.87
	Shares used in per share calculations:
	Basic				6,465			6,450			6,461			6,448
	Diluted				6,611			6,617			6,608			6,610

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

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NORTHWEST PIPE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

					Six months ended June 30,
					2000			1999
Cash Flows From Operating Activities:
	Net income				$	5,426		$	5,738
	Adjustments to reconcile net income to net cash (used in) provided by operating activities:
		Depreciation and amortization				3,736			2,311
		Provision for doubtful accounts				1,319			292
		Gain on sale of property and equipment				(483	)		(72	)
	Changes in current assets and liabilities, net of acquisitions:
		Trade receivables				(2,273	)		(7,349	)
		Costs and estimated earnings in excess of billings on uncompleted contracts				(14,469	)		5,123
		Inventories				(23,755	)		6,979
		Refundable income taxes				785			—
		Prepaid expenses and other				673			524
		Accounts payable				16,472			(1,712	)
		Accrued and other liabilities				1,796			2,003
			Net cash (used in) provided by operating activities			(10,773	)		13,837
Cash Flows From Investing Activities:
		Additions to property and equipment				(4,288	)		(5,424	)
		Proceeds from the sale of property and equipment				539			72
		Acquisitions, net of cash acquired				—			(4,312	)
		Other assets				67			88
			Net cash used in investing activities			(3,682	)		(9,576	)
Cash Flows From Financing Activities:
		Proceeds from sale of common stock				85			9
		Net payments under long-term debt				(2,124	)		(1,678	)
		Net proceeds under notes payable from financial institutions				15,400			1,300
		Net proceeds (payments) on capital lease obligations				613			(2,000	)
			Net cash provided (used in) by financing activities			13,974			(2,369	)
			Net (decrease) increase in cash and cash equivalents			(481	)		1,892
		Cash and cash equivalents, beginning of period				969			524
		Cash and cash equivalents, end of period			$	488		$	2,416
Supplemental Disclosure of Cash Flow Information:
	Cash paid during the period for:
		Interest, net of amounts capitalized			$	4,494		$	3,182
		Income taxes				2,145			2,686
Supplemental Disclosure of Noncash Information:
	Fair value of assets acquired				$	—		$	7,988
	Fair value of liabilities assumed					—			3,852

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

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NORTHWEST PIPE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)

1. Basis of Presentation

    The accompanying unaudited financial statements as of and for the three and six months ended June 30, 2000 and 1999 have been prepared in conformity with generally accepted accounting principles. The financial information as of December 31, 1999 is derived from the audited financial statements presented in the Northwest Pipe Company (the "Company") Annual Report on Form 10-K for the year ended December 31, 1999. Certain information or footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the accompanying financial statements include all adjustments necessary (which are of a normal and recurring nature) for the fair presentation of the results of the interim periods presented. The accompanying financial statements should be read in conjunction with the Company's audited financial statements for the year ended December 31, 1999, as presented in the Company's Annual Report on Form 10-K for the year then ended.

    Operating results for the three and six months ended June 30, 2000 are not necessarily indicative of the results that may be expected for the entire fiscal year ending December 31, 2000, or any portion thereof.

2. Earnings per Share

    Basic earnings per share is computed using the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed using the weighted average number of shares of common stock and dilutive common equivalent shares outstanding during the period. Incremental shares of 146,235 and 166,432 for the three months ended June 30, 2000 and 1999, respectively, and incremental shares of 147,305 and 162,136 for the six months ended June 30, 2000 and 1999, respectively were used in the calculations of diluted earnings per share. Options to purchase 569,037 shares of common stock at prices of $14.56 to $22.88 per share were outstanding at June 30, 2000, but were not included in the computation of diluted earnings per share because the exercise price of the options was greater than the average market price of the underlying common stock.

3. Inventories

    Inventories are stated at the lower of cost or market. Finished goods are stated at standard cost which approximates the first-in, first-out method of accounting. Inventories of steel coil are stated at cost on a specific identification basis. Inventories of coating and lining materials, as well as materials and supplies, are stated on an average cost basis.

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4. Segment Information

    The Company has adopted Financial Accounting Standards Board ("FASB") Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information" which requires disclosure of financial and descriptive information about the Company's reportable operating segments. The operating segments reported below are based on the nature of the products sold 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 executive management to make decisions about resources to be allocated to the segment and assess its performance. Management evaluates segment performance based on segment gross profit. There were no material transfers between segments in the periods presented.

5. Acquisitions

    In June 1999, the Company acquired all of the outstanding common stock of North American Pipe, Inc. ("North American") of Saginaw, Texas. North American operates two facilities, which produce custom fabricated piping assemblies. The purchase price of $4.5 million has been allocated to the underlying assets and liabilities, including certain debt, of North American.

6. Recent Accounting Pronouncements

    In December 1999, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements," (SAB 101), and further amended it to defer the effective date. This pronouncement summarizes certain of the SEC Staff's views on applying generally accepted accounting principles to revenue recognition. The Company is required to adopt the provisions of SAB 101 no later than December 31, 2000. The Company is currently reviewing the requirements of SAB 101 and assessing the impact on its consolidated financial statements.

    In March 2000, the FASB issued FASB Interpretation No. 44, (FIN 44) which provides interpretive guidance on several implementation issues related to Accounting Principles Board Opinion No. 25 "Accounting for Stock Issued to Employees." The Company is required to adopt the provisions of FIN 44 in the third quarter of 2000. The Company does not expect the adoption of FIN 44 to have a material impact on its consolidated financial statements.

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

    This Management's Discussion and Analysis of Financial Condition and Results of Operations and other sections of this Report contain forward-looking statements within the meaning of the Securities Litigation Reform Act of 1995 that are based on current expectations, estimates and projections about the Company's business and management's beliefs and assumptions. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" 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 certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including, but not limited to those discussed in this discussion and analysis of financial condition and results of operations, as well as those discussed elsewhere in this Report and from time to time in the Company's other Securities and Exchange Commission filings and reports. In addition, such statements could be affected by general industry and market conditions, growth rates, bidding activity, project delays, and general domestic and international economic conditions. Such forward-looking statements speak only as of the date on which they are made and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this Report. If the Company does update or correct one or more forward-looking statements, investors and others should not conclude that the Company will make additional updates or corrections with respect thereto or with respect to other forward-looking statements.

    The Company's net sales and net income may fluctuate significantly from quarter to quarter due to the size and schedule for deliveries of certain Water Transmission orders and due to the seasonality of the Company's Tubular Products business. The Company has experienced such fluctuations in the past and may experience such fluctuations in the future. Results of operations in any period should not be considered indicative of the results to be expected for any future period, and fluctuations in operating results may also result in fluctuations in the price of the Company's common stock. The Company's business is subject to cyclical fluctuations based on general economic conditions and the economic conditions of the specific industries served. Future economic downturns could have a material adverse effect on the Company's business, financial condition and results of operations.

Overview

    The Company is headquartered in Portland, Oregon. Water Transmission products are manufactured in its Portland, Oregon; Denver, Colorado; Adelanto and Riverside, California; Parkersburg, West Virginia; and Saginaw, Texas facilities. Tubular Products are manufactured in its Portland, Oregon; Atchison, Kansas; Houston, Texas; Bossier City, Louisiana; and Monterrey, Mexico facilities.

    The Company believes that the Tubular Products business, in conjunction with the Water Transmission business, provides a degree of market diversification, because the principal factors affecting demand for Water Transmission products are different from those affecting demand for tubular products. Demand for Water Transmission products is generally based on population growth and movement, changing water sources and replacement of aging infrastructure. Demand can vary dramatically within the Company's market area since each population center determines its own waterworks requirements. Construction, the energy market and general economic conditions influence demand for tubular products.

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Results of Operations

    The following table sets forth, for the periods indicated, certain financial information regarding costs and expenses expressed as a percentage of total net sales and net sales of the Company's business segments.

Second Quarter and Six Months Ended June 30, 2000 Compared to Second Quarter and Six Months Ended June 30, 1999

    Net Sales.  Net sales increased 13.9% to $69.5 million in the second quarter of 2000, from $61.0 million in the second quarter of 1999, and increased 12.6% to $133.5 million in the first six months of 2000, from $118.5 million in the first six months of 1999.

    Water Transmission sales increased 9.6% to $36.2 million in the second quarter of 2000 from $33.0 million in the second quarter of 1999, and decreased 1.5% to $67.7 million in the first six months of 2000 from $68.7 million in the first six months of 1999. The increase sales in the second quarter of 2000 resulted from the release of previously delayed projects into production and increased sales attributable to North American, which was acquired in June 1999. The six months decline in sales was largely attributable to the lower sales in the first quarter, which resulted from delays in projects the Company had already been awarded. Bidding activity during the second quarter of 2000 was steady. Sales in the remainder of 2000 will be dependent on a reduction of the delays in projects the Company has been awarded and continued strong bidding activity in the water transmission market.

    Tubular Products sales increased 19.0% to $33.3 million in the second quarter of 2000 from $28.0 million in the second quarter of 1999 and increased 32.1% to $65.8 million in the first six months of 2000 from $49.8 million in the first six months of 1999. The increases were primarily the result of increased sales in certain product lines and price increases implemented in the first half of 2000 to offset increases in the price of steel purchased by the Company.

    No single customer accounted for 10% or more of net sales in the second quarter or first six months of 2000 or 1999.

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    Gross Profit.  Gross profit increased 8.6% to $12.8 million (18.4% of total net sales) in the second quarter of 2000 from $11.8 million (19.3% of total net sales) in the second quarter of 1999 and increased 6.5% to $24.3 million (18.2% of total net sales) in the first six months of 2000 from $22.8 million (19.2% of total net sales) in the first six months of 1999.

    Water Transmission gross profit increased 12.3% to $8.3 million (22.9% of segment net sales) in the second quarter of 2000 from $7.4 million (22.4% of segment net sales) in the second quarter of 1999 and decreased 9.6% to $14.0 million (20.7% of segment net sales) in the first six months of 2000 from $15.5 million (22.6% of segment net sales) in the first six months of 1999. Water Transmission gross profit improved in the second quarter of 2000 due to increased production that resulted from projects that were delayed from the first quarter of 2000 and the acquisition of North American in June 1999. The first six months of 2000 decline in gross profit resulted from the inability to effectively utilize available manufacturing capacity in the first quarter of 2000. Gross profit in the remainder of 2000 will depend in part on a reduction of the delays in projects the Company has been awarded and continued strong bidding activity in the water transmission market.

    Gross profit from Tubular Products increased 2.5% to $4.5 million (13.6% of segment net sales) in the second quarter of 2000 from $4.4 million (15.8% of segment net sales) in the second quarter of 1999 and increased 40.7% to $10.2 million (15.6% of segment net sales) in the first six months of 2000 from $7.3 million (14.6% of segment net sales) in the first six months of 1999. Tubular Products gross profit improved in the first six months of 2000 as a result of a favorable product mix and price increases in certain product lines. Gross profit as a percent of segment net sales in the second quarter 2000 decreased due to increases in raw material costs that were in excess of the price increases implemented by the Company. While steel prices have recently begun to decrease, the unfavorable impact on margins is expected to continue through most of the remainder of the year, as the higher priced steel in finished goods and raw materials is consumed through the production process and sold.

    Selling, General and Administrative Expenses.  Selling, general and administrative expenses increased 12.8% to $5.3 million (7.6% of total net sales) in the second quarter of 2000 from $4.7 million (7.7% of total net sales) in the second quarter of 1999 and increased 14.6% to $10.6 million (7.9% of total net sales) in the first six months of 2000 from $9.2 million (7.8% of total net sales) in the first six months of 1999. The increases primarily resulted from higher operating expenses related to the acquisition of North American in June 1999 and increased expenses to support the growth in the Company's business.

    Interest Expense, net.  Interest expense, net increased 26.9% to $2.4 million in the second quarter of 2000 from $1.9 million in the second quarter of 1999 and increased 18.3% to $4.7 million in the first six months of 2000 from $3.9 million in the first six months of 1999. The increases in interest expense resulted from higher interest rates, increased borrowings used to finance the acquisition of North American and capital expenditures and higher working capital requirements to support higher production and sales volume.

    Income Taxes.  The provision for income taxes was $3.6 million in the first six months of 2000, based on an expected tax rate of approximately 40.0% for 2000.

Liquidity and Capital Resources

    The Company finances operations with internally generated funds and available borrowings. At June 30, 2000, the Company had cash and cash equivalents of $488,000.

    Net cash used for operating activities in the first six months of 2000 was $10.8 million. This was primarily a net result of $5.4 million of net income, non-cash adjustments for depreciation and amortization of $3.7 million, increase in inventories, accounts payable and costs and estimated earnings in excess of billings on uncompleted contracts of $23.8, $16.5 and $14.5 million, respectively. The

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increase in inventories, accounts payable and costs and estimated earnings in excess of billings on uncompleted contracts primarily resulted from increased production in our Water Transmission facilities.

    Net cash used in investing activities in the first six months of 2000 was $3.7 million, which primarily resulted from expenditures for property and equipment.

    Net cash provided by financing activities was $14.0 million in the first six months of 2000, which resulted from increased borrowings to support the increase in production of Water Transmission products.

    The Company had the following significant components of debt at June 30, 2000: a $55 million credit agreement under which $54.1 million was outstanding; a $10.0 million bridge loan commitment under which $1.3 million was outstanding; $7.1 million of Series A Senior Notes, without collateral, which bear interest at 6.63%; $30.0 million of Series B Senior Notes, without collateral, which bear interest at 6.91%; $35.0 million of Senior Notes, without collateral, which bear interest at 6.87%; and an Industrial Development Bond of $2.5 million with variable interest rate of 4.65%; and capital lease obligations or $3.0 million which bear interest at 8.1%.

    The credit agreement expires on September 30, 2002 and is without collateral. It bears interest at rates related to IBOR or LIBOR plus 0.65% to 2.25% (8.4% at June 30, 2000), or at prime less 0.5% (9.0% at June 30, 2000). At June 30, 2000, the Company had $51.0 million outstanding under the line of credit bearing interest at a weighted average IBOR interest rate of 8.4%, $4.4 million bearing interest at 9.0% and additional borrowing capacity under the line of credit and bridge loan commitment of $9.6 million. In May 2000, the Company amended its line of credit agreement to include a $10 million bridge loan commitment to be used to finance the additional working capital needed to support the increase in the Company's business. The bridge loan commitment will expire on August 31, 2000 and the Company believes will either be extended into 2001 or the Company's line of credit will be increased $10.0 million. The amount borrowed under the bridge loan commitment bears interest at rates related to IBOR or LIBOR plus 2.25%. The line of credit agreement contains the following covenants; minimum debt service ratio, maximum funded debt to earnings before interest, taxes, depreciation and amortization ("EBITDA"), and minimum tangible net worth. The ratio of maximum funded debt to EBITDA allowed under the terms of the credit agreement is 3.50:1.0 through September 30, 2000 and 3.25:1.0 on or after December 31, 2000.

    The Company's working capital requirements have increased due to an increase in the Company's Water Transmission business, which is characterized by lengthy production periods, delays and postponements in projects the Company had already been awarded and extended payment cycles, and an increase in Tubular Products sales. The Company anticipates that its existing cash and cash equivalents, cash flows expected to be generated by operations and amounts available under its line of credit will be adequate to fund its working capital and capital requirements for at least the next twelve months.

    To the extent necessary, the Company may also satisfy capital requirements through additional bank borrowings, senior notes and capital leases if such resources are available on satisfactory terms. The Company has from time to time evaluated and continues to evaluate opportunities for acquisitions and expansion. Any such transactions, if consummated, may use a portion of the Company's working capital or necessitate additional bank borrowings.

    Acquisition.  In June 1999, the Company acquired all of the outstanding common stock of North American Pipe, Inc. ("North American") of Saginaw, Texas. North American operates two facilities that produce custom fabricated piping assemblies. The purchase price of $4.5 million has been allocated to the underlying assets and liabilities, including certain debt, of North American.

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Item 3. Quantitative and Qualitative Disclosure About Market Risk

    The Company does not currently use derivative financial instruments for speculative purposes which expose the Company to market risk. The Company is exposed to cash flow and fair value risk due to changes in interest rates with respect to its line of credit and long-term debt. Information required by this item is set forth in "Item 2—Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources."

Part II—Other Information

Item 4. Submission of Matters to a Vote of Security Holders

    The Company's annual meeting of shareholders was held on May 2, 2000. The following matters were submitted to shareholders for their consideration:

    1.  With respect to the two nominees for director identified in the Company's Proxy Statement; Brian W. Dunham received 4,719,861 votes and 552,704 votes were withheld and Wayne B. Kingsley received 4,719,861 votes and 552,704 votes were withheld.

    2.  The amendment to the 1995 Stock Incentive Plan was approved as follows: 3,118,450 shares were voted in favor, 2,012,185 shares were voted in opposition, 141,930 votes abstained and there were no broker non-votes.

    3.  The appointment of PricewaterhouseCoopers LLP as the Company's independent auditors for the year ending December 31, 2000 was ratified as follows: 5,249,685 shares were voted in favor, 1,900 shares were voted in opposition, 20,980 votes abstained and there were no broker non-votes.

Item 6. Exhibits and Reports on Form 8-K

(a)

The exhibits filed as part of this report are listed below:

Exhibit No.
10.21		Northwest Pipe NQ Retirement Savings Plan, dated July 1, 1999 *
10.22		Fifth Amendment to Amended and Restated Loan Agreement, dated May 11, 2000
27		Financial Data Schedule

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*

This exhibit constitutes a management contract or compensatory plan or arrangement.

(b)

Reports on Form 8-K

    No reports on Form 8-K were filed during the quarter ended June 30, 2000.

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    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: August 8, 2000

		NORTHWEST PIPE COMPANY
		By:	/s/ WILLIAM R. TAGMYER
		William R. Tagmyer Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
		By:	/s/ JOHN D. MURAKAMI
		John D. Murakami Vice President, Chief Financial Officer (Principal Financial Officer)

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