Northwest Pipe Co – PERFORMANCE SHARE UNIT AGREEMENT (April 1st, 2019)This PERFORMANCE SHARE UNIT AGREEMENT (“Agreement”) is made and entered into as of March 26, 2019 (“Effective Date”) by and between Northwest Pipe Company (the “Company”), and XXX (“Employee”) (collectively, “the parties”).
Northwest Pipe Co – NORTHWEST PIPE COMPANY RESTRICTED STOCK UNIT AGREEMENT (April 1st, 2019)
Northwest Pipe Co – NEWS RELEASE FOR IMMEDIATE RELEASE November 7, 2018 Northwest Pipe Company Reports Improved Third Quarter Results and Announces Conference Call (November 8th, 2018)• Net income from continuing operations per diluted share was $2.86, compared to a prior quarter net loss of $0.59 per diluted share and net loss of $0.16 per diluted share in the third quarter of 2017
Northwest Pipe Co – GUARANTY AND SECURITY AGREEMENT (October 31st, 2018)This GUARANTY AND SECURITY AGREEMENT (this "Agreement"), dated as of October 25, 2018, among the Persons listed on the signature pages hereof as "Grantors" and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a "Grantor" and collectively, the "Grantors"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association ("Wells Fargo"), in its capacity as Secured Party for itself, as Lender, and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "Secured Party").
Northwest Pipe Co – CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Lender, NORTHWEST PIPE COMPANY, and AMERON WATER TRANSMISSION GROUP, LLC as Borrowers Dated as of October 25, 2018 (October 31st, 2018)THIS CREDIT AGREEMENT, is entered into as of October 25, 2018 by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association ("Lender"), NORTHWEST PIPE COMPANY, an Oregon corporation ("NWPC"), and the Subsidiaries of NWPC identified on the signature pages hereof as "Borrowers", and those additional entities that hereafter become parties hereto as Borrowers in accordance with the terms hereof by executing the form of Joinder attached hereto as Exhibit J-1 (each, a "Borrower" and individually and collectively, jointly and severally, the "Borrowers").
Northwest Pipe Co – Contract (October 11th, 2018)Consolidated Financial Statements Ameron Water Transmission Group, LLC Year Ended December 31, 2017 and (Unaudited) Three and Six Months Ended June 30, 2018 and 2017 With Report of Independent Registered Public Accounting Firm
Northwest Pipe Co – UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (October 11th, 2018)Northwest Pipe Company (the “Company”) acquired Ameron Water Transmission Group, LLC (“Ameron”) on July 27, 2018 for total consideration of approximately $38.3 million, subject to a post-closing adjustment based on changes in net working capital. The Company financed the acquisition with cash on hand.
Northwest Pipe Co – NEWS RELEASE FOR IMMEDIATE RELEASE August 2, 2018 (August 2nd, 2018)• Net loss from continuing operations per diluted share was $0.59, weaker than year-ago net loss of $0.15 per diluted share and prior quarter net loss of $0.20 per diluted share.
Northwest Pipe Co – NEWS RELEASE FOR IMMEDIATE RELEASE July 30, 2018 (August 1st, 2018)Northwest Pipe Company (Nasdaq: NWPX), the country’s leading producer of engineered welded steel pressure pipe products for the water transmission market, has acquired Ameron Water Transmission Group, LLC (“Ameron”), a major supplier of engineered welded steel pressure pipe as well as reinforced concrete pipe. The transaction closed on July 27, 2018 and was funded with cash on hand. In addition to expanding Northwest Pipe Company's footprint in a key water transmission pipe market, this acquisition also adds bar-wrapped concrete cylinder pipe, reinforced concrete pipe and T-Lock, a proprietary PVC lining for concrete pipe sewer applications, to the Company’s product portfolio. Headquartered in Rancho Cucamonga, California and formerly a part of National Oilwell Varco, Inc., Ameron has pipe operations in Tracy, California and San Luis Río Colorado, Mexico, as well as a protective lining facility in Brea, California. Ameron had approximately $57 million in net sales in 2017. “The acquisi
Northwest Pipe Co – MEMBERSHIP INTEREST PURCHASE AGREEMENT between NORTHWEST PIPE COMPANY and AMERON INTERNATIONAL CORPORATION dated as of July 27, 2018 (August 1st, 2018)This Membership Interest Purchase Agreement (this “Agreement”), dated as of July 27, 2018 (the “Closing Date”), is entered into between AMERON INTERNATIONAL CORPORATION, a Delaware corporation (“Seller”) and NORTHWEST PIPE COMPANY, an Oregon corporation (“Buyer”).
Northwest Pipe Co – NEWS RELEASE FOR IMMEDIATE RELEASE May 2, 2018 (May 2nd, 2018)● Net loss from continuing operations per diluted share was $0.20, compared to a net loss from continuing operations per diluted share of $0.37 in the first quarter of 2017
Northwest Pipe Co – NEWS RELEASE FOR IMMEDIATE RELEASE February 28, 2018 (February 28th, 2018)● In spite of reduced demand in 2017 related to delayed project timing, year-end backlog including confirmed orders was $88 million, an increase of 33% from December 31, 2016
Northwest Pipe Co – PERFORMANCE SHARE UNIT AGREEMENT (January 17th, 2018)This PERFORMANCE SHARE UNIT AGREEMENT (“Agreement”) is made and entered into as of January 15, 2018 (“Effective Date”) by and between Northwest Pipe Company (the “Company”), and XXX (“Employee”) (collectively, “the parties”).
Northwest Pipe Co – NORTHWEST PIPE COMPANY CONDENSED CONSOLIDATED PRO FORMA FINANCIAL STATEMENTS (Unaudited) (December 29th, 2017)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, 2016. The unaudited condensed consolidated pro forma financial statements have been prepared to give effect to the sale of substantially all of the assets associated with the Company’s manufacturing facility in Atchison, Kansas as if the transaction had occurred on September 30, 2017 for purposes of the unaudited condensed consolidated pro forma balance sheet, and as of January 1, 2014 for purposes of the unaudited condensed consolidated pro forma statements 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 Co – NEWS RELEASE FOR IMMEDIATE RELEASE December 28, 2017 (December 29th, 2017)Northwest Pipe Company Announces $37.2 million Sale of Remaining Energy Tubular Facility; Positions for Growth in Water Business
Northwest Pipe Co – REAL ESTATE PURCHASE AGREEMENT (December 29th, 2017)This Real Estate Purchase Agreement (the “Agreement”) is entered into between Northwest Pipe Company, an Oregon corporation, (“Seller”) and Almacenadora Afirme, S.A. de C.V., Organización Auxiliar del Crédito, Afirme Grupo Financiero, a Mexican corporation of variable capital (sociedad anónima de capital variable) (“Buyer”) on this 22nd day of December, 2017 (the “Effective Date”) subject to the following terms and conditions. The Seller and Buyer are collectively hereinafter referred to as the “Parties” and each individually as a “Party”.
Northwest Pipe Co – ASSET PURCHASE AGREEMENT (December 29th, 2017)This Asset Purchase Agreement (this “Agreement”), dated as of December 22, 2017, is entered into between Northwest Pipe Company, an Oregon corporation (“Seller”) and Almacenadora Afirme, S.A. de C.V., Organización Auxiliar del Crédito, Afirme Grupo Financiero, a Mexican corporation of variable capital (sociedad anónima de capital variable) (“Buyer”). The Seller and the Buyer are collectively referred to herein as the “parties”.
Northwest Pipe Co – NEWS RELEASE FOR IMMEDIATE RELEASE October 31, 2017 (October 31st, 2017)● Net sales for the quarter were $38.8 million, an increase of 35.2% from the previous quarter and a decrease of 5.5% from the third quarter of 2016
Northwest Pipe Co – NEWS RELEASE FOR IMMEDIATE RELEASE August 2, 2017 Northwest Pipe Company Reports Improved Second Quarter Results, Significantly Higher Backlog and Announces Conference Call (August 2nd, 2017)● Water Transmission gross profit was $0.7 million, or 2.3% of segment net sales of $28.7 million. This compares to a segment gross loss of $1.3 million, or negative 3.2% of segment net sales of $39.8 million in the second quarter of 2016.
Northwest Pipe Co – NEWS RELEASE FOR IMMEDIATE RELEASE May 2, 2017 (May 2nd, 2017)● Water Transmission gross profit was $1.2 million, or 3.9% of segment net sales, which reflects the Company’s increased focus on margin over volume. This compares to a segment gross margin percentage of negative 19.6% in the year ago quarter
Northwest Pipe Co – NORTHWEST PIPE COMPANY (March 17th, 2017)Indenture dated as of , 20 between NORTHWEST PIPE COMPANY, a company incorporated under the laws of the State of Oregon (“Company”), and [ ] (“Trustee”).
Northwest Pipe Co – NEWS RELEASE FOR IMMEDIATE RELEASE (March 9th, 2017)• Water Transmission gross profit was $3.8 million, or 9.6% of segment net sales which was the highest margin percentage in nearly two years reflecting the Company’s increased focus on margin over volume. The Company realized gross margin percentages of 7.2% in the third quarter of 2016 and negative 19.2% in the fourth quarter of 2015
Northwest Pipe Co – NEWS RELEASE FOR IMMEDIATE RELEASE November 1, 2016 (November 2nd, 2016)● Water Transmission gross profit was $2.9 million, compared to a gross loss of $1.3 million in the previous quarter and a gross loss of $0.7 million in the third quarter of 2015
Northwest Pipe Co – August 1, 2016 (November 2nd, 2016)Northwest Pipe Company, an Oregon corporation (the “Company”), considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Company and its shareholders. In this connection, the Company recognizes that, as is the case with many publicly held corporations, the possibility of a Change in Control (as defined in Section 3 hereof) may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders. Accordingly, the Board of Directors of the Company (the “Board”) has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company’s management to their assigned duties without distraction in circumstances arising from the possibility of a Change in Control of the Company.
Northwest Pipe Co – AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT by and between (October 24th, 2016)THIS AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made as of October 19, 2016 (the “Effective Date”), by and between NORTHWEST PIPE COMPANY, an Oregon corporation ("Borrower 1") and PERMALOK CORPORATION, a Missouri corporation ("Borrower 2" and together with Borrower 1, collectively "Borrowers"), "), the financial institutions party to this Agreement from time to time as Lenders, and BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders ("Agent").
Northwest Pipe Co – NEWS RELEASE FOR IMMEDIATE RELEASE October 5, 2016 (October 7th, 2016)VANCOUVER, WA – 10/5/16 – Northwest Pipe Company (Nasdaq: NWPX) announced today it has sold its Denver real property for a purchase price of $14.4 million. The Company will lease the property back from the buyer until December 31, 2016, with two options to extend the lease-back period by 30 days each, in order to conclude production at the facility and complete final shipments. Approximately 20% of the Company’s steel water pipe production capacity will be reduced with this sale.
Northwest Pipe Co – NEWS RELEASE FOR IMMEDIATE RELEASE August 9, 2016 (August 10th, 2016)VANCOUVER, WA – 08/9/16 – Northwest Pipe Company (Nasdaq: NWPX) today announced that Michael Franson has been elected to Northwest Pipe Company’s Board of Directors and was appointed as its independent Lead Director. Mr. Franson previously served on the Board from 2001 until 2005 and again from 2007 until 2014. In July of 2016, Mr. Franson retired from KPMG Corporate Finance LLC (“KPMG”) as Managing Director and Global Head of Technology M&A. From 2005 to 2014, Mr. Franson was a co-founder of St. Charles Capital LLC (“St. Charles”), a leading boutique investment banking firm focused on middle-market M&A advisory services. Mr. Franson served as the President of St. Charles until it was acquired by KPMG in 2014. Prior to St. Charles from 2000 to 2005, Mr. Franson was a Managing Director at KeyBanc Capital Markets. “In addition to his extensive knowledge of the Company, Mike brings expertise to the Board in investment banking, including substantial experience in merger and acquisition tra
Northwest Pipe Co – NEWS RELEASE FOR IMMEDIATE RELEASE August 2, 2016 (August 3rd, 2016)● Water Transmission gross loss was $1.3 million, an improvement over the loss of $5.7 million in the first quarter of 2016 and down from a profit of $1.3 million in the second quarter of 2015
Northwest Pipe Co – August 1, 2016 (August 3rd, 2016)Northwest Pipe Company, an Oregon corporation (the “Company”), considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Company and its shareholders. In this connection, the Company recognizes that, as is the case with many publicly held corporations, the possibility of a Change in Control (as defined in Section 3 hereof) may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders. Accordingly, the Board of Directors of the Company (the “Board”) has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company’s management to their assigned duties without distraction in circumstances arising from the possibility of a Change in Control of the Company.
Northwest Pipe Co – August 1, 2016 (August 3rd, 2016)Northwest Pipe Company, an Oregon corporation (the “Company”), considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Company and its shareholders. In this connection, the Company recognizes that, as is the case with many publicly held corporations, the possibility of a Change in Control (as defined in Section 3 hereof) may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders. Accordingly, the Board of Directors of the Company (the “Board”) has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company’s management to their assigned duties without distraction in circumstances arising from the possibility of a Change in Control of the Company.
Northwest Pipe Co – NEWS RELEASE FOR IMMEDIATE RELEASE July 12, 2016 Northwest Pipe Company Announces Plans to Permanently Close its Denver Water Transmission Facility (July 12th, 2016)VANCOUVER, WA – 07/12/16 – Northwest Pipe Company (Nasdaq: NWPX) announced plans today to make a permanent reduction in its steel water pipe production capacity by closing its Denver, Colorado facility, which represents approximately 20% of the Company’s steel water pipe capacity. Production at the facility is scheduled to conclude in the fourth quarter of 2016 with final shipments planned into the first quarter of 2017. The Company plans on selling the property and expects the sale to be completed by year-end 2017. “This difficult decision was driven primarily by the need to address the significant imbalance between production capacity and demand in the steel water pipe market. The smaller footprint will allow us to sharpen our focus on margin over tons and reduce costs, while we maintain a leading market share,” said Scott Montross, Northwest Pipe Company’s President and CEO. “However, making the decision to close a production facility is always very difficult due to the impact on th
Northwest Pipe Co – THIRD AMENDED AND RESTATED BYLAWS OF NORTHWEST PIPE COMPANY (Adopted June 2, 2016) (June 7th, 2016)
Northwest Pipe Co – NEWS RELEASE FOR IMMEDIATE RELEASE May 4, 2016 (May 4th, 2016)VANCOUVER, WA – 05/04/2016– Northwest Pipe Company (Nasdaq: NWPX) today announced its financial results for the quarter ended March 31, 2016. The Company will broadcast its first quarter 2016 earnings conference call on Thursday, May 5, 2016, at 8:00 am PDT. First Quarter 2016 Results Net sales for the quarter ended March 31, 2016 decreased 60.0% to $33.9 million compared to $84.9 million for the quarter ended March 31, 2015. Gross loss was $5.4 million (negative 16.0% of net sales) in the first quarter of 2016, as compared to gross profit of $3.9 million (4.6% of net sales) in the first quarter of 2015. Net loss for the first quarter of 2016 was $9.6 million or $1.00 per diluted share compared to $2.1 million or $0.22 per diluted share for the first quarter of 2015. Water Transmission sales decreased 47.8% to $29.4 million in the first quarter of 2016 from $56.2 million in the first quarter of 2015. The decrease in net sales was the result of a 52% decrease in average selling prices d
Northwest Pipe Co – LONG TERM INCENTIVE PLAN (LTIP) AGREEMENT (April 21st, 2016)This LONG TERM INCENTIVE PLAN AGREEMENT (“Agreement”) is made and entered into as of the [Date of Signature], 2016 (“Effective Date”) by and between Northwest Pipe Company (the “Company”), and XXXXX (“Employee”) (collectively, “the parties”).
Northwest Pipe Co – NEWS RELEASE FOR IMMEDIATE RELEASE March 1, 2016 (March 1st, 2016)VANCOUVER, WA – 03/01/2016– Northwest Pipe Company (Nasdaq: NWPX) today announced its financial results for the quarter and year ended December 31, 2015. The Company will broadcast its fourth quarter and full year 2015 earnings conference call on Wednesday, March 2, 2016, at 8:00 am PST.
