UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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: March 31, 2003
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 (State or other jurisdiction of incorporation or organization) |
93-0557988 (I.R.S. Employer Identification No.) |
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)
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 ¨
Indicate by check whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act): Yes x No ¨
| Common Stock, par value $.01 per share |
6,548,879 | |
| (Class) |
(Shares outstanding at May 13, 2003) |
FORM 10-Q
INDEX
| Page | ||||
| PART I—FINANCIAL INFORMATION |
||||
| Item 1. |
Consolidated Financial Statements: |
|||
| Consolidated Balance Sheets—March 31, 2003 and December 31, 2002 |
2 | |||
| Consolidated Statements of Income—Three Months Ended March 31, 2003 and 2002 |
3 | |||
| Consolidated Statements of Cash Flows—Three Months Ended March 31, 2003 and 2002 |
4 | |||
| 5 | ||||
| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
10 | ||
| Item 3. |
14 | |||
| Item 4. |
14 | |||
| PART II—OTHER INFORMATION |
||||
| Item 1. |
15 | |||
| Item 6. |
16 | |||
| 17 | ||||
| 18 | ||||
1
NORTHWEST PIPE COMPANY
(In thousands except share and per share amounts)
| March 31, 2003 |
December 31, 2002 |
|||||||
| (Unaudited) |
||||||||
| Assets |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ |
160 |
|
$ |
161 |
| ||
| Trade receivables, less allowance for doubtful accounts of $791 and $1,100 |
|
42,721 |
|
|
51,406 |
| ||
| Costs and estimated earnings in excess of billings on uncompleted contracts |
|
51,823 |
|
|
49,393 |
| ||
| Inventories |
|
51,282 |
|
|
52,586 |
| ||
| Deferred income taxes |
|
2,267 |
|
|
2,233 |
| ||
| Prepaid expenses and other |
|
2,109 |
|
|
3,128 |
| ||
| Total current assets |
|
150,362 |
|
|
158,907 |
| ||
| Property and equipment less accumulated depreciation and amortization of $25,440 and $24,761 |
|
101,057 |
|
|
99,550 |
| ||
| Goodwill, less accumulated amortization of $2,266 |
|
21,451 |
|
|
21,451 |
| ||
| Restricted assets |
|
2,300 |
|
|
2,300 |
| ||
| Other assets |
|
4,906 |
|
|
4,524 |
| ||
| Total assets |
$ |
280,076 |
|
$ |
286,732 |
| ||
| Liabilities and Stockholders’ Equity |
||||||||
| Current liabilities: |
||||||||
| Current portion of long-term debt |
$ |
250 |
|
$ |
250 |
| ||
| Current portion of capital lease obligations |
|
986 |
|
|
838 |
| ||
| Accounts payable |
|
22,411 |
|
|
31,098 |
| ||
| Accrued liabilities |
|
5,547 |
|
|
8,024 |
| ||
| Total current liabilities |
|
29,194 |
|
|
40,210 |
| ||
| Note payable to financial institution |
|
22,995 |
|
|
17,337 |
| ||
| Long-term debt, less current portion |
|
56,750 |
|
|
56,750 |
| ||
| Capital lease obligations, less current portion |
|
1,615 |
|
|
1,577 |
| ||
| Deferred income taxes |
|
15,308 |
|
|
15,308 |
| ||
| Deferred gain on sale of fixed assets |
|
25,035 |
|
|
26,084 |
| ||
| Pension and other benefits |
|
2,345 |
|
|
2,314 |
| ||
| Total liabilities |
|
153,242 |
|
|
159,580 |
| ||
| 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, 6,548,879 shares issued and outstanding |
|
65 |
|
|
65 |
| ||
| Additional paid-in-capital |
|
39,572 |
|
|
39,572 |
| ||
| Retained earnings |
|
88,886 |
|
|
89,204 |
| ||
| Accumulated other comprehensive loss: |
||||||||
| Minimum pension liability |
|
(1,689 |
) |
|
(1,689 |
) | ||
| Total stockholders’ equity |
|
126,834 |
|
|
127,152 |
| ||
| Total liabilities and stockholders’ equity |
$ |
280,076 |
|
$ |
286,732 |
| ||
The accompanying notes are an integral part of these consolidated financial statements.
2
NORTHWEST PIPE COMPANY
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share amounts)
| Three Months Ended March 31, | |||||||
| 2003 |
2002 | ||||||
| Net sales |
$ |
57,660 |
|
$ |
64,278 | ||
| Cost of sales |
|
51,126 |
|
|
54,096 | ||
| Gross profit |
|
6,534 |
|
|
10,182 | ||
| Selling, general and administrative expenses |
|
5,740 |
|
|
5,699 | ||
| Operating income |
|
794 |
|
|
4,483 | ||
| Interest expense, net |
|
1,317 |
|
|
1,443 | ||
| Income (loss) before income taxes |
|
(523 |
) |
|
3,040 | ||
| Income tax expense (benefit) |
|
(205 |
) |
|
1,201 | ||
| Net income (loss) |
$ |
(318 |
) |
$ |
1,839 | ||
| Basic earnings (loss) per share |
$ |
(0.05 |
) |
$ |
0.28 | ||
| Diluted earnings (loss) per share |
$ |
(0.05 |
) |
$ |
0.27 | ||
| Shares used in per share calculations: |
|||||||
| Basic |
|
6,549 |
|
|
6,526 | ||
| Diluted |
|
6,549 |
|
|
6,711 | ||
The accompanying notes are an integral part of these consolidated financial statements.
3
NORTHWEST PIPE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
| Three Months Ended March 31, |
||||||||
| 2003 |
2002 |
|||||||
| Cash Flows From Operating Activities: |
||||||||
| Net income (loss) |
$ |
(318 |
) |
$ |
1,839 |
| ||
| Adjustments to reconcile net income (loss) to net cash provide by (used in) operating activities: |
||||||||
| Depreciation and amortization |
|
1,212 |
|
|
861 |
| ||
| Deferred income taxes |
|
(34 |
) |
|
— |
| ||
| Gain on sale of property and equipment |
|
(1,046 |
) |
|
(572 |
) | ||
| Changes in current assets and liabilities: |
||||||||
| Trade receivables, net |
|
8,685 |
|
|
(950 |
) | ||
| Costs and estimated earnings in excess of billings on uncompleted contracts |
|
(2,430 |
) |
|
3,869 |
| ||
| Inventories |
|
1,304 |
|
|
(326 |
) | ||
| Prepaid expenses and other |
|
1,019 |
|
|
686 |
| ||
| Accounts payable |
|
(8,687 |
) |
|
(4,570 |
) | ||
| Accrued and other liabilities |
|
(2,446 |
) |
|
1,802 |
| ||
| |
|
|
|
|
| |||
| Net cash provided by (used in) operating activities |
|
(2,741 |
) |
|
2,639 |
| ||
| |
|
|
|
|
| |||
| Cash Flows From Investing Activities: |
||||||||
| Additions to property and equipment |
|
(2,725 |
) |
|
(2,305 |
) | ||
| Proceeds from sale of property and equipment |
|
3 |
|
|
62 |
| ||
| Other assets |
|
(382 |
) |
|
(450 |
) | ||
| |
|
|
|
|
| |||
| Net cash used in investing activities |
|
(3,104 |
) |
|
(2,693 |
) | ||
| |
|
|
|
|
| |||
| Cash Flows From Financing Activities: |
||||||||
| Proceeds from sale of common stock |
|
— |
|
|
78 |
| ||
| Net proceeds (payments) under notes payable from financial institutions |
|
5,658 |
|
|
(410 |
) | ||
| Proceeds from sale-leaseback |
|
— |
|
|
185 |
| ||
| Net proceeds on capital lease obligations |
|
186 |
|
|
178 |
| ||