NWPX Infrastructure, Inc.: Form 10-Q for the period ended Jun 30, 2024
Filed with the SEC on Aug 1, 2024 and accepted by EDGAR at Aug 1, 2024, 16:03 ET.
Management's discussion and analysis
As filed, 5,273 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.
On November 2, 2023, we announced our authorization of a share repurchase program of up to $30 million of our outstanding common stock. The program does not commit to any particular timing or quantity of purchases, and the program may be suspended or discontinued at any time. Under the program, shares may be purchased in open market, including through plans adopted pursuant to Rule 10b5‑1 of the Exchange Act, or in privately negotiated transactions administered by our broker, D.A. Davidson Companies. At this time, we have elected to limit our share repurchase transactions to only those under the Rule 10b5‑1 trading plan we executed in November 2023, which we believe considers our liquidity, including availability of borrowings and covenant compliance under our Amended Credit Agreement, and other capital allocation priorities of the business. Our Rule 10b5‑1 trading plan designates up to $10 million for daily share repurchases with volumes that fluctuate with changes in the trading price of our common stock. We expect to consider share repurchase strategies beyond the current Rule 10b5‑1 trading plan at a future date.
The following table provides information relating to our repurchase of common stock during the three months ended June 30, 2024 pursuant to our share repurchase program.
| Period | Total Number of Shares Purchased | Average Price Paid Per Share (1) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs |
|---|---|---|---|---|
| April 1, 2024 to April 30, 2024 | 15,115 | $31.79 | 15,115 | $24,940,245 |
| May 1, 2024 to May 31, 2024 | 2,400 | 31.93 | 2,400 | 24,863,619 |
| June 1, 2024 to June 30, 2024 | - | - | - | 24,863,619 |
| Total | 17,515 | 31.81 | 17,515 |
(1) Exclusive of commission fees incurred in relation to the repurchase of common stock.
Item5. Other Information
During the three months ended June 30, 2024, none of our directors or officers adopted, modified, or terminated a Rule 10b5‑1 trading arrangement or a non-Rule 10b5‑1 trading arrangement, as such terms are defined under Item 408(a) of Regulation S‑K, except as follows:
On May 31, 2024, Megan Kendrick, our Vice President of Human Resources, adopted a Rule 10b5‑1 trading arrangement for the sale of shares of our common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5‑1(c) under the Exchange Act. Ms. Kendrick’s Rule 10b5‑1 trading arrangement provides for the potential sale of up to 2,000 shares of our common stock between September 15, 2024 and December 31, 2024, so long as the market price of our common stock is higher than certain minimum threshold prices specified in Ms. Kendrick’s Rule 10b5‑1 trading arrangement.
On June 5, 2024, Miles Brittain, our Executive Vice President, adopted a Rule 10b5‑1 trading arrangement for the sale of shares of our common stock, which is intended to satisfy the affirmative defense conditions of Rule 10b5‑1(c) under the Exchange Act. Mr. Brittain’s Rule 10b5‑1 trading arrangement provides for the potential sale of up to 4,500 shares of our common stock between September 4, 2024 and June 6, 2025, so long as the market price of our common stock is higher than certain minimum threshold prices specified in Mr. Brittain’s Rule 10b5‑1 trading arrangement.
Item6. Exhibits
(a) The exhibits filed as part of this 2024 Q2 Form 10‑Q are listed below:
| Exhibit Number | Description |
|---|---|
| 31.1 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 101.INS | Inline XBRL Instance Document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Document |
| 101.DEF | Inline XBRL Taxonomy 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.
SIGNATURES
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 thereunto duly authorized.
Dated: August 1, 2024
| NORTHWEST PIPE COMPANY | |
| By: | /s/ Scott Montross |
| Scott Montross | |
| Director, President, and Chief Executive Officer | |
| (principal executive officer) | |
| By: | /s/ Aaron Wilkins |
| Aaron Wilkins | |
| Senior Vice President, Chief Financial Officer, and Corporate Secretary | |
| (principal financial and accounting officer) |
30
Figures reported in this filing
Standardized line items from the XBRL in this filing, for the period ended 2024-06-30. Comparative periods it repeats are left out.
| Line item | Period | Value | XBRL concept |
|---|---|---|---|
| Revenue | 3 months2024-04-01 to 2024-06-30 | $129.5m | us-gaap:RevenueFromContractWithCustomerIncludingAssessedTax |
| Revenue | 6 months2024-01-01 to 2024-06-30 | $242.7m | us-gaap:RevenueFromContractWithCustomerIncludingAssessedTax |
| Cost of revenue | 3 months2024-04-01 to 2024-06-30 | $103.7m | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 6 months2024-01-01 to 2024-06-30 | $196.8m | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months2024-04-01 to 2024-06-30 | $25.8m | us-gaap:GrossProfit |
| Gross profit | 6 months2024-01-01 to 2024-06-30 | $45.9m | us-gaap:GrossProfit |
| Selling, general and administrative | 3 months2024-04-01 to 2024-06-30 | $12.2m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 6 months2024-01-01 to 2024-06-30 | $23.6m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months2024-04-01 to 2024-06-30 | $13.6m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months2024-01-01 to 2024-06-30 | $22.3m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months2024-04-01 to 2024-06-30 | $1.8m | us-gaap:InterestExpense |
| Interest expense | 6 months2024-01-01 to 2024-06-30 | $3.3m | us-gaap:InterestExpense |
| Income tax | 3 months2024-04-01 to 2024-06-30 | $2.9m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months2024-01-01 to 2024-06-30 | $4.9m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months2024-04-01 to 2024-06-30 | $8.6m | us-gaap:NetIncomeLoss |
| Net income | 6 months2024-01-01 to 2024-06-30 | $13.9m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months2024-04-01 to 2024-06-30 | $0.86 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months2024-01-01 to 2024-06-30 | $1.38 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months2024-04-01 to 2024-06-30 | $0.87 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months2024-01-01 to 2024-06-30 | $1.40 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months2024-04-01 to 2024-06-30 | 9,995,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months2024-01-01 to 2024-06-30 | 10,025,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months2024-01-01 to 2024-06-30 | −$3.8m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 6 months2024-01-01 to 2024-06-30 | $10.6m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Share repurchases | 6 months2024-01-01 to 2024-06-30 | $4.4m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | At period end2024-06-30 | $4.5m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | At period end2024-06-30 | $307.9m | us-gaap:AssetsCurrent |
| Total assets | At period end2024-06-30 | $631.7m | us-gaap:Assets |
| Current liabilities | At period end2024-06-30 | $100.7m | us-gaap:LiabilitiesCurrent |
| Total liabilities | At period end2024-06-30 | $280.6m | us-gaap:Liabilities |
| Current portion of debt | At period end2024-06-30 | $10.8m | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | At period end2024-06-30 | $351.2m | us-gaap:StockholdersEquity |
Source: SEC EDGAR, the filing index for accession 0001437749-24-024287. Last ingested by Listed: Oct 30, 2026, 12:42 ET. Listed shows no prices and gives no investment advice.