Scott Montross – Chief Executive Officer Robin Gantt – Chief Financial Officer

Brent Thielman – D.A. Davidson Bhupender Bohra – Jefferies & Company, Inc.

Thank you, Dexter. Good morning and welcome to Northwest Pipe's Conference Call.

My name is Scott Montross, and I'm President and CEO of the company and I'm joined by Robin Gantt, our Chief Financial Officer. As we begin, I would like to remind everyone that the statements we make in this call about our expectations for the future are forward-looking statements, and actual results could differ materially.

Please refer to our most recent SEC filing on Form 10-K for a discussion of risk factors that could cause actual results to differ materially from expectations. I will now turn to Robin, who will discuss our third quarter results.

Thank you, Scott. Our third quarter income was $727,000, or $0.08 per diluted share, compared to a loss of $1.5 million, or $0.16 per diluted share in the third quarter of 2015.

Water transmission sales increased to $41.1 million in the third quarter of 2016 from $39.8 million in the third quarter of 2015. Water transmission gross profit as a percent of sales was 7.2% in the third quarter of 2016, an improvement from a loss of negative 1.8% in the third quarter of 2015.

The increase in sales was the result of a 7% increase in selling prices partially offset by a 3% decrease in tons produced. The increased selling prices and positive gross profit is due to an improvement in market conditions and the impact of a favorable product mix.

Selling, general and administrative cost decreased to $3.9 million in the third quarter of 2016 from $4.8 million in the third quarter of 2015. This decrease was due to lower wage and benefit expense from lower headcount.

We expect that our selling, general and administrative cost will run between $16 million and $17 million in 2016. Interest expense was $134,000 in the third quarter of 2016 and $195,000 in the third quarter of 2015.

Our overall borrowing was smaller this year compared to last year. We have a balance on our lines of credit throughout the third quarter of 2015, while we had drawn nothing on the line since October of 2015.

We expect that the interest expense for 2016 will be around $500,000 to $600,000. We do not foresee any need to borrow against our credit agreement for the rest of the year.

We have an unusual tax benefit rate of about 134% in the third quarter of 2016 compared to a tax benefit rate of about 80% in 2015. Our shift to positive earnings and more significantly the expected taxable gain on the sale of the Denver real property caused a reduction and the expected increase in valuation allowance for 2016.

U.S. GAAP required us to consider the impact on the valuation allowance in the third quarter even though the gain will not be realized until the fourth quarter.

In the third quarter of 2015, we had a discrete benefit related to the research and development tax credit study. We expect the full-year tax benefit rate for 2016 will be around 8%.

In the first nine months of 2016, the company generated $4.8 million in cash from operations mainly through decreases in accounts receivable and inventory. Depreciation was $7.4 million in the first nine months of 2016 and $6.7 million in the first nine months of 2015.

Capital expenditures were $1.8 million in the first nine months of 2016, which was for ongoing maintenance capital expenditures. As of the end of September, the balance in fixed assets for Atchison was about $36.5 million and Houston was about $3.2 million.

We have restructuring charges related to the Denver shutdown of $282,000 for severance. We expect there will be additional restructuring costs for severance and the demobilization of the equipment and the amount of about $2 million over the next couple quarters.

As we announced on October 5th, we have sold the Denver real property for $14.4 million. We expect the net proceeds of the sale will be around $13.7 million and the resulting gain will be about $7 million to $8 million, which does not include the restructuring charges.

A pre-tax loss for Denver was about $200,000 in the third quarter of 2016 and $900,000 in the third quarter of 2015. For the first nine months of 2016, a pre-tax loss was $2.9 million and $500,000 in the first nine months of 2015.

In Tubular Products, we expect our ongoing expenses to run around $2 million annually. In the third quarter, we had some charges related to the shutdown, which increased our costs.

Now, I'll turn it over to Scott for an update on our business.

As of September 30, 2016, our water transmission backlog was approximately $96 million compared to $98 million at the end of the second quarter and $101 million at the end of September of 2015. We expect that revenue and gross margins will be slightly better in the fourth quarter of 2016 compared to the third quarter.

The following is an outlook of current and upcoming water transmission projects. We were awarded IPL Segment 10-11 as previously announced.

This segment consists of 14,900 tons of pipe and we will begin production in late November. IPL Segment 17-18 is scheduled to bid in mid December and represents 14,500 tons of pipe.

The Houston project is a major program with multiple segments that started bidding with small projects in the second quarter. This is a multi-year series of projects that are expected to represent 90,000 tons of pipe.

The first major segment is the surface water supply project Segment A, which is scheduled to bid late second quarter or early third quarter of 2017 and could represent 15,000 tons. The next segment Capers Ridge Phase 2 is scheduled to bid in the fourth quarter of 2017 and represents 6,000 tons.

There were several other smaller segments on this program that are scheduled to bid in 2017. Bidding on the entire Houston project is expected to occur into 2019.

The Lower Bois D'arc Reservoir is a pipeline being planned by the North Texas Municipal Water District, which could represent 60,000 tons of pipe requirements, starting late 2017 to early 2018. The $1.3 billion in Texas Swift program funding that is projected to occur over the next several years is expected to result in additional near and long-term opportunities in Texas.

The Southeast Oklahoma raw water supply system also known as Atoka second pipeline is a 100-mile 64,000 ton pipeline with bidding expected to start in the fourth quarter of 2017. The California market continues to develop.

Although there are no single large volume programs, we are seeing a significant number of projects that are between 1,000 and 6,000 tons each. The Cadiz project is still active, but continues to be hampered by railroad Right-of-Way issues.

We were successful on the most recent segment of the Southern California Reliner program. The next segment will bid in the second quarter of 2017.

These segments were generally between 1,000 and 2,000 tons each. This program is expected to spend $2.6 billion over the next twenty years relining existing pre-stressed concrete pipelines.

The Los Angeles pipeline replacement program will begin to replace large segments of existing trunk lines. This program runs from 2017 through 2020.

In the 127-mile Red River Valley Water supply project continues to progress albeit slowly. We expect bidding to begin in 2019 or 2020.

We have planned about $2.5 million of total capital expenditures for 2016, which is lower than our planned depreciation. The company has a strong balance sheet with a net positive cash position even with the very difficult market conditions that we've seen over the previous 24 months.

We have not borrowed from our credit facility in more than a year. After the sale of Denver, we now have $26 million in cash on our balance sheet.

The sale of our non-core assets continues to be a priority. We are actively marketing our idled Atchison, Kansas plant and our Houston property.

This is an ongoing process that has been hampered by the depressed energy sector. We continue to look at a wide range of strategic opportunities for our water transmission business.

This is an active and ongoing process and we have nothing further that we were able to discuss. In closing, the company has been through pretty harsh market conditions in the last two years.

During that time, our management team has responded to the challenge strategically and aggressively. Since the end of 2014, we’ve focused on cost reducing SG&A expense by 31% and headcount in our core business by 23%.

And we've shuttered 20% of our capacity to right size our footprint and market share to maximize profitability. Today, we are in a market that is improving based on continued strength in the Texas market in the emergence of a stronger demand in California.

The market improvements and the aggressive actions we have taken are now beginning to show up in our results. As we move forward, Northwest Pipe will continue to be focused on one margin over volume in achieving the market share that best positions the company to maximize long-term profitability; two, enhancing the strength and flexibility of the balance sheet by monetizing non-core assets such as the Houston property and the Atchison, Kansas plant; and three, continuing to drive efficiencies and cost reductions at our production facilities.

At this time, we'd be happy to answer any of your questions.

Thanks. Good morning.

Good morning, Brent.

Morning, Brent.

Scott or Robin just a question on the water business in terms of profitability this quarter. Would you still have had costs associated with the Denver operations and results this quarter and could you potentially offer what those were?

In the third quarter, yes, we definitely had some costs that were associated with Denver operation. Obviously, we're still running product to Denver, Brent, likely for the next few weeks running products, but we’ll actually be shipping products into the first quarter of 2017.

So we have continued operating costs there. But why we've gone through this whole situation where we were shutting the facility down and obviously have sold the property.

We’ve had additional costs associated with severance and things of that nature in the third quarter. And as we expect going forward, we'll have some other costs associated in the fourth quarter and likely early into the next year like demobilization of the equipment and getting the equipment out of the plants and various other things like that.

So there are a few more pieces to that as we go forward.

Not including the restructuring that we did have a pre-tax loss in Denver about $200,000 in the third quarter.

Okay. And I am sorry, did you say what I guess the restructuring or related costs were there for the quarter?

There were $282,000 that broken out separately on the phase of the income statement and that’s for severance.

Got it, okay. And then, Scott, on the 7% increase in selling prices, how much did prevailing steel costs sort of influence that or can you really chalk this all uptick kind of alleviating market pressures?

Well, I think, obviously, steel prices have been fluctuating around pretty substantially over the last probably several months. From the end of 2015, it ran up $250 a ton and now over the last several weeks it's run down $100 a ton.

I really think obviously a little of the selling price increase is related to steel, but it's been jumping all over so much that you know how much of it you can actually attribute to steel. I think what you're seeing more than anything is the increased demand that we've actually seen in the third quarter.

The year is actually starting to relieve bidding pressure on each and every job. Obviously, as we've stated before in some of our earnings calls every job had have some bidding pressure, but when you start to see a municipal market that’s around a couple hundred thousand tons that starts to alleviate the pressure and all the other jobs.

And also lets some backlog start to develop around the industry, which will also hold pressure off the jobs and let’s prices move up. I think one of the issues we had previously, Brent, with the price moving up the way it did as we got into early this year, the pipe price for small time wasn't moving up even though steel price was because of the way the bidding environment had gone.

And obviously, the first quarter of this year was actually relatively low bidding level for 2016. As that bidding level started to pickup, obviously, the pricing level was pushed forward a little bit and certainly started to move up.

I don't attribute a lot of it to steel though at this point.

Okay. And then as a follow up to that on this competitive bid environment that you're seeing now.

Is there a way to characterize or quantify how that’s evolved since the low point in the market and in other words maybe half or more of the projects you're pursuing have a list of competitors you’re I guess traditionally more used to seen.

Yes, I would say characterizing it because of the demand increases that we saw specifically heading into the third quarter. And we’re seeing pretty good demand in the fourth quarter of 2016 that I think you still to see the same competitors show up, but there's a little bit less pressure on each job because likely those competitors that are out there have gotten some other jobs through this process and it's not like every job becomes a must win for every competitor.

So it's really loosened up the pressure on each job and actually allowed the prices to move up.

Okay. And then, Scott thanks for running through those jobs.

Are you seeing anymore urgency for projects maybe you haven't discussed before that now or maybe looking a little more realistic?

Well, I think the biggest thing, Brent, is that the stuff that we're seeing in Texas and have talked about is real. Obviously, we've got another segment of IPL Segment 17-18 that bids in December and that's a real segment.

The Houston program that I talked to is a pretty big program. And when you look at some of the Swift funding and things like that, they're starting to get mentioned.

So, Houston is a real program. The Atoka program is a real program.

Everything we're seeing in Texas is demand either continuing like it's been over the last few years or actually getting a little bit larger. The really good thing as we go through this is that when you look at the Swift funding, they've got $1.3 billion laid out for project spending over the next several years.

That's everything from distribution to conservation to treatment. So this program in Texas looks like it's going to continue for a significant amount of time.

The other piece that we're seeing right now is this Texas thing has been going on for a while, right. The other thing that we're seeing is the California work.

Obviously, they did Proposition 1 in California at the end of 2014 and that's out there. And it's a little bit difficult to follow the money around on Proposition 1.

We think that the Fresno surface water program had some Proposition 1 money into it. But what we're seeing in California is a lot of projects that are starting to come into the bidding process – the near-term bidding process that are 2,000, 3,000, 4,000 tons that continued through this year and well into 2018 and forward.

So we don't just have that one market in Texas that’s busy. We also have the California market with all these projects.

And I think I said before that California market looks like in 2016 it’s about tonnage wise about three times as large as it was in 2015. And we expect that volume level of bidding to continue into 2018 and actually beyond because there's a little bit of a build up of work.

The other thing with this is I think that I've mentioned in the past New York City work continues to be very constant in the east for our Parkersburg West Virginia plant. So instead of really having just one facility that's busy when you look at what we have going forward particularly in the fourth quarter and heading into 2017, we've got obviously IPL going on at the Saginaw facility, but we have pretty high production levels at our Adelanto facility and production levels that are on the upswing into 2017 on our Parkersburg facility.

So, I think that's really kind of the story of the improvements that we were seeing going forward in demand.

Okay and then just one more. With the recent IPL leg you announced included in backlog this quarter.

Yes.

Okay, okay, great. Well, thank you.

Thank you.

Hey, good morning guys.

Hi, Bhupender.

Good morning, Bhupender.

Hi. My question is around market share position.

Scott, you have talked in the previous call, how with the closure of Denver facility now taking down 20% capacity. Can you size the market and what your market share position would be right now and how do you think that progresses going into 2017?

Thank you.

Yeah, I think that's kind of an evolving situation, Bhupender. I think the fact that we have sold our Denver property or closing our Denver plant obviously creates a situation where our market share contracts a little bit through that period of time, but whether we are 35% to 40% market share or 40% to 45% market share that we've been in the past.

Our drive with the market share is getting to a market share that provides the best long-term profitability for the company. And as I said, this market is still evolving.

And what we're seeing is questions around the long-term viability of some of the recent entrance and players in the market, which we think over time even with having one plant out of the mix will allow that market share to continue to inch up over time as the market starts to shake out with who the participants are going forward. Even with the Denver plant gone, we still have more than enough capacity to cover the 40% to 45% market share that we've had historically.

But what I would say is this is an evolving situation and it's likely to be somewhat lower than that for at least a period of time.

Okay. So does that imply that – we have some excess capacity here and project outlook?

What you see right now in the pipelines with all the projects you mentioned going into 2017 and 2018? Is there a probability that some more capacity needs to come out from your end or from some of the competitors out there?

Well, I think that there is – obviously, when you look across the business, there's – as we've talked about, there's a little bit of excess capacity still in the business. Certainly, we've done part of the heavy lifting with closing Denver.

But I do think that as you look across all of the market participants in our market, you're seeing that there's probably some additional rationalization that certainly is going to happen. But I also think that the idea of consolidation is probably out there somewhere in the mix.

So I think the idea of rationalization and consolidation at some point – probably rationalizes at least some of that capacity that's an overhang still out. But I think us taking approximately 20% of our capacity out is a good start and a good, good leadership position with us obviously having a leadership position in the steel pressure pipe market and we're taking a little bit of a leadership role there in the marketplace.

Okay, got it. Last question on IPL, you have one more segment, which is going to be bid on late December.

Now, how do we see that is IPL done post December bid or do we have any more segments, which will come up like in 2017? And what are some of the big projects, which you think you can actually bid and get those projects like in 2017?

Well, we don’t – well IPL 17-18 is the IPL project that’s the next one. We don’t see any other IPL projects that are bidding in 2017.

I understand that the IPL 10-11 that we have right now that we plan on starting production on in November. Production on that will likely carry us into April of this year, okay.

So obviously we’ve got a pretty sharp eye on the next IPL project, 17 18 which would provide significant amount of production through the balance of the year. Now, again, like I said, we don’t see any additional IPL segments that are major segments in 2017.

But what is starting to come forward is the Houston program that I mentioned in the script. The surface water program is part of Houston and that’s the surface water A program, that’s 15,000 tons that’s scheduled to bid in the third quarter of 2017.

And then there’s another several thousand tons of Capers Ridge that’s been in the fourth quarter. So what we’re looking at right now is the situation in Texas that likely the work in Houston probably starts to take the place of what IPL was doing.

And at the same time, you have Lower Bois D'arc Reservoir, which is another major project that’s 50 or so thousand tons in North Texas that’s scheduled to start bidding in like the fourth quarter of 2017. So while there may not be any additional IPL segments we see right now in 2017 that are major, there are other things that are starting to come forward to replace it.

But like we also said in the script when we were talking about this, this $1.3 billion of swift funding that’s out there right now, is likely to develop into other near term and longer term opportunities in Texas as we go through this period of time. And even now, we have several projects in Texas, besides IPL that are good sized projects, projects before the end of the year that we’re bidding.

Projects that are 1,500 tons, 2,000 tons and those are good meat of the order book type projects. So I think that kind of gives you a little bit of a view of how we see Texas going forward.

Okay. Just one more question.

When we look at the project sizes in terms of tons, like I believe one to five, or six thousand tons would be the smaller size right. I mean that would be a small size for you guys?

I think those are good-sized projects.

Okay.

Obviously when you – the ones that you guys hear about all the time are the project like Lake Texoma or the IPL projects that are 15,000 or 20,000 tons and in some cases are even bigger, right. The problem is those projects don’t come along every day.

I think the meat of the order book is when you can get projects that are 1,000, 1,500 tons, 2,000 tons, 3,000 tons, 4,000 ton projects. When you start getting more of those projects, that becomes, I think, a healthier order book for us for sure.

And I think that what it does is make healthier backlogs throughout the industry, right, because when you look at one of these major projects, if you are after one of those major projects, then you miss it and there’s nothing else coming forward like these, what I would call medium size projects. Then it becomes a pretty significant situation with the production of any specific plant [indiscernible] company.

These mid-size projects really become a big part of the order book when you’re looking at what goes on at any specific production facility. And the interesting thing about as we look at the jobs that we see going into 2017, we’re starting to see the same kind of a trend with the number of jobs that we’ve seen.

But what we’re seeing is it looks like that the average tons on each job are increasing quite nicely as we go into 2017, which from our perspective creates a healthier order book and quite frankly, should help create healthier backlogs across the industry, which leads to less pressure on each job and ultimately the upward pressure on pricing and positive impacts on margins.

Right, exactly. Lastly, on the balance sheet, now you did mention that after your Denver divestiture, I think you have $26 million in cash.

Any thinking on how the uses of cash post the Denver thing?

What I would say is when you look at the last several quarters I would say is that we’ve come through a pretty rough time. And I think we’ve come through a pretty rough time with a really good balance sheet, obviously a strong cash position.

We’re going to be careful before we start doing too much with the cash on our balance sheet. Obviously we expect business to pick up.

And as our business to picks up, obviously working capital levels will go up and ultimately consume a little bit more of that cash. But we’re going to be a little bit cautious right now.

We’ve come through a tough time and we want to get some decent quarters behind us before we start considering doing anything besides running the business day to day.

Okay, thank you.

Thanks.

Robin, Scott good morning.

Good morning David.

Good morning David.

Okay, three questions. The first is, Robin in your prepared remarks near the end you talk about what I think were the carrying values of the idled assets, but I’m missing what’s $36.5 million, three point, can you read that again?

Sure, Atchison is about $36.5 million and Houston is about $3.2 million.

Okay. Okay, the second question, I think, earlier in the year you might have said that 2016 would be the largest tons shipped year in may be ten years wouldn’t be the largest revenue year, because of lower pricing in the marketplace.

In terms of the tons shipped, will that still be correct?

Well I think I have to look back should I think one of the things that we said on this David is that the bidding volume in 2016 was going to be relatively large year, up around 200,000 tons. We did expect to ship larger tons.

I think we’ve kind of throttled that back a little bit as we’ve actually closed the Denver facility because we didn’t have the Denver facility begin closed at that point. And certainly we haven’t been taking additional workflow for Denver, so that number has come down little bit.

But it’s still going to be a pretty good size production and shipping year.

Okay. And then lastly, are there business opportunities for the company that you see in Nevada?

Yes, actually there’s some Southern Nevada projects that are going on right now, that are decent size projects. In fact, we’re tracking one right now that, I think we, if my memory recalls, because I can’t remember every one of these projects.

I think it’s something that we’re working through right now. We also see some other business coming forward in Nevada, nothing big like the pipeline that they originally talked about this Southern Nevada Water Authority, from those reservoirs in Northern Nevada, in Utah and taking water down into Las Vegas.

They were originally talking about pipeline that could be 250 miles long or something along that lines. That’s kind of in back burner.

Obviously a lot of that depends on the water level in Lake Mead and some of what’s going on out there, which is still Nevada work. Is they’re putting lower level intakes in Lake Mead to be able to extract water out of Lake Mead at lower level so they can continue the water flow.

So there are projects that are going on in Nevada, but nothing big like which originally being talked about with the Southern Nevada project.

Okay. Well thanks for answering my questions and you’ve been doing a great job given the environment.

It looks like the environment is getting a little bit better. So keep up the good work.

Thanks David, thanks for the comments.

Okay. Well I like to thank everybody for your attendance on the call.

And look forward to talking to you again in early March timeframe. And thank you very much.

Take care.