NORTHWEST PIPE CO
For the period ended Dec 31, 2023. Filed Mar 5, 2024.
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FY2023 · Filed Mar 5, 2024
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Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this Annual Report on Form 10‑K for the year ended December 31, 2023 (“2023 Form 10‑K”), other than purely historical information, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), that are based on current expectations, estimates, and projections about our business, management’s beliefs, and assumptions made by management. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “forecasts,” “should,” “could,” 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 risks and uncertainties that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements as a result of a variety of important factors. While it is impossible to identify all such factors, those that could cause actual results to differ materially from those estimated by us include:
| • | 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 tariffs and duties imposed on imports and exports and related impacts on us; |
| • | economic uncertainty and associated trends in macroeconomic conditions, including potential recession, inflation, and the state of the housing market; |
| • | 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 Park Environmental Equipment, LLC (“ParkUSA”) and other acquisitions into our business and operations and achieve significant administrative and operational cost synergies and accretion to 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; |
| • | adequacy of our insurance coverage; |
| • | supply chain challenges; |
| • | labor shortages; |
| • | ongoing military conflicts in areas such as Ukraine and Israel, and related consequences; |
| • | operating problems at our manufacturing operations including fires, explosions, inclement weather, and floods and other natural disasters; |
| • | material weaknesses in our internal control over financial reporting and our ability to remediate such weaknesses; |
| • | impacts of pandemics, epidemics, or other public health emergencies; and |
| • | other risks discussed in Part I — Item 1A. “Risk Factors” of this 2023 Form 10‑K and from time to time in our other SEC filings and reports. |
Such forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this 2023 Form 10‑K. If we do update or correct one or more forward-looking statements, investors and others should not conclude that we will make additional updates or corrections with respect thereto or with respect to other forward-looking statements.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.