NWPX Infrastructure, Inc. (NWPX)
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AGM 2026

Jun 10, 2026

Summary

The meeting approved all proposals, including director elections and executive compensation. Strong financial results were highlighted, with record revenue and profit, and strategic growth through acquisitions and product expansion. Non-residential demand, especially for data centers, is driving growth.

Operator

Hello, welcome to the NWPX Infrastructure, Inc. annual meeting. Please note that today's meeting is being recorded. Following the meeting, we'll have a general question and answer session. You can submit questions or comments at any time by clicking on the Q&A icon on the annual meeting website. It is now my pleasure to turn today's meeting over to Rich Roman .

Rich Roman
Chairman of the Board of Directors, NWPX Infrastructure

Good morning, ladies and gentlemen. My name is Rich Roman . I am Chairman of the Board of Directors of NWPX Infrastructure, Inc. The directors and officers of the company join me in welcoming you to this annual meeting of shareholders. I would like to thank everyone for joining us. I am joined today by Scott Montross, the company's CEO, and by our CFO and corporate secretary, Aaron Wilkins. The company is also joined by Chad Averill, lead engagement partner from Baker Tilly US, LLP, the company's external audit firm, as well as Alison Pear from Buchalter, serving as the company's general counsel. We are again hosting our annual shareholders meeting virtually. In addition to the convenience gained by this meeting format, we believe a virtual meeting allows for greater transparency by way of reaching a greater number of our valued shareholders.

Virtual attendance at our annual meeting constitutes presence in person under the company's bylaws. As is our custom, we will first conduct the business of the annual meeting. After the formal meeting has been adjourned, Scott will provide a brief update on the business, after which we will provide time to answer your questions. Shareholders are asked to submit their questions through the meeting portal. Though we may not be able to answer every question, we will do our best to provide a response to as many as possible. At this point in the meeting, I will ask that all participants refer and adhere to the code of conduct posted for this meeting, which can be accessed in the portal. Today's meeting is being recorded and can be replayed later by accessing the investor relations page of the company's website. I would ask that this meeting now come to order.

While I will walk you through the matters for shareholder consideration, at this point, I would like to declare for our shareholders that voting remains open. Shareholders have been provided access to the company's proxy, which details the matters up for vote today. If you haven't already accessed the proxy, it can be found in the meeting portal. If you haven't already done so, I urge you to initiate voting now. Votes can continue to be cast for a few more minutes and up to the point when I announce that voting is closed. Votes that were previously cast can also be changed through this period. For shareholders who have already voted and do not wish to change their vote, no further action is required. As this meeting is being conducted virtually, we will vote on all matters for shareholder consideration concurrently.

Our annual meeting is being held today for the purpose of electing two directors, conducting an advisory vote on executive compensation, ratifying the appointment of Baker Tilly US, LLP as the company's registered public accounting firm for the year ending December 31st, 2026, and to transacting such other business as may properly come before this annual meeting. The agenda for this meeting will be as follows. First, the preliminary procedural matters. Second, matters for shareholder consideration, which include the election of the directors, the advisory vote on executive compensation, and the ratification of the appointment of Baker Tilly US, LLP. Next will be the voting and results, followed by the adjournment of the formal meeting. We will hear a business update from Scott, and finally, questions and answers.

I have been advised by the company secretary that pursuant to the bylaws of the company and Oregon law, the notice announcing the intent to hold this annual meeting was duly and properly mailed to the shareholders of record as of April 9th, 2026. Broadridge Financial Solutions has been appointed as inspector of the election. They have advised me that based on a preliminary count, there are sufficient votes present, represented in person or by proxy, amounting to a majority of the outstanding shares entitled to vote at this annual meeting. Based upon this count, I declare that a quorum is present and that this annual meeting is lawfully convened and may proceed to transact business. Under the company's articles of incorporation and its bylaws, the company's directors are divided into three classes, with each class to be as nearly equal in number as possible.

The term of office of only one class of directors expires each year, and their successors are generally elected for terms of three years and until their successors are elected and qualified. The company's board includes five continuing directors, consisting of Amanda Julian, Keith Larson, Irma Lockridge, Mike Franson, and myself, Rich Roman . I would now like to introduce the nominees for election today. Scott Montross is the company's president and CEO and was originally elected to serve on the company's board of directors in 2013. John Paschal was also appointed to serve on the board of directors in August 2019. Both directors are being nominated for three-year terms. In accordance with the bylaws of the company, nominations by shareholders were required to have been received prior to the date of this meeting. No such nominations were received.

In addition to the election of the two directors I introduced, we are asking for an advisory vote on executive compensation of the named executive officers identified in the company's proxy. The third and final matter up for shareholder consideration is the ratification of the appointment of Baker Tilly US, LLP as the independent registered public accounting firm for the year ending December 31st, 2026. At this time, voting on all matters is closed. Aaron, will you please announce the results?

Aaron Wilkins
CFO and Corporate Secretary, NWPX Infrastructure

The preliminary results have been provided by Broadridge Financial Solutions. The final voting results could change as the votes continue to be tallied and recorded and will be filed with the Securities and Exchange Commission in the next few days by way of Form 8-K. Based on the preliminary results, both of the candidates for election to the board have received sufficient votes for their election. The advisory vote on executive compensation has been approved. Finally, the ratification of the appointment of Baker Tilly US, LLP has also been approved.

Rich Roman
Chairman of the Board of Directors, NWPX Infrastructure

I therefore declare that the board's nominees are elected to the board of directors. The advisory vote on executive compensation has been approved. Finally, the ratification of the appointment of Baker Tilly US, LLP has also been approved. This completes the formal business to come before this annual meeting. There being no further formal business, this annual meeting now stands adjourned. We now move to Scott's business update. After the conclusion of the business update, the management team will answer shareholder questions. The company shareholders are reminded to submit questions by way of the associated link in your portal. At this point, I would like to turn things over to NWPX Infrastructure CEO, Scott Montross.

Scott Montross
CEO, NWPX Infrastructure

Good morning, everyone. Thank you all for being here today and for your continued trust and investment in our company. It's an honor to welcome you to the 2026 Annual Shareholders Meeting of NWPX Infrastructure, Inc. Before I begin, just a reminder that the statements made on this call regarding our expectations for the future are forward-looking statements and actual results could differ materially. Please refer to our most recent Form 10-K for a year ended December 31st, 2025, and in our other SEC filings for a discussion of such risk factors that could cause actual results to differ materially from our expectations. We undertake no obligation to update any forward-looking statements. Today, I'd like to take a few moments to reflect on where we've been, highlight the tremendous progress we've made, and share our vision for the path ahead.

The transformation of NWPX over the past decade has been significant. 10 years ago, our company looked very different. At that time, nearly half of our business was tied to energy tubular products. We subsequently monetized that business. We also sold underperforming water transmission facilities, which strengthened our balance sheet with significant cash generation, but we were left operating just five plants. At that point in 2017, the company was generating approximately $130 million in revenue and had fewer than 500 employees company-wide. Since then, we've rebuilt and reshaped the company. First, in July of 2018, we expanded and solidified our water transmission systems platform by consolidating the market with the acquisition of the Ameron water transmission business. We then entered the precast infrastructure market through the acquisition of Geneva Pipe and Precast early in 2020, acquiring three facilities in Utah.

We expanded further into the engineered precast solutions with the acquisition of ParkUSA in late 2021, acquiring three facilities in Texas. Most recently, in February 2026, we acquired an additional precast infrastructure facility in Pueblo, Colorado, called Boughton's Precast. This facility has been rolled under the Geneva umbrella, becoming a fourth Geneva production facility. Today, NWPX operates 14 strategically located manufacturing facilities, 13 across the U.S. and one in Mexico. In 2025, we achieved $526 million in revenue, record gross profit of $103.6 million, record earnings per share of $3.56, and free cash flow of $47.1 million. These results clearly demonstrate our evolution from a steel pressure pipe manufacturer into a diversified engineered infrastructure solutions provider, serving critical water and infrastructure markets across North America.

Our corporate headquarters is located in Vancouver, Washington, just across the river from Portland, Oregon.

This map highlights the strategic footprint we've built across North America. Our water transmission facilities, shown in dark blue, are positioned near major regional demand centers throughout the U.S. and Mexico. Our Geneva Pipe and Precast operations, shown in red across Utah, primarily serve residential and non-residential construction markets in some of the fastest-growing regions in the Western U.S. Our ParkUSA operations, also in red in Texas, focus heavily on our non-residential infrastructure construction in one of the strongest economic regions in the country. Finally, our most recent acquisition, Boughton's Precast in Colorado, expands our precast platform and further strengthens our regional manufacturing capability. This footprint gives us geographic diversity, customer proximity, and significant operational flexibility. Our growth strategy remains focused on two primary objectives: organic growth through product spread and disciplined accretive acquisitions.

From an organic growth standpoint, we continue executing what we call our precast product spread strategy. That includes bringing ParkUSA water control systems into Geneva facilities, introducing Park products into water transmission markets, and distributing Geneva products throughout both Park and water transmission locations. This strategy is creating meaningful cross-selling opportunities throughout the organization. In 2025 alone, product spread initiatives generated $10.7 million in bookings, including more than $2 million of Park product sales through Geneva locations. At the same time, we remain highly focused on acquiring complementary businesses within the precast infrastructure sector to further expand both our capabilities and our market reach. Business momentum across the company remains very strong. Today, our water transmission backlog remains well above $400 million, and our precast businesses continue to maintain healthy order books. Within ParkUSA, we continue to see strengthening demand tied to non-residential construction activity.

At Geneva, non-residential growth has helped offset recent softness in residential construction markets. Overall, demand levels across the business remains healthy and stable. Most importantly, this demand, combined with strong operational execution, has produced a seven-year compound annual revenue growth rate of 17% and profitability growth of 37%, and continued improvement in free cash flow generation. These trends reflect not only growth but improving quality and durability of earnings across the organization. We entered 2026 with significant momentum and delivered a very strong first quarter.

Highlights include record first quarter revenue in both our water transmission and precast segments, record consolidated gross profit of $26.7 million, which was 37% higher than the prior year first quarter, a water transmission backlog of $373 million, with confirmed orders bringing total backlog to approximately $430 million, a stable and healthy precast order book of approximately $55 million in first quarter net income of $10.5 million, or $1.08 per diluted share. Additionally, we generated approximately $29 million in operating cash flow during the quarter. Overall, we are very pleased with how this year has started. Free cash flow generation continues to be a major area of focus throughout the organization. In fact, all our senior management compensation includes performance goals tied directly to free cash flow generation.

In 2025, we generated $47.1 million in free cash flow, equivalent to approximately $4.74 per share and an increase of 37% over the prior year. This performance was driven by strong working capital management, improved cash conversion efficiency, and disciplined capital spending. We expect continued progress in free cash flow generation throughout 2026. Our capital allocation priorities remain disciplined, straightforward, and shareholder-focused. Our priorities are, first, investing in organic growth opportunities across our facilities and product lines. Second, reducing debt and maintaining balance sheet strength. Third, pursuing strategic acquisitions within the precast infrastructure sector. Fourth, repurchasing shares when acquisition opportunities are not available or do not meet our return thresholds. During the first quarter of 2026, we repurchased approximately $2.2 million of company stock, and we intend to remain active and opportunistic within the share repurchases moving forward. Nothing is more important than the safety of our employees.

Our safety culture remains foundational to everything we do. In 2025, we achieved a record-low total recordable incident rate of 1.06 and a days away rate of just 0.41. These results reflect the commitment and engagement of employees across every facility in the organization. They also reflect operational discipline and stability we continue building throughout the company. As we look ahead, our strategic priorities remain clear and consistent. We will continue focusing on, one, maintaining a safe, engaged, and productive workforce. Two, prioritizing margin over volume. Three, pursuing disciplined strategic growth through both organic initiatives and acquisitions. Four, driving operational efficiencies and cost reductions throughout the company. Five, returning value to our shareholders through share repurchases when appropriate. We believe this disciplined approach positions NWPX for continued long-term value creation.

In closing, I want to sincerely thank our shareholders, employees, customers, partners, and board of directors for their continued support and confidence in NWPX Infrastructure. We are proud of the transformation that this company has achieved over the past decade, but more importantly, we're excited about the opportunities still ahead of us. Thank you again for your time and attention today. At this point, I'd be happy to open the floor for questions.

Operator

Thank you. We will now begin the question and answer session. You can submit questions or comments at any time by clicking on the Q&A icon on the annual meeting site. I will now turn the call over to the management for your questions.

Aaron Wilkins
CFO and Corporate Secretary, NWPX Infrastructure

Scott, we have two questions that have come in. The first is a question about 2026 and the financial performance, and what that would look like without the large $50 million NDA project that we previously discussed.

Scott Montross
CEO, NWPX Infrastructure

Yeah. I think, as we've talked about on the previous calls, the NDA project has added a significant amount of strength to 2026. Even without that, if you pull that completely out, we probably look at a 5%-6% increase in revenue growth in 2026 versus where we were in 2025, with improving margins, because of the sustained level of production and shipment in the company. It's very additive to this year, but I think it's important to note that even without that, the company continues to grow with the normalized business.

Aaron Wilkins
CFO and Corporate Secretary, NWPX Infrastructure

The next question is whether there is any impact on your precast business due to the continued high interest rates.

Scott Montross
CEO, NWPX Infrastructure

Yeah. Obviously, I think everybody's seen in the markets that the residential housing has been impacted by interest rates and has slowed down a bit. Fortunately, we're in an area of the country where it really hasn't slowed as much, I think, as it has across other sectors of the country. What we've seen is a significant pickup in the non-residential construction side of the business. Obviously, there's a huge demand for data centers, and that's a big part of the reason that the non-res construction is picking up the way it is. In fact, an example close to home, at our Park facility in the month of May, we quoted on $3.85 million worth of data center work in one month. A significant amount of data center work driving non-residential construction.

If you pulled the data centers work out of non-residential construction, non-residential would still be growing, but not as much as it is now. The other piece of that is, though, is there is so much focus and so many resources being put into data center construction and work right now, that it's probably starving some of the other construction projects for resources in the market, which is why those markets are a little bit more subdued than we would ordinarily see them be. So much work is going to the data centers that I think it's taking up a lot of the capacity in the marketplace to produce those things.

Aaron Wilkins
CFO and Corporate Secretary, NWPX Infrastructure

Well, I'm looking at our queue. We don't have any other questions today. I'll turn it back over to the operator, unless you have anything else to say.

Scott Montross
CEO, NWPX Infrastructure

I'd just like to thank everybody for listening in on our annual shareholders meeting, and look forward to hearing from you on our next earnings call. Thank you.

Operator

Ladies and gentlemen, that concludes today's meeting. Thank you all for joining. You may now disconnect.