nwpx20250630

nwpx20250630_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______to _______

Commission File Number: 0-27140

NWPX Infrastructure, Inc.

(Exact name of registrant as specified in its charter)

Oregon	93-0557988
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

201 NE Park Plaza Drive, Suite 100

Vancouver, Washington 98684

(Address of principal executive offices and Zip Code)

360‑397‑6250

(Registrant’s telephone number, including area code)

Northwest Pipe Company

(Former name, former address and formal fiscal year, if changed since last report)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S‑T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the registrant’s common stock as of July 30, 2025 was 9,653,882 shares.

Table of Contents

NWPX INFRASTRUCTURE, INC.

FORM 10‑Q

TABLE OF CONTENTS

	Page
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited):

Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024	2

Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2025 and 2024	3

Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024	4

Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2025 and 2024	5

Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024	7

Notes to Condensed Consolidated Financial Statements	8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3. Quantitative and Qualitative Disclosures About Market Risk	26

Item 4. Controls and Procedures	26

PART II - OTHER INFORMATION

Item 1. Legal Proceedings	26

Item 1A. Risk Factors	26

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	26

Item 5. Other Information	27

Item 6. Exhibits	28

Signatures	29

Table of Contents

Part I – FINANCIAL INFORMATION

Item 1. Financial Statements

NWPX INFRASTRUCTURE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share amounts)

	*Three Months Ended June 30,*						*Six Months Ended June 30,*
	*2025*			*2024*			*2025*			*2024*

Net sales	$	133,182		$	129,505		$	249,297		$	242,720
Cost of sales		107,817			103,691			204,567			196,772
Gross profit		25,365			25,814			44,730			45,948
Selling, general, and administrative expense		12,129			12,195			25,925			23,639
Operating income		13,236			13,619			18,805			22,309
Other income (loss)		21			(228	)		28			(221	)
Interest expense		(763	)		(1,823	)		(1,398	)		(3,297	)
Income before income taxes		12,494			11,568			17,435			18,791
Income tax expense		3,431			2,949			4,408			4,934
Net income	$	9,063		$	8,619		$	13,027		$	13,857

Net income per share:
Basic	$	0.91		$	0.87		$	1.31		$	1.40
Diluted	$	0.91		$	0.86		$	1.30		$	1.38

Shares used in per share calculations:
Basic		9,882			9,912			9,908			9,914
Diluted		9,961			9,995			10,041			10,025

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

NWPX INFRASTRUCTURE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands)

	*Three Months Ended June 30,*						*Six Months Ended June 30,*
	*2025*			*2024*			*2025*			*2024*

Net income	$	9,063		$	8,619		$	13,027		$	13,857

Other comprehensive income (loss), net of tax:
Pension liability adjustment		17			23			33			44
Unrealized gain (loss) on foreign currency forward contracts designated as cash flow hedges		(170	)		3			(200	)		13
Unrealized gain (loss) on interest rate swaps designated as cash flow hedges		2			(39	)		(13	)		(15	)
Other comprehensive income (loss), net of tax		(151	)		(13	)		(180	)		42

Comprehensive income	$	8,912		$	8,606		$	12,847		$	13,899

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

NWPX INFRASTRUCTURE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollar amounts in thousands, except per share amounts)

	*June 30, 2025*	*December 31, 2024*
Assets
Current assets:

SEC Form 10-Q filed by NWPX Infrastructure Inc.