nwpx20250331

nwpx20250331_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: March 31, 2025

☐	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 April 22, 2025 was 9,878,073 shares.

	Page
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited):

Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024	2

Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2025 and 2024	3

Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024	4

Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2025 and 2024	5

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024	6

Notes to Condensed Consolidated Financial Statements	7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3. Quantitative and Qualitative Disclosures About Market Risk	22

Item 4. Controls and Procedures	22

PART II - OTHER INFORMATION

Item 1. Legal Proceedings	22

Item 1A. Risk Factors	23

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	23

Item 5. Other Information	23

Item 6. Exhibits	24

Signatures	25

	*Three Months Ended March 31,*
	*2025*			*2024*

Net sales	$	116,115		$	113,215
Cost of sales		96,750			93,081
Gross profit		19,365			20,134
Selling, general, and administrative expense		13,796			11,444
Operating income		5,569			8,690
Other income		7			7
Interest expense		(635	)		(1,474	)
Income before income taxes		4,941			7,223
Income tax expense		977			1,985
Net income	$	3,964		$	5,238

Net income per share:
Basic	$	0.40		$	0.53
Diluted	$	0.39		$	0.52

Shares used in per share calculations:
Basic		9,933			9,916
Diluted		10,117			10,045

	*March 31, 2025*			*December 31, 2024*
Assets
Current assets:
Cash and cash equivalents	$	5,285		$	5,007
Trade and other receivables, net of allowance of $198 and $242		60,104			66,946
Contract assets		104,965			103,422
Inventories		80,684			79,770
Prepaid expenses and other		6,234			7,343
Total current assets		257,272			262,488
Property and equipment, less accumulated depreciation and amortization of $142,045 and $139,221		150,811			150,456
Operating lease right-of-use assets		86,314			87,747
Goodwill		55,504			55,504
Intangible assets, net		26,033			27,041
Other assets		6,300			6,417
Total assets	$	582,234		$	589,653

Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt	$	2,994		$	2,994
Accounts payable		24,682			27,783
Accrued liabilities		22,042			28,172
Contract liabilities		9,304			11,197
Current portion of operating lease liabilities		5,041			4,987
Total current liabilities		64,063			75,133
Borrowings on line of credit		25,533			24,677
Long-term debt		10,728			11,476
Operating lease liabilities		84,511			85,744
Deferred income taxes		9,041			8,297
Other long-term liabilities		9,902			10,323
Total liabilities		203,778			215,650

Commitments and contingencies (Note 6)

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, 10,000,433 and 9,918,711 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively		100			99
Additional paid-in-capital		128,924			128,407
Retained earnings		250,295			246,331
Accumulated other comprehensive loss		(863	)		(834	)
Total stockholders’ equity		378,456			374,003
Total liabilities and stockholders’ equity	$	582,234		$	589,653

										*Accumulated*
					*Additional*					*Other*			*Total*
	*Common Stock*				*Paid-In-*			*Retained*		*Comprehensive*			*Stockholders’*
	*Shares*		*Amount*		*Capital*			*Earnings*		*Loss*			*Equity*

Balances, December 31, 2024		9,918,711	$	99	$	128,407		$	246,331	$	(834	)	$	374,003
Net income		-		-		-			3,964		-			3,964
Other comprehensive income (loss):
Pension liability adjustment, net of tax expense of $0		-		-		-			-		16			16
Unrealized loss on foreign currency forward contracts designated as cash flow hedges, net of tax benefit of $16		-		-		-			-		(30	)		(30	)
Unrealized loss on interest rate swaps designated as cash flow hedges, net of tax benefit of $5		-		-		-			-		(15	)		(15	)
Issuance of common stock under stock compensation plans, net of tax withholdings		81,722		1		(621	)		-		-			(620	)
Share-based compensation expense		-		-		1,138			-		-			1,138
Balances, March 31, 2025		10,000,433	$	100	$	128,924		$	250,295	$	(863	)	$	378,456

	*March 31, 2025*		*December 31, 2024*

Raw materials	$	53,631	$	54,024
Work-in-process		1,225		1,008
Finished goods		23,283		22,204
Supplies		2,545		2,534
Total inventories	$	80,684	$	79,770

	*Total*			*Level 1*		*Level 2*			*Level 3*
As of March 31, 2025
Financial assets:
Deferred compensation plan	$	3,552		$	3,169	$	383		$	-
Foreign currency forward contracts		57			-		57			-
Interest rate swaps		120			-		120			-
Total financial assets	$	3,729		$	3,169	$	560		$	-

Financial liabilities:
Foreign currency forward contracts	$	(35	)	$	-	$	(35	)	$	-
Interest rate swaps		(42	)		-		(42	)		-
Total financial liabilities	$	(77	)	$	-	$	(77	)	$	-

As of December 31, 2024
Financial assets:
Deferred compensation plan	$	3,784		$	3,282	$	502		$	-
Foreign currency forward contracts		143			-		143			-
Interest rate swaps		187			-		187			-
Total financial assets	$	4,114		$	3,282	$	832		$	-

Financial liabilities:
Foreign currency forward contracts	$	(6	)	$	-	$	(6	)	$	-
Interest rate swaps		(88	)		-		(88	)		-
Total financial liabilities	$	(94	)	$	-	$	(94	)	$	-

	*Number of RSUs and PSAs (1)*			*Weighted-Average Grant Date Fair Value*

Unvested RSUs and PSAs as of December 31, 2024		240,071		$	31.89
RSUs and PSAs granted		107,065			42.41
RSUs and PSAs vested (2)		(117,339	)		31.24
Unvested RSUs and PSAs as of March 31, 2025		229,797			37.12

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

(2)	For the PSAs vested on March 31, 2025, 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 118% for the 2022-2024 performance period, 111% for the 2023-2024 performance period, and 133% for the 2024 performance period.

	*Contract Assets*			*Contract Liabilities*			*Net Contract Assets*
Three Months Ended March 31, 2025
Balance, beginning of period	$	103,422		$	(11,197	)	$	92,225
Revenue recognized		65,788			12,658			78,446
Billings		(64,127	)		(10,888	)		(75,015	)
Other		(118	)		123			5
Balance, end of period	$	104,965		$	(9,304	)	$	95,661

Three Months Ended March 31, 2024
Balance, beginning of period	$	120,516		$	(21,450	)	$	99,066
Revenue recognized		70,640			9,367			80,007
Billings		(54,772	)		(6,512	)		(61,284	)
Other		(669	)		(1	)		(670	)
Balance, end of period	$	135,715		$	(18,596	)	$	117,119

(1)	Depreciation and amortization included in Cost of sales for the SPP segment was $2.5 million and $2.7 million for the three months ended March 31, 2025 and 2024, respectively.

(2)	Depreciation and amortization included in Cost of sales for the Precast segment was $0.8 million and $0.5 million for the three months ended March 31, 2025 and 2024, respectively.

	*Three Months Ended March 31,*
	*2025*		*2024*
Net sales:
Engineered Steel Pressure Pipe	$	78,446	$	80,007
Precast Infrastructure and Engineered Systems		37,669		33,208
Total net sales	$	116,115	$	113,215

Cost of sales:
Engineered Steel Pressure Pipe (1)	$	66,272	$	65,765
Precast Infrastructure and Engineered Systems (2)		30,478		27,316
Total cost of sales	$	96,750	$	93,081

Gross profit:
Engineered Steel Pressure Pipe	$	12,174	$	14,242
Precast Infrastructure and Engineered Systems		7,191		5,892
Total gross profit	$	19,365	$	20,134

	•	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 trade policy (in particular with Canada and Mexico) and duties imposed on imports and exports and the related impacts on us;
	•	economic uncertainty and associated trends in macroeconomic conditions, including potential recession, inflation, and the state of the housing and commercial construction markets;
	•	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 future acquisitions into our business and operations that produce accretive financial results;
	•	effects of security breaches, computer viruses, and cybersecurity incidents;
	•	timing and amount of share repurchases;
	•	impacts of U.S. tax reform legislation on our results of operations, and the impact on our customers and related demand for our products;
	•	adequacy of our insurance coverage;
	•	supply chain challenges;
	•

SEC Form 10-Q filed by Northwest Pipe Company