Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - NORTHWEST PIPE CO | d705139d8k.htm |
| EX-99.1 - EX-99.1 - NORTHWEST PIPE CO | d705139dex991.htm |
| EX-2.1 - EX-2.1 - NORTHWEST PIPE CO | d705139dex21.htm |
Exhibit 99.2
NORTHWEST PIPE COMPANY
CONDENSED CONSOLIDATED PRO FORMA FINANCIAL STATEMENTS (Unaudited)
The following unaudited condensed consolidated pro forma financial statements should be read in conjunction with the consolidated financial statements of Northwest Pipe Company (the “Company”) included in its Annual Report on Form 10-K for the year ended December 31, 2013. The unaudited condensed consolidated pro forma financial statements have been prepared to give effect to the sale of substantially all of the assets and liabilities associated with the oil country tubular goods (“OCTG”) business as if the transaction had occurred on December 31, 2013 for purposes of the unaudited condensed consolidated pro forma balance sheet, and as of January 1, 2013 for purposes of the unaudited condensed consolidated pro forma statement of operations. Such information has been prepared based upon currently available information and assumptions that management believes are reasonable. This pro forma information is not necessarily indicative of future results.
NORTHWEST PIPE COMPANY
CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS (Unaudited)
Year ended December 31, 2013
(Dollar and share amounts in thousands, except per share amounts)
| Historical | Pro Forma Adjustments |
Pro Forma | ||||||||||
| Net sales |
$ | 475,556 | $ | (116,111 | )(a) | $ | 359,445 | |||||
| Cost of sales |
423,097 | (123,496 | )(a) | 299,601 | ||||||||
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| Gross profit |
52,459 | 7,385 | 59,844 | |||||||||
| Selling, general and administrative expense |
24,210 | (2,169 | )(b) | 22,041 | ||||||||
| Impairment of fixed assets |
27,500 | (27,500 | )(a) | — | ||||||||
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| Operating income |
749 | 37,054 | 37,803 | |||||||||
| Other expense |
289 | — | 289 | |||||||||
| Interest income |
(456 | ) | 45 | (a) | (411 | ) | ||||||
| Interest expense |
3,965 | (812 | )(c) | 3,153 | ||||||||
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| Income (loss) before income taxes |
(3,049 | ) | 37,821 | 34,772 | ||||||||
| Provision for (benefit from) income taxes |
(2,126 | ) | 14,070 | (d) | 11,944 | |||||||
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| Net income (loss) |
$ | (923 | ) | $ | 23,751 | $ | 22,828 | |||||
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| Basic earnings (loss) per share |
$ | (0.10 | ) | $ | 2.42 | |||||||
| Diluted earnings (loss) per share |
$ | (0.10 | ) | $ | 2.39 | |||||||
| Shares used in per share calculations: |
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| Basic |
9,445 | 9,445 | ||||||||||
| Diluted |
9,445 | 9,534 | ||||||||||
Pro Forma Adjustments
| (a) | Adjustment to eliminate historical revenues and expenses associated with the sale of the OCTG business incurred during the fiscal year ended December 31, 2013. |
| (b) | Adjustment to eliminate allocated historical Tubular Products Group selling, general and administrative expense associated with the sale of the OCTG business incurred during the fiscal year ended December 31, 2013. |
| (c) | Adjustment to reflect reduction in interest expense from application of cash available for debt paydown to the Company’s note payable to financial institution. |
| (d) | The income tax effect resulting from elimination of historical revenues, expenses, and allocated costs associated with the disposed OCTG business, based on the Company’s blended statutory rate of 37.2%. |
NORTHWEST PIPE COMPANY
CONDENSED CONSOLIDATED PRO FORMA BALANCE SHEET (Unaudited)
December 31, 2013
(Dollar amounts in thousands)
| Historical | Pro Forma Adjustments |
Pro Forma | ||||||||||
| Assets |
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| Current assets: |
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| Cash and cash equivalents |
$ | 588 | $ | — | $ | 588 | ||||||
| Trade and other receivables, less allowance for doubtful account |
72,470 | (5,476 | )(a) | 66,994 | ||||||||
| Costs and estimated earnings in excess of billings on uncompleted contracts |
50,468 | — | 50,468 | |||||||||
| Inventories |
110,392 | (32,388 | )(a) | 78,004 | ||||||||
| Refundable income taxes |
1,073 | — | 1,073 | |||||||||
| Deferred income taxes |
6,208 | — | 6,208 | |||||||||
| Prepaid expenses and other |
2,381 | — | 2,381 | |||||||||
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| Total current assets |
243,580 | (37,864 | ) | 205,716 | ||||||||
| Property and equipment, net |
143,061 | (11,259 | )(a) | 131,802 | ||||||||
| Goodwill |
25,760 | (4,544 | )(c) | 21,216 | ||||||||
| Other assets |
21,058 | 4,300 | (b) | 25,358 | ||||||||
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| Total assets |
$ | 433,459 | $ | (49,367 | ) | $ | 384,092 | |||||
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| Liabilities and Stockholders’ Equity |
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| Current liabilities: |
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| Current portion of long-term debt |
$ | 5,714 | $ | — | $ | 5,714 | ||||||
| Current portion of capital lease obligations |
2,216 | (1,289 | )(b) | 927 | ||||||||
| Accounts payable |
21,731 | (856 | )(a) | 20,875 | ||||||||
| Accrued liabilities |
10,302 | — | 10,302 | |||||||||
| Deferred revenue |
4,892 | — | 4,892 | |||||||||
| Billings in excess of costs and estimated earnings on uncompleted contracts |
3,368 | — | 3,368 | |||||||||
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| Total current liabilities |
48,223 | (2,145 | ) | 46,078 | ||||||||
| Note payable to financial institution |
87,919 | (31,923 | )(b) | 55,996 | ||||||||
| Long-term debt, less current portion |
643 | — | 643 | |||||||||
| Capital lease obligations, less current portion |
5,679 | (3,760 | )(b) | 1,919 | ||||||||
| Deferred income taxes |
11,842 | (2,677 | )(a) | 9,165 | ||||||||
| Pension and other long-term liabilities |
17,303 | 200 | (d) | 17,503 | ||||||||
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| Total liabilities |
171,609 | (40,305 | ) | 131,304 | ||||||||
| Total stockholders’ equity |
261,850 | (9,062 | )(e) | 252,788 | ||||||||
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| Total liabilities and stockholders’ equity |
$ | 433,459 | $ | (49,367 | ) | $ | 384,092 | |||||
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Pro Forma Adjustments
| (a) | Adjustment to eliminate basis of assets and liabilities included in the sale from the Company’s Consolidated Balance Sheet, including tax effects. |
| (b) | Adjustment to reflect cash available for debt paydown ($31,923) applied to outstanding debt. To derive cash available for debt paydown, gross proceeds from the sale ($42,680) and cash received from the Houston Real Property purchase option ($200) were reduced by transaction costs ($1,608), payoff of a capital lease obligation related to leased equipment included in the sale ($5,049), and proceeds held in escrow ($4,300). |
| (c) | Adjustment to eliminate the portion of goodwill allocated to the sale of the OCTG business. |
| (d) | Adjustment to reflect Houston Real Property purchase option. |
| (e) | Adjustment to reflect the estimated net loss from the sale of the OCTG business. |