NORTHWEST PIPE CO
For the period ended Dec 31, 2023. Filed Mar 5, 2024.
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FY2023 · Filed Mar 5, 2024
NWPX$90.18-1.6%Stored close · as of Nov 10, 2026
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Item 15. Exhibit and Financial Statement Schedules
| Item 15. | Exhibit and Financial Statement Schedules |
|---|
(a) (1)Consolidated Financial Statements
The Consolidated Financial Statements, together with the report thereon of Moss Adams LLP are included on the pages indicated below.
| Page | |
| Report of Independent Registered Public Accounting Firm (Moss Adams LLP, Portland, Oregon, PCAOB ID No. 659) | F-1 |
|---|---|
| Consolidated Statements of Operations for the years ended December 31, 2023, 2022, and 2021 | F-3 |
| Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022, and 2021 | F-4 |
| Consolidated Balance Sheets as of December 31, 2023 and 2022 | F-5 |
| Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023, 2022, and 2021 | F-6 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021 | F-7 |
| Notes to Consolidated Financial Statements | F-9 |
(a) (2)Financial Statement Schedule
The following schedule is filed herewith:
| Page | ||
| Schedule II | Valuation and Qualifying Accounts | S-1 |
|---|---|---|
Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is included in the Consolidated Financial Statements or notes thereto.
(a) (3) Exhibits included herein:
| Exhibit Number | Description |
|---|
| 2.1 | Membership Interest Purchase Agreement dated as of October 5, 2021 by and among Northwest Pipe Company, EBSR, LLC, the equity holders of EBSR, LLC, and Park Environmental Equipment, LLC, incorporated by reference to the Company’s Current Report on Form 8‑K, as filed with the Securities and Exchange Commission on October 6, 2021** |
| 3.1 | Second Restated Articles of Incorporation, incorporated by reference to the Company’s Form 10‑K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on March 16, 2022 |
| Exhibit Number | Description |
|---|
| 3.2 | First Amendment to Second Restated Articles of Incorporation, incorporated by reference to Exhibits to the Company’s Registration Statement on Form S‑3, as amended, as filed with the Securities and Exchange Commission on October 20, 2006, Commission Registration No. 333‑137923 |
| 3.3 | Amended and Restated Bylaws, incorporated by reference to the Company’s Current Report on Form 8‑K as filed with the Securities and Exchange Commission on December 19, 2023 |
| 4.1 | Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, incorporated by reference to the Company’s Form 10‑K for the year ended December 31, 2019, as filed with the Securities and Exchange Commission on March 3, 2020 |
| 10.1 | Northwest Pipe NQ Retirement Savings Plan, dated July 1, 1999, incorporated by reference to Exhibits to the Company’s Quarterly Report Form 10‑Q for the quarter ended June 30, 2000, as filed with the Securities and Exchange Commission on August 11, 2000* |
| 10.2 | Northwest Pipe Company 2007 Stock Incentive Plan, incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement dated April 20, 2007, as filed with the Securities and Exchange Commission on April 26, 2007* |
| 10.3 | Amendment to the Northwest Pipe Company 2007 Stock Incentive Plan dated April 12, 2013, incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement, as filed with the Securities and Exchange Commission on April 17, 2013* |
| 10.4 | Amended and Restated Change in Control Agreement between Scott Montross and Northwest Pipe Company dated August 1, 2016, incorporated by reference to the Company’s Form 10‑Q for the quarter ended June 30, 2016, as filed with the Securities and Exchange Commission on August 3, 2016* |
| 10.5 | Form of Performance Share Unit Agreement, incorporated by reference to the Company’s Current Report on Form 8‑K, as filed with the Securities and Exchange Commission on April 1, 2020* |
| 10.6 | Form of Restricted Stock Unit Agreement, incorporated by reference to the Company’s Current Report on Form 8‑K, as filed with the Securities and Exchange Commission on April 1, 2020* |
| 10.7 | Change in Control Agreement dated April 1, 2020 between Northwest Pipe Company and Aaron Wilkins, incorporated by reference to the Company’s Current Report on Form 8‑K, as filed with the Securities and Exchange Commission on April 3, 2020* |
| 10.8 | Form of Performance Share Unit Agreement, incorporated by reference to the Company’s Current Report on Form 8‑K, as filed with the Securities and Exchange Commission on March 19, 2021* |
| 10.9 | Form of Restricted Stock Unit Agreement, incorporated by reference to the Company’s Current Report on Form 8‑K, as filed with the Securities and Exchange Commission on March 19, 2021* |
| 10.10 | Change in Control Agreement dated June 10, 2021 between Northwest Pipe Company and Miles Brittain, incorporated by reference to the Company’s Current Report on Form 8‑K/A, as filed with the Securities and Exchange Commission on June 11, 2021* |
| 10.11 | Credit Agreement dated June 30, 2021 by and among Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, Northwest Pipe Company, NWPC, LLC, and Geneva Pipe and Precast Company, incorporated by reference to the Company’s Current Report on Form 8‑K, as filed with the Securities and Exchange Commission on July 7, 2021 |
| Exhibit Number | Description |
|---|
| 10.12 | Guaranty and Security Agreement dated June 30, 2021 among Northwest Pipe Company, NWPC, LLC, Geneva Pipe and Precast Company, Permalok Corporation, Thompson Tank Holdings, Inc., WTG Holding U.S., Inc., Bolenco Corporation, and Wells Fargo Bank, National Association, incorporated by reference to the Company’s Current Report on Form 8‑K, as filed with the Securities and Exchange Commission on July 7, 2021 |
| 10.13 | Incremental Amendment dated October 22, 2021 by and among Northwest Pipe Company, NWPC, LLC, Geneva Pipe and Precast Company, Park Environmental Equipment, LLC, certain other subsidiaries of Northwest Pipe Company, and Wells Fargo Bank, National Association, incorporated by reference to the Company’s Current Report on Form 8‑K, as filed with the Securities and Exchange Commission on October 28, 2021 |
| 10.14 | Northwest Pipe Company 2022 Stock Incentive Plan, incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission on April 28, 2022 * |
| 10.15 | Second Amendment to Credit Agreement dated April 29, 2022 by and among Northwest Pipe Company, NWPC, LLC, Geneva Pipe and Precast Company, Park Environmental Equipment, LLC, certain other subsidiaries of Northwest Pipe Company, and Wells Fargo Bank, National Association, incorporated by reference to the Company’s Form 10‑Q for the quarter ended March 31, 2022, as filed with the Securities and Exchange Commission on May 6, 2022 |
| 10.16 | Form of Performance Share Unit Agreement, incorporated by reference to the Company’s Current Report on Form 8‑K, as filed with the Securities and Exchange Commission on June 23, 2022 * |
| 10.17 | Form of Restricted Stock Unit Agreement, incorporated by reference to the Company’s Current Report on Form 8‑K, as filed with the Securities and Exchange Commission on June 23, 2022 * |
| 10.18 | Form of Indemnification Agreement, incorporated by reference to the Company’s Current Report on Form 8‑K as filed with the Securities and Exchange Commission on December 12, 2022 |
| 10.19 | Form of Performance Share Unit Agreement, incorporated by reference to the Company’s Current Report on Form 8‑K, as filed with the Securities and Exchange Commission on April 13, 2023 * |
| 10.20 | Form of Restricted Stock Unit Agreement, incorporated by reference to the Company’s Current Report on Form 8‑K, as filed with the Securities and Exchange Commission on April 13, 2023 * |
| 10.21 | Third Amendment to Credit Agreement dated as of June 29, 2023, by and among Northwest Pipe Company, NWPC, LLC, Geneva Pipe and Precast Company, Park Environmental Equipment, LLC, certain other subsidiaries of Northwest Pipe Company, and Wells Fargo Bank National Association, incorporated by reference to the Company’s Current Report on Form 8‑K, as filed with the Securities and Exchange Commission on July 3, 2023 ** |
| 21.1 | Subsidiaries of the Registrant, filed herewith |
| 23.1 | Consent of Moss Adams LLP, filed herewith |
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith |
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith |
| Exhibit Number | Description |
|---|
| 32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith |
| 32.2 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith |
| 97 | Incentive Compensation Recovery Policy |
| 99.1 | Interim Funding Agreement dated August 2, 2022 by and between Wells Fargo Equipment Finance, Inc. and Geneva Pipe and Precast Company, incorporated by reference to the Company’s Form 10‑Q for the quarter ended September 30, 2022, as filed with the Securities and Exchange Commission on November 9, 2022 |
| 101.INS | Inline XBRL Instance Document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * | This exhibit constitutes a management contract or compensatory plan or arrangement. |
|---|---|
| ** | Schedules and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) to Regulation S‑K. The Registrant will furnish supplementally a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission request. |
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