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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): October 29, 2025
 
NWPX Infrastructure, Inc.
(Exact name of registrant as specified in its charter)
 
Oregon
0-27140
93-0557988
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
201 NE Park Plaza Drive, Suite 100
Vancouver, WA 98684
(Address of principal executive offices and Zip Code)
 
Registrant’s telephone number, including area code: 360-397-6250
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, par value $0.01 per share
 
NWPX
 
Nasdaq Global Select Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 


 
Item 2.02.
 
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
     
   
On October 29, 2025, NWPX Infrastructure, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2025 and its current outlook. The press release contains forward-looking statements regarding the Company, and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated. The press release issued October 29, 2025 is furnished herewith as Exhibit No. 99.1 to this Report, and shall not be deemed filed for purposes of Section 18 of the Exchange Act.
     
     
Item 9.01.
 
FINANCIAL STATEMENTS AND EXHIBITS
     
(d)
 
Exhibits
     
   
     
   
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 


 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on October 29, 2025.
 
 
NWPX INFRASTRUCTURE, INC.
 
(Registrant)
     
 
By
/s/ Aaron Wilkins
   
Aaron Wilkins,
   
Senior Vice President, Chief Financial Officer, and Corporate Secretary
 
 
EX-99.1 2 ex_854786.htm EXHIBIT 99.1 ex_854786.htm

Exhibit 99.1

 

nwpxinfrastructurelogo-lette.jpg

 

 

NWPX Infrastructure, Inc. Announces Third Quarter 2025 Financial Results

 

  Record net sales of $151.1 million, an increase of 16.0% year-over-year and record gross profit of $32.2 million, an increase of 19.0% year-over-year
  Record net sales of $103.9 million for the Water Transmission Systems segment (“WTS”), an increase of 20.9% year-over-year and record gross profit of $22.1 million for WTS, an increase of 33.0% year-over-year
  Net income of $13.5 million, or $1.38 per diluted share
 

Backlog1 of $257 million for WTS; backlog including confirmed orders2 of $301 million

  Order book3 of $55 million for the Precast Infrastructure and Engineered Systems segment (“Precast”)
  Repurchased $15.8 million of common stock year-to-date through September 2025, representing 3.8% of the Company’s shares outstanding

 

VANCOUVER, Washington—October 29, 2025—NWPX Infrastructure, Inc. (NASDAQ: NWPX) (the “Company”), a leading manufacturer of water-related infrastructure products, today announced its financial results for the third quarter ended September 30, 2025. The Company will broadcast its third quarter 2025 earnings conference call on Thursday, October 30, 2025 at 7:00 a.m. PT.

 

Management Commentary

 

“We delivered our strongest quarter in Company history, achieving consolidated revenue of $151.1 million, up 13.4% compared to the previous quarter, and a gross margin of 21.3%, reflecting 230 basis points of sequential quarter margin expansion,” said Scott Montross, President and Chief Executive Officer of NWPX Infrastructure, Inc. “Our enhanced profitability led to another quarter of strong operating cash flow generation totaling $21.0 million. These results reflect the continued strength of our WTS and Precast businesses and the exceptional execution of our teams.”

 

Mr. Montross continued, “Our WTS business delivered record revenue of $103.9 million and record gross profit of $22.1 million, with gross margin expanding nearly 350 basis points over the prior quarter to 21.3%. These results were driven by stronger than anticipated customer shipping requirements and strong project pricing levels. Our backlog including confirmed orders remained above $300 million at quarter-end, despite the elevated shipping activity, positioning us well for continued strength throughout the fourth quarter. Our Precast business also continued to perform well with revenue only slightly below the record level achieved last quarter on relatively consistent margins. We have continued to see improving momentum in the non-residential portion of our Precast business, which should be a key driver for Precast margin improvement moving forward.”

 

Mr. Montross concluded, “As we look ahead into the fourth quarter and manage through the seasonally slower period impacted by weather and holidays, we anticipate WTS revenue and margins comparable to last year’s levels, while Precast revenue and margins are expected to show a modest year-over-year improvement. In addition, we expect the fourth quarter to be the strongest project bidding period of 2025 which should result in backlog growth and enable us to enter 2026 from a position of strength. Our record third quarter 2025 results continue to demonstrate the resilience of our business model, the durability of our end markets, and the exceptional commitment of our employees who continue to drive performance across both segments.”

 

 

1

Third Quarter 2025 Financial Results

 

Consolidated

 

 

Net sales increased 16.0% to $151.1 million from $130.2 million in the third quarter of 2024.
  Gross profit increased 19.0% to $32.2 million, or 21.3% of net sales, from $27.0 million, or 20.8% of net sales, in the third quarter of 2024.
  Net income was $13.5 million, or $1.38 per diluted share, compared to $10.3 million, or $1.02 per diluted share, in the third quarter of 2024. The third quarter of 2025 marked the highest net income in the Company’s history aside from the third quarter of 2018 which included a $21.9 million bargain purchase gain associated with the acquisition of Ameron Water Transmission Group, LLC.4

 

Water Transmission Systems Segment (WTS)

 

 

WTS net sales increased 20.9% to $103.9 million from $85.9 million in the third quarter of 2024 driven by a 14% increase in tons produced resulting from changes in project timing and a 6% increase in selling price per ton due to changes in product mix.
  WTS gross profit increased 33.0% to $22.1 million, or 21.3% of WTS net sales, from $16.6 million, or 19.4% of WTS net sales, in the third quarter of 2024 due to increased volume, including related operational efficiency gains, and changes in product mix.
  WTS backlog was $257 million as of September 30, 2025 compared to $298 million as of June 30, 2025 and $231 million as of September 30, 2024. Backlog including confirmed orders was $301 million as of September 30, 2025 compared to $348 million as of June 30, 2025 and $282 million as of September 30, 2024.

 

Precast Infrastructure and Engineered Systems Segment (Precast)

 

 

Precast net sales increased 6.6% to $47.2 million from $44.3 million in the third quarter of 2024 driven by an 8% increase in selling prices due to changes in product mix, partially offset by a 2% decrease in volume shipped.

  Precast gross profit decreased 3.4% to $10.0 million, or 21.3% of Precast net sales, from $10.4 million, or 23.5% of Precast net sales, in the third quarter of 2024 primarily due to changes in product mix.
  Precast order book was $55 million as of September 30, 2025 compared to $56 million as of June 30, 2025 and $57 million as of September 30, 2024.

 

Balance Sheet, Cash Flow, and Capital Allocation

 

 

As of September 30, 2025, the Company had $27.6 million of outstanding revolving loan borrowings and additional borrowing capacity of approximately $96 million under the revolving credit facility.
  Net cash provided by operating activities was $21.0 million in the third quarter of 2025 compared to $22.7 million in the third quarter of 2024 primarily due to a $5.6 million decrease in cash from changes in working capital, partially offset by a $3.8 million increase in net income adjusted for noncash items.
  Capital expenditures were $7.8 million in the third quarter of 2025 compared to $6.0 million in the third quarter of 2024.
  The Company repurchased approximately 186,000 shares of its common stock at an average price of $42.90 per share for a total of $8.0 million during the third quarter of 2025, and subsequent to quarter end, through October 28, 2025, the Company repurchased approximately 25,000 additional shares at an average price of $51.95 per share for a total purchase price of $1.3 million pursuant to a Rule 10b5‑1 trading plan.

 


 

1 NWPX Infrastructure, Inc. defines “backlog” as the balance of remaining performance obligations under signed contracts for Water Transmission Systems products for which revenue is recognized over time.

 

2 NWPX Infrastructure, Inc. defines “confirmed orders” as Water Transmission Systems projects for which the Company has been notified that it is the successful bidder, but a binding agreement has not been executed.

 

2

3 NWPX Infrastructure, Inc. defines “order book” as unfulfilled orders outstanding at the measurement date for its Precast Infrastructure and Engineered Systems segment.

 

4 In the third quarter of 2018 the Company reported net income of $27.8 million, or $2.86 per diluted share which, amongst other non-recurring items, included a bargain purchase gain of $21.9 million associated with our acquisition of Ameron Water Transmission Group, LLC. Without this non-cash item and other non-recurring items reported for that quarter, the adjusted net income reconciled to $2.1 million, or $0.21 per share. See reconciliation of Non-GAAP Financial Measures in our Form 8‑K filed on November 8, 2018 for additional information.

 

Conference Call Details

 

A conference call and simultaneous webcast to discuss the Company’s third quarter 2025 financial results will be held on Thursday, October 30, 2025, at 7:00 a.m. Pacific Time. The call will be broadcast live on the Investor Relations section of the Company’s website at investor.nwpipe.com and will be archived online upon completion of the conference call. For those unable to listen to the live call, a replay will be available approximately three hours after the event and will remain available until Thursday, November 13, 2025, by dialing 1‑844‑512‑2921 in the U.S. or 1‑412‑317‑6671 internationally and entering the replay access code: 13756400.

 

About NWPX Infrastructure, Inc.

 

Founded in 1966, NWPX Infrastructure, Inc. is a leading manufacturer of water-related infrastructure products. Under the Northwest Pipe Company brand, the Company is the largest manufacturer of engineered water transmission systems in North America and produces steel casing pipe, bar-wrapped concrete cylinder pipe, and pipeline system joints and fittings. The Company also provides solution-based products for a wide range of markets including high-quality reinforced precast concrete products and lined precast sanitary sewer system components, which are manufactured under the NWPX Geneva brand, as well as water distribution and management equipment including pump lift stations, wastewater pretreatment, and stormwater quality products through the NWPX Park brand. Strategically positioned to meet growing water and wastewater infrastructure needs, the Company’s skilled team is committed to quality and innovation while upholding its core values of accountability, commitment, and teamwork. Headquartered in Vancouver, Washington, the Company operates 13 manufacturing facilities across North America. For more information, please visit www.nwpx.com.

 

3

Forward-Looking Statements

 

Statements in this press release by Scott Montross contain “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, that are based on current expectations, estimates, and projections about the Company’s business, management’s beliefs, and assumptions made by management. 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 the Company include changes in demand and market prices for its 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, product quality assurance failures that result in decreased sales and operating margin, product returns, product liability, warranty, or other claims, international trade policy and regulations, changes in trade policy (in particular with Canada and Mexico) and duties imposed on imports and exports and the related impacts on the Company, economic uncertainty and associated trends in macroeconomic conditions, including potential recession, inflation, and the state of the housing and commercial construction markets, interest rate risk and changes in market interest rates, including the impact on the Company’s customers and related demand for its products, the Company’s ability to identify and complete internal initiatives and/or acquisitions in order to grow its business, the Company’s ability to effectively integrate future acquisitions into its business and operations that produce accretive 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 the Company’s results of operations, and the impact on its customers and related demand for its products, delays or reductions in state or local government spending due to revisions to federal appropriations brought on by policy changes, staffing levels or the inability to pass budget reconciliation legislation, adequacy of the Company’s insurance coverage, supply chain challenges, the Company’s ability to attract and retain talented employees, impact of geopolitical trends, changes, and events, including the various military conflicts or tensions and the regional and global ramifications of these conditions, operating problems at the Company’s manufacturing operations including fires, explosions, inclement weather, and floods and other natural disasters, effectiveness of future implementations or conversions of enterprise resource planning or other key system, material weaknesses in the Company’s internal control over financial reporting and its ability to remediate such weaknesses, impacts of pandemics, epidemics, or other public health emergencies, and other risks discussed in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2024 and from time to time in its other Securities and Exchange Commission filings and reports. Such forward-looking statements speak only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release. If the Company does update or correct one or more forward-looking statements, investors and others should not conclude that it will make additional updates or corrections with respect thereto or with respect to other forward-looking statements.

 

Non-GAAP Financial Measures

 

The Company is presenting backlog including confirmed orders. This non-GAAP financial measure is provided to better enable investors and others to assess the Company’s ongoing operating results and compare them with its competitors. This should be considered a supplement to, and not a substitute for, or superior to, financial measures calculated in accordance with GAAP.

 

For more information, visit www.nwpx.com.

 

Contact:

Aaron Wilkins

Chief Financial Officer

NWPX Infrastructure, Inc.

investors@nwpx.com

 

Or

 

Addo Investor Relations

nwpx@addo.com

 

###

 

4

 

NWPX INFRASTRUCTURE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share amounts)

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2025

   

2024

   

2025

   

2024

 

Net sales:

                               

Water Transmission Systems

  $ 103,866     $ 85,924     $ 266,900     $ 255,454  

Precast Infrastructure and Engineered Systems

    47,201       44,277       133,464       117,467  

Total net sales

    151,067       130,201       400,364       372,921  
                                 

Cost of sales:

                               

Water Transmission Systems

    81,750       69,296       217,555       207,603  

Precast Infrastructure and Engineered Systems

    37,167       33,886       105,929       92,351  

Total cost of sales

    118,917       103,182       323,484       299,954  
                                 

Gross profit:

                               

Water Transmission Systems

    22,116       16,628       49,345       47,851  

Precast Infrastructure and Engineered Systems

    10,034       10,391       27,535       25,116  

Total gross profit

    32,150       27,019       76,880       72,967  
                                 

Selling, general, and administrative expense

    13,113       11,581       39,038       35,220  

Operating income

    19,037       15,438       37,842       37,747  

Other income (expense)

    (3 )     (66 )     25       (287 )

Interest expense

    (788 )     (1,452 )     (2,186 )     (4,749 )

Income before income taxes

    18,246       13,920       35,681       32,711  

Income tax expense

    4,741       3,667       9,149       8,601  

Net income

  $ 13,505     $ 10,253     $ 26,532     $ 24,110  
                                 

Net income per share:

                               

Basic

  $ 1.40     $ 1.03     $ 2.70     $ 2.43  

Diluted

  $ 1.38     $ 1.02     $ 2.66     $ 2.40  
                                 

Shares used in per share calculations:

                               

Basic

    9,678       9,919       9,830       9,915  

Diluted

    9,813       10,055       9,966       10,040  

 

5

NWPX INFRASTRUCTURE, INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

(Unaudited)

 

(In thousands)

 

 

   

September 30, 2025

   

December 31, 2024

 

Assets

               

Current assets:

               

Cash and cash equivalents

  $ 2,671     $ 5,007  

Trade and other receivables, net

    98,134       66,946  

Contract assets

    96,882       103,422  

Inventories

    74,521       79,770  

Prepaid expenses and other

    2,693       7,343  

Total current assets

    274,901       262,488  

Property and equipment, net

    155,933       150,456  

Operating lease right-of-use assets

    88,332       87,747  

Goodwill

    55,504       55,504  

Intangible assets, net

    24,016       27,041  

Other assets

    6,547       6,417  

Total assets

  $ 605,233     $ 589,653  
                 

Liabilities and Stockholders’ Equity

               

Current liabilities:

               

Current portion of long-term debt

  $ 2,994     $ 2,994  

Accounts payable

    28,052       27,783  

Accrued liabilities

    32,265       28,172  

Contract liabilities

    8,308       11,197  

Current portion of operating lease liabilities

    4,769       4,987  

Total current liabilities

    76,388       75,133  

Borrowings on line of credit

    27,633       24,677  

Long-term debt

    9,231       11,476  

Operating lease liabilities

    87,401       85,744  

Deferred income taxes

    8,421       8,297  

Other long-term liabilities

    9,807       10,323  

Total liabilities

    218,881       215,650  
                 

Stockholders’ equity:

               

Common stock

    96       99  

Additional paid-in-capital

    114,246       128,407  

Retained earnings

    272,863       246,331  

Accumulated other comprehensive loss

    (853 )     (834 )

Total stockholders’ equity

    386,352       374,003  

Total liabilities and stockholders’ equity

  $ 605,233     $ 589,653  

 

6

 

NWPX INFRASTRUCTURE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

 

   

Nine Months Ended September 30,

 
   

2025

   

2024

 

Cash flows from operating activities:

               

Net income

  $ 26,532     $ 24,110  

Adjustments to reconcile net income to net cash provided by operating activities:

               

Depreciation and finance lease amortization

    11,517       11,255  

Amortization of intangible assets

    3,025       3,024  

Noncash operating lease expense

    4,632       4,474  

Deferred income taxes

    113       (70 )

Share-based compensation expense

    3,924       3,836  

Other, net

    1,504       539  

Changes in operating assets and liabilities:

               

Trade and other receivables

    (32,200 )     (32,267 )

Contract assets, net

    3,652       6,980  

Inventories

    5,249       6,252  

Prepaid expenses and other assets

    4,331       6,358  

Accounts payable

    (785 )     (10,517 )

Accrued and other liabilities

    3,533       (1,278 )

Operating lease liabilities

    (3,777 )     (3,768 )

Net cash provided by operating activities

    31,250       18,928  
                 

Cash flows from investing activities:

               

Purchases of property and equipment

    (14,964 )     (16,609 )

Other investing activities

    31       62  

Net cash used in investing activities

    (14,933 )     (16,547 )
                 

Cash flows from financing activities:

               

Borrowings on line of credit

    132,957       142,883  

Repayments on line of credit

    (130,001 )     (136,664 )

Repurchase of common stock

    (15,701 )     (4,429 )

Tax withholdings related to net share settlements of equity awards

    (2,313 )     (1,449 )

Payments on other debt

    (2,250 )     -  

Payments on finance lease liabilities

    (1,199 )     (1,067 )

Other financing activities

    (146 )     -  

Net cash used in financing activities

    (18,653 )     (726 )
                 

Change in cash and cash equivalents

    (2,336 )     1,655  

Cash and cash equivalents, beginning of period

    5,007       4,068  

Cash and cash equivalents, end of period

  $ 2,671     $ 5,723  

 

7