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The number of PSAs disclosed in this table are at the target level of 100%. For the PSAs vested on March 31, 2025, the actual number of common shares that were issued was determined by multiplying the PSAs at the target level of 100%, as disclosed in this table, by a payout percentage based on the performance-based conditions achieved. The payout percentage was 118% for the 2022-2024 performance period, 111% for the 2023-2024 performance period, and 133% for the 2024 performance period. Depreciation and amortization included in Cost of sales for the WTS segment was $2.9 million and $5.4 million for the three and six months ended June 30, 2025, respectively and $2.9 million and $5.6 million for the three and six months ended June 30, 2024, respectively. Current portion of finance lease liabilities are included in Accrued liabilities. The weighted-average number of antidilutive shares not included in the computation of diluted net income per share was approximately 25,700 for the three months ended June 30, 2025 and approximately 15,700 for the six months ended June 30, 2024. There were no antidilutive shares for the six months ended June 30, 2025 and the three months ended June 30, 2024. Depreciation and amortization included in Cost of sales for the Precast segment was $0.8 million and $1.6 million for the three and six months ended June 30, 2025, respectively and $0.7 million and $1.2 million for the three and six months ended June 30, 2024, respectively. 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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.

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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.

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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:
Cash and cash equivalents	$	2,031		$	5,007
Trade and other receivables, net of allowance of $200 and $242		78,320			66,946
Contract assets		102,876			103,422
Inventories		76,477			79,770
Prepaid expenses and other		4,298			7,343
Total current assets		264,002			262,488
Property and equipment, less accumulated depreciation and amortization of $145,980 and $139,221		153,533			150,456
Operating lease right-of-use assets		88,158			87,747
Goodwill		55,504			55,504
Intangible assets, net		25,025			27,041
Other assets		6,358			6,417
Total assets	$	592,580		$	589,653

Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt	$	2,994		$	2,994
Accounts payable		30,794			27,783
Accrued liabilities		23,740			28,172
Contract liabilities		4,218			11,197
Current portion of operating lease liabilities		5,051			4,987
Total current liabilities		66,797			75,133
Borrowings on line of credit		30,644			24,677
Long-term debt		9,979			11,476
Operating lease liabilities		86,662			85,744
Deferred income taxes		8,757			8,297
Other long-term liabilities		10,289			10,323
Total liabilities		213,128			215,650

Commitments and contingencies (Note 7)

Stockholders’ equity:
Preferred stock, $.01 par value, 10,000,000 shares authorized, none issued or outstanding		-			-
Common stock, $.01 par value, 15,000,000 shares authorized, 9,821,230 and 9,918,711 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively		98			99
Additional paid-in-capital		121,010			128,407
Retained earnings		259,358			246,331
Accumulated other comprehensive loss		(1,014	)		(834	)
Total stockholders’ equity		379,452			374,003
Total liabilities and stockholders’ equity	$	592,580		$	589,653

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

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NWPX INFRASTRUCTURE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(Dollar amounts in thousands)

												*Accumulated*
							*Additional*					*Other*			*Total*
	*Common Stock*						*Paid-In-*			*Retained*		*Comprehensive*			*Stockholders’*
	*Shares*			*Amount*			*Capital*			*Earnings*		*Loss*			*Equity*

Balances, March 31, 2025		10,000,433		$	100		$	128,924		$	250,295	$	(863	)	$	378,456
Net income		-			-			-			9,063		-			9,063
Other comprehensive income (loss):
Pension liability adjustment, net of tax expense of $0		-			-			-			-		17			17
Unrealized loss on foreign currency forward contracts designated as cash flow hedges, net of tax benefit of $55		-			-			-			-		(170	)		(170	)
Unrealized gain on interest rate swaps designated as cash flow hedges, net of tax expense of $1		-			-			-			-		2			2
Issuance of common stock under stock compensation plans, net of tax withholdings		12,996			-			(1,693	)		-		-			(1,693	)
Repurchase of common stock		(192,199	)		(2	)		(7,775	)		-		-			(7,777	)
Share-based compensation expense		-			-			1,554			-		-			1,554
Balances, June 30, 2025		9,821,230		$	98		$	121,010		$	259,358	$	(1,014	)	$	379,452

											*Accumulated*
						*Additional*					*Other*			*Total*
	*Common Stock*					*Paid-In-*			*Retained*		*Comprehensive*			*Stockholders’*
	*Shares*			*Amount*		*Capital*			*Earnings*		*Loss*			*Equity*

Balances, March 31, 2024		9,872,897		$	99	$	126,057		$	217,363	$	(905	)	$	342,614
Net income		-			-		-			8,619		-			8,619
Other comprehensive income (loss):
Pension liability adjustment, net of tax expense of $0		-			-		-			-		23			23
Unrealized gain on foreign currency forward contracts designated as cash flow hedges, net of tax expense of $1		-			-		-			-		3			3
Unrealized loss on interest rate swaps designated as cash flow hedges, net of tax benefit of $13		-			-		-			-		(39	)		(39	)
Issuance of common stock under stock compensation plans, net of tax withholdings		63,329			-		(1,129	)		-		-			(1,129	)
Repurchase of common stock		(17,515	)		-		(557	)		-		-			(557	)
Share-based compensation expense		-			-		1,649			-		-			1,649
Balances, June 30, 2024		9,918,711		$	99	$	126,020		$	225,982	$	(918	)	$	351,183

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NWPX INFRASTRUCTURE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY, Continued

(Unaudited)

(Dollar amounts in thousands)

												*Accumulated*
							*Additional*					*Other*			*Total*
	*Common Stock*						*Paid-In-*			*Retained*		*Comprehensive*			*Stockholders’*
	*Shares*			*Amount*			*Capital*			*Earnings*		*Loss*			*Equity*

Balances, December 31, 2024		9,918,711		$	99		$	128,407		$	246,331	$	(834	)	$	374,003
Net income		-			-			-			13,027		-			13,027
Other comprehensive income (loss):
Pension liability adjustment, net of tax expense of $0		-			-			-			-		33			33
Unrealized loss on foreign currency forward contracts designated as cash flow hedges, net of tax benefit of $71		-			-			-			-		(200	)		(200	)
Unrealized loss on interest rate swaps designated as cash flow hedges, net of tax benefit of $4		-			-			-			-		(13	)		(13	)
Issuance of common stock under stock compensation plans, net of tax withholdings		94,718			1			(2,314	)		-		-			(2,313	)
Repurchase of common stock		(192,199	)		(2	)		(7,775	)		-		-			(7,777	)
Share-based compensation expense		-			-			2,692			-		-			2,692
Balances, June 30, 2025		9,821,230		$	98		$	121,010		$	259,358	$	(1,014	)	$	379,452

												*Accumulated*
							*Additional*					*Other*			*Total*
	*Common Stock*						*Paid-In-*			*Retained*		*Comprehensive*			*Stockholders’*
	*Shares*			*Amount*			*Capital*			*Earnings*		*Loss*			*Equity*

Balances, December 31, 2023		9,985,580		$	100		$	129,095		$	212,125	$	(960	)	$	340,360
Net income		-			-			-			13,857		-			13,857
Other comprehensive income (loss):
Pension liability adjustment, net of tax expense of $0		-			-			-			-		44			44
Unrealized gain on foreign currency forward contracts designated as cash flow hedges, net of tax expense of $12		-			-			-			-		13			13
Unrealized loss on interest rate swaps designated as cash flow hedges, net of tax benefit of $5		-			-			-			-		(15	)		(15	)
Issuance of common stock under stock compensation plans, net of tax withholdings		78,021			-			(1,449	)		-		-			(1,449	)
Repurchase of common stock		(144,890	)		(1	)		(4,300	)		-		-			(4,301	)
Share-based compensation expense		-			-			2,674			-		-			2,674
Balances, June 30, 2024		9,918,711		$	99		$	126,020		$	225,982	$	(918	)	$	351,183

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

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NWPX INFRASTRUCTURE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	*Six Months Ended June 30,*
	*2025*			*2024*
Cash flows from operating activities:
Net income	$	13,027		$	13,857
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and finance lease amortization		7,278			7,106
Amortization of intangible assets		2,016			2,016
Noncash operating lease expense		3,172			2,966
Deferred income taxes		453			227
Share-based compensation expense		2,692			2,674
Other, net		841			360
Changes in operating assets and liabilities:
Trade and other receivables		(11,829	)		(23,653	)
Contract assets, net		(6,433	)		(3,311	)
Inventories		3,293			3,497
Prepaid expenses and other assets		2,816			3,976
Accounts payable		552			(6,316	)
Accrued and other liabilities		(5,005	)		(4,722	)
Operating lease liabilities		(2,601	)		(2,492	)
Net cash provided by (used in) operating activities		10,272			(3,815	)

Cash flows from investing activities:
Purchases of property and equipment		(7,165	)		(10,634	)
Other investing activities		21			61
Net cash used in investing activities		(7,144	)		(10,573	)

Cash flows from financing activities:
Borrowings on line of credit		89,184			105,324
Repayments on line of credit		(83,217	)		(83,886	)
Payments on other debt		(1,500	)		-
Payments on finance lease liabilities		(803	)		(712	)
Tax withholdings related to net share settlements of equity awards		(2,313	)		(1,449	)
Repurchase of common stock		(7,455	)		(4,429	)
Net cash provided by (used in) financing activities		(6,104	)		14,848
Change in cash and cash equivalents		(2,976	)		460
Cash and cash equivalents, beginning of period		5,007			4,068
Cash and cash equivalents, end of period	$	2,031		$	4,528

Noncash investing and financing activities:
Accrued property and equipment purchases	$	3,009		$	466
Accrued payment for repurchase of common stock		322			-
Right-of-use assets obtained in exchange for finance lease liabilities		1,088			233
Right-of-use assets obtained in exchange for operating lease liabilities		3,583			303

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

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NWPX INFRASTRUCTURE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.	Organization and Basis of Presentation

NWPX Infrastructure, Inc. (collectively with its subsidiaries, the “Company”) is a leading manufacturer of water-related infrastructure products, and operates in two segments, Water Transmission Systems (“WTS”), operating as the Northwest Pipe Company brand, and Precast Infrastructure and Engineered Systems (“Precast”), which includes the brands NWPX Geneva and NWPX Park. This segment presentation is consistent with how the Company’s chief operating decision maker (“CODM”), its Chief Executive Officer, evaluates the performance of the Company and makes decisions regarding the allocation of resources. See Note 11, “Segment Information” for detailed descriptions of these segments.

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 its 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.

The Condensed Consolidated Financial Statements are expressed in United States Dollars and include the accounts of the Company and its subsidiaries over which the Company exercises control as of the financial statement date. Intercompany accounts and transactions have been eliminated. Certain amounts from the prior year financial statements have been reclassified in order to conform to the current year presentation. These reclassifications had no effect on the Company’s financial position or results of operations.

The accompanying unaudited interim Condensed Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. The financial information as of December 31, 2024 is derived from the audited Consolidated Financial Statements presented in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2024 (“2024 Form 10‑K”). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission and the accounting standards for interim financial statements. In the opinion of management, the accompanying Condensed Consolidated Financial Statements include all adjustments necessary (which are of a normal and recurring nature) for the fair statement of the results of the interim periods presented. The Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto together with management’s discussion and analysis of financial condition and results of operations contained in the Company’s 2024 Form 10‑K.

Operating results for the three and six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the entire fiscal year ending December 31, 2025.

Company Name

The Company’s shareholders approved an amendment to the Company’s Articles of Incorporation to change the corporate name of the Company from Northwest Pipe Company to NWPX Infrastructure, Inc. at the Annual Meeting of Shareholders held on June 12, 2025 (the “Name Change”). That same day, the Company effectuated the Name Change by filing an amendment of the Articles of Incorporation with the Oregon Secretary of State and amended and restated its Bylaws to reflect the Name Change.

At the same time, the Company renamed one of its two operating segments. The segment previously referred to as “Engineered Steel Pressure Pipe (SPP)” has been renamed “Water Transmission Systems (WTS)” to better reflect the value contribution specifically from the business unit’s capabilities in engineering, production execution, and delivery of critical integrated water pipeline systems. The “Precast Infrastructure and Engineered Systems (Precast)” segment name remains unchanged. This change in naming convention does not affect the composition of the segments or the basis of segment reporting, as there have been no changes to how the CODM manages or evaluates performance.

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2.	Inventories

Inventories consist of the following (in thousands):

	*June 30, 2025*		*December 31, 2024*

Raw materials	$	49,489	$	54,024
Work-in-process		1,414		1,008
Finished goods		23,000		22,204
Supplies		2,574		2,534
Total inventories	$	76,477	$	79,770

3.	Leases

The Company has entered into various equipment and property leases. Certain lease agreements include renewals and/or purchase options set to expire at various dates, and certain lease agreements include rental payments adjusted periodically for inflation. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company determines if an arrangement is a lease at inception. Leases with an initial term of twelve months or less are not recorded on the balance sheet; costs for these leases are recognized as incurred over the lease term. For leases with an initial term greater than twelve months, right-of-use assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. When the Company’s leases do not provide an implicit rate of return, the Company uses its revolving loan borrowing rate in determining the present value of lease payments. Some of the Company’s lease agreements contain non-lease components, which are accounted for separately.

The following table summarizes the Company’s leases recorded on the Condensed Consolidated Balance Sheets (in thousands):

	*June 30, 2025*		*December 31, 2024*
Right-of-use assets:
Finance leases, net, included in Property and equipment (1)	$	7,257	$	6,497
Operating leases		88,158		87,747
Total right-of-use assets	$	95,415	$	94,244

Lease liabilities:
Finance leases	$	7,109	$	6,824
Operating leases		91,713		90,731
Total lease liabilities	$	98,822	$	97,555

( 1)	Finance lease right-of-use assets are presented net of accumulated amortization of $3.0 million and $2.3 million as of June 30, 2025 and December 31, 2024, respectively.

Lease cost consists of the following (in thousands):

	*Three Months Ended June 30,*				*Six Months Ended June 30,*
	*2025*		*2024*		*2025*		*2024*
Finance lease cost:
Amortization of right-of-use assets	$	373	$	345	$	726	$	684
Interest on lease liabilities		116		119		232		257
Operating lease cost		2,289		1,855		4,297		3,709
Short-term lease cost		362		305		756		616
Variable lease cost		641		206		746		404
Total lease cost	$	3,781	$	2,830	$	6,757	$	5,670

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The future payments of lease liabilities as of June 30, 2025 are as follows (in thousands):

	*Finance Leases*			*Operating Leases*

Remainder of 2025	$	1,289		$	3,793
2026		2,290			7,191
2027		2,057			6,822
2028		1,591			6,931
2029		518			6,725
Thereafter		324			86,635
Total lease payments		8,069			118,097
Amount representing interest		(960	)		(26,384	)
Present value of lease liabilities		7,109			91,713
Current portion of lease liabilities (1)		(2,003	)		(5,051	)
Long-term lease liabilities (2)	$	5,106		$	86,662

(1)	Current portion of finance lease liabilities are included in Accrued liabilities.

(2)	Long-term finance lease liabilities, less current portion are included in Other long-term liabilities.

The following table summarizes the lease terms and discount rates for the lease liabilities:

	June 30, 2025			December 31, 2024
Weighted-average remaining lease term (years)
Finance leases		3.37			3.39
Operating leases		16.34			16.51
Weighted-average discount rate
Finance leases		6.85	%		7.06	%
Operating leases		2.74	%		2.54	%

The following table presents other information related to the operating and finance leases (in thousands):

	*Six Months Ended June 30,*
	*2025*			*2024*
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases	$	(232	)	$	(257	)
Operating cash flows from operating leases		(3,817	)		(3,322	)
Financing cash flows from finance leases		(803	)		(712	)
Right-of-use assets obtained in exchange for finance lease liabilities		1,088			233
Right-of-use assets obtained in exchange for operating lease liabilities		3,583			303

4.	Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability, in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants at the measurement date.

The authoritative guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. These levels are: Level 1 (inputs are quoted prices in active markets for identical assets or liabilities); Level 2 (inputs are other than quoted prices that are observable, either directly or indirectly through corroboration with observable market data); and Level 3 (inputs are unobservable, with little or no market data that exists, such as internal financial forecasts). The Company is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

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The following table summarizes information regarding the Company’s financial assets and liabilities that are measured at fair value on a recurring basis (in thousands):

	*Total*			*Level 1*		*Level 2*			*Level 3*
As of June 30, 2025
Financial assets:
Deferred compensation plan	$	3,655		$	3,278	$	377		$	-
Foreign currency forward contracts		18			-		18			-
Interest rate swaps		83			-		83			-
Total financial assets	$	3,756		$	3,278	$	478		$	-

Financial liabilities:
Foreign currency forward contracts	$	(384	)	$	-	$	(384	)	$	-

As of December 31, 2024
Financial assets:
Deferred compensation plan	$	3,784		$	3,282	$	502		$	-
Foreign currency forward contracts		143			-		143			-
Interest rate swaps		187			-		187			-
Total financial assets	$	4,114		$	3,282	$	832		$	-

Financial liabilities:
Foreign currency forward contracts	$	(6	)	$	-	$	(6	)	$	-
Interest rate swaps		(88	)		-		(88	)		-
Total financial liabilities	$	(94	)	$	-	$	(94	)	$	-

The deferred compensation plan assets consist of cash and several publicly traded stock and bond mutual funds, valued using quoted market prices in active markets, classified as Level 1 within the fair value hierarchy, as well as guaranteed investment contracts, valued at principal plus interest credited at contract rates, classified as Level 2 within the fair value hierarchy. Deferred compensation plan assets are included within Other assets in the Condensed Consolidated Balance Sheets.

The foreign currency forward contracts and interest rate swaps are derivatives valued using various pricing models or discounted cash flow analyses that incorporate observable market parameters, such as interest rate yield curves and currency rates, and are classified as Level 2 within the fair value hierarchy. Derivative valuations incorporate credit risk adjustments that are necessary to reflect the probability of default by the counterparty or the Company. The foreign currency forward contracts and interest rate swaps are presented at their gross fair values. The current portion of foreign currency forward contract and interest rate swap assets are included within Prepaid expenses and other and foreign currency forward contract liabilities are included within Accrued liabilities in the Condensed Consolidated Balance Sheets. The noncurrent portion of interest rate swap assets are included within Other assets in the Condensed Consolidated Balance Sheets.

The net carrying amounts of cash and cash equivalents, trade and other receivables, accounts payable, and accrued liabilities approximate fair value due to the short-term nature of these instruments. The net carrying amount of the borrowings on the line of credit approximates fair value due to its variable interest rate based on current market rates. The Company is obligated to repay the carrying value of its long-term debt. The fair value of the Company’s long-term debt is calculated using interest rates for its existing debt arrangements which are classified as Level 2 inputs within the fair value hierarchy. As of June 30, 2025, the fair value of the Company’s long-term debt approximates the carrying value due to its variable interest rate based on current market rates.

5.	Stockholders’ Equity

Share Repurchase Program

On November 2, 2023, the Company announced its authorization of a share repurchase program of up to $30 million of its 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 Securities Exchange Act of 1934, as amended, or in privately negotiated transactions administered by its broker.

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At this time, the Company has elected to limit its share repurchase transactions to only those transactions made under Rule 10b5‑1 trading plans. In November 2023, the Company executed a Rule 10b5‑1 trading plan which designated up to $10 million for daily share repurchases with volumes that fluctuated with changes in the trading price of its common stock. This Rule 10b5‑1 trading plan was terminated in December 2024. In March 2025, the Company executed a Rule 10b5‑1 trading plan which designated up to $5 million for daily share repurchases with volumes that fluctuate with changes in the trading price of its common stock. All shares under this Rule 10b5‑1 trading plan were repurchased as of April 15, 2025. In May 2025, the Company executed a Rule 10b5‑1 trading plan which designates up to $10 million for daily share repurchases between June 13, 2025 and July 31, 2025 with volumes that fluctuate with changes in the trading price of its common stock.

During the three and six months ended June 30, 2025, the Company repurchased approximately 192,000 shares of the Company’s common stock for an aggregate amount of $7.8 million. During the three and six months ended June 30, 2024, the Company repurchased approximately 18,000 shares and 145,000 shares, respectively, of the Company’s common stock for an aggregate amount of $0.6 million and $4.3 million, respectively. All shares reacquired in connection with the Company’s share repurchase program are retired and treated as authorized and unissued shares. As of June 30, 2025, $17.1 million of the share repurchase authorization remained available for repurchases under this program.

Subsequent to June 30, 2025, the Company repurchased approximately 171,000 shares at an average price of $42.04 per share for a total purchase price of $7.2 million pursuant to a Rule 10b5‑1 trading plan.

6.	Share-based Compensation

The Company has one active stock incentive plan for employees and directors, the 2022 Stock Incentive Plan, which provides for awards of stock options to purchase shares of common stock, stock appreciation rights, restricted and unrestricted shares of common stock, restricted stock units (“RSUs”), and performance share awards (“PSAs”). In addition, the Company had one inactive stock incentive plan, the 2007 Stock Incentive Plan, under which the last awards granted vested on April 1, 2024.

The Company recognizes the compensation cost of employee and director services received in exchange for awards of equity instruments based on the grant date estimated fair value of the awards. The Company estimates the fair value of RSUs and PSAs using the value of the Company’s stock on the date of grant. Share-based compensation cost is recognized over the period during which the employee or director is required to provide service in exchange for the award and, as forfeitures occur, the associated compensation cost recognized to date is reversed. For awards with performance-based payout conditions, the Company recognizes compensation cost based on the probability of achieving the performance conditions, with changes in expectations recognized as an adjustment to earnings in the period of change. Any recognized compensation cost is reversed if the conditions are ultimately not met.

The following table summarizes share-based compensation expense recorded (in thousands):

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

Cost of sales	$	275	$	363	$	581	$	715
Selling, general, and administrative expense		1,279		1,286		2,111		1,959
Total	$	1,554	$	1,649	$	2,692	$	2,674

Restricted Stock Units and Performance Share Awards

The Company’s stock incentive plan provides for equity instruments, such as RSUs and PSAs, which grant the right to receive a specified number of shares at specified times. RSUs and PSAs are service-based awards that vest according to the terms of the grant. PSAs have performance-based payout conditions.

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The following table summarizes the Company’s RSU and PSA activity:

	*Number of RSUs and PSAs (1)*			*Weighted-Average Grant Date Fair Value*

Unvested RSUs and PSAs as of December 31, 2024		240,071		$	31.89
RSUs and PSAs granted		107,065			42.41
RSUs and PSAs vested (2)		(117,339	)		31.24
Unvested RSUs and PSAs as of June 30, 2025		229,797			37.12

(1)	The number of PSAs disclosed in this table are at the target level of 100%.

(2)	For the PSAs vested on March 31, 2025, the actual number of common shares that were issued was determined by multiplying the PSAs at the target level of 100%, as disclosed in this table, by a payout percentage based on the performance-based conditions achieved. The payout percentage was 118% for the 2022-2024 performance period, 111% for the 2023-2024 performance period, and 133% for the 2024 performance period.

The unvested balance of RSUs and PSAs as of June 30, 2025 includes approximately 172,000 PSAs at the target level of 100%. The vesting of these awards is subject to the achievement of specified performance-based conditions, and the actual number of common shares that will ultimately be issued will be determined by multiplying this number of PSAs by a payout percentage ranging from 0% to 200%.

Based on the estimated level of achievement of the performance targets associated with the PSAs as of June 30, 2025, unrecognized compensation expense related to the unvested portion of the Company’s RSUs and PSAs was $5.9 million, which is expected to be recognized over a weighted-average period of 1.7 years.

Stock Awards

For the six months ended June 30, 2025 and 2024, stock awards of 12,996 shares and 14,424 shares, respectively, were granted to non-employee directors, which vested immediately upon issuance. The Company recorded compensation expense based on the weighted-average fair market value per share of the awards on the grant date of $39.23 in 2025 and $33.27 in 2024.

7.	Commitments and Contingencies

Portland Harbor Superfund Site

In 2000, a section of the lower Willamette River known as the Portland Harbor Superfund Site was included on the National Priorities List at the request of the United States Environmental Protection Agency (“EPA”). While the Company’s Portland, Oregon manufacturing facility does not border the Willamette River, an outfall from the facility’s stormwater system drains into a neighboring property’s privately owned stormwater system and slip. Also in 2000, the Company was notified by the EPA and the Oregon Department of Environmental Quality (“ODEQ”) of potential liability under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”). A remedial investigation and feasibility study of the Portland Harbor Superfund Site was directed by a group of 14 potentially responsible parties (“PRPs”) known as the Lower Willamette Group, under agreement with the EPA. The EPA finalized the remedial investigation report in 2016, and the feasibility study in 2016, which identified multiple remedial alternatives. In 2017, the EPA issued its Record of Decision (“ROD”) selecting the remedy for cleanup at the Portland Harbor Superfund Site, which it believes will cost approximately $1 billion at net present value and 13 years to complete. These costs are likely to increase given remediation will not be implemented for several years. In November 2024, the Company was one of approximately 60 PRPs to receive a confidential Special Notice Letter (“SNL”) from the EPA. The EPA expressed its intent is to obtain a commitment from named PRPs of their intent to negotiate towards a Consent Decree that is aligned with the ROD. The Company submitted its response in May 2025 which, like the SNL, is intended to remain confidential. The EPA has commented that it continues to expect settlement negotiations to take approximately two years, and it has not yet determined who is responsible for the costs of cleanup or how the cleanup costs will be allocated among the more than 150 PRPs. Because of the large number of PRPs and the variability in the range of remediation alternatives, the Company is unable to estimate an amount or an amount within a range of costs for its obligation with respect to the Portland Harbor Superfund Site matters, and no liability has been recorded as of the date of this filing.

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The ODEQ is separately providing oversight of voluntary investigations and source control activities by the Company involving the Company’s site, which are focused on controlling any current “uplands” releases of contaminants into the Willamette River. No liabilities have been established in connection with these investigations because the extent of contamination and the Company’s responsibility for the contamination have not yet been determined.

Concurrent with the activities of the EPA and the ODEQ, the Portland Harbor Natural Resources Trustee Council (“Trustees”) sent some or all of the same parties, including the Company, a notice of intent to perform a Natural Resource Damage Assessment (“NRDA”) for the Portland Harbor Superfund Site to determine the nature and extent of natural resource damages under CERCLA Section 107. The Trustees for the Portland Harbor Superfund Site consist of representatives from several Northwest Indian Tribes, three federal agencies, and one state agency. The Trustees act independently of the EPA and the ODEQ. The Trustees have encouraged PRPs to voluntarily participate in the funding of their injury assessments and several of those parties have agreed to do so. In 2014, the Company agreed to participate in the injury assessment process, which included funding $0.4 million of the assessment. The Company has not assumed any additional payment obligations or liabilities with the participation with the NRDA, nor does the Company expect to incur significant future costs in the resolution of the NRDA.

In 2017, the Confederated Tribes and Bands of the Yakama Nation, a Trustee until they withdrew from the council in 2009, filed a complaint against the PRPs including the Company to recover costs related to their own injury assessment and compensation for natural resources damages. The case has been stayed, and the Company does not have sufficient information at this time to determine the likelihood of a loss in this matter or the amount of damages that could be allocated to the Company.

The Company has insurance policies for defense costs, as well as indemnification policies it believes will provide reimbursement for the remediation assessed. However, the Company can provide no assurance that those policies will cover all of the costs which the Company may incur.

All Sites

The Company operates its facilities under numerous governmental permits and licenses relating to air emissions, stormwater runoff, and other environmental matters. The Company’s operations are also governed by many other laws and regulations, including those relating to workplace safety and worker health, principally the Occupational Safety and Health Act and regulations thereunder which, among other requirements, establish noise and dust standards. The Company believes it is in material compliance with its permits and licenses and these laws and regulations, and the Company does not believe that future compliance with such laws and regulations will have a material adverse effect on its financial position, results of operations, or cash flows.

Other Contingencies and Legal Proceedings

From time to time, the Company is party to a variety of legal actions, including claims, suits, complaints, and investigations arising out of the ordinary course of its business. The Company maintains insurance coverage against potential claims in amounts that are believed to be adequate. To the extent that insurance does not cover legal, defense, and indemnification costs associated with a loss contingency, the Company records accruals when such losses are considered probable and reasonably estimable. The Company believes that it is not presently a party to legal actions, the outcomes of which would have a material adverse effect on its business, financial condition, results of operations, or cash flows.

Guarantees

The Company has entered into certain letters of credit that total $1.6 million as of June 30, 2025. The letters of credit relate to workers’ compensation insurance and a public improvement project.

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8.	Revenue

The Company manufactures water infrastructure steel pipe products, which are generally made to custom specifications for installation contractors serving projects funded by public water agencies, as well as precast and reinforced concrete products. Generally, each of the Company’s contracts with its customers contains a single performance obligation, as the promise to transfer products is not separately identifiable from other promises in the contract and, therefore, is not distinct. The Company generally does not recognize revenue on a contract until the contract has approval and commitment from both parties, the contract rights and payment terms can be identified, the contract has commercial substance, and its collectability is probable.

WTS revenue for water infrastructure steel pipe products is recognized over time as the manufacturing process progresses because of the Company’s right to payment for work performed to date plus a reasonable profit on cancellations for unique products that have no alternative use to the Company. Revenue is measured by the costs incurred to date relative to the estimated total direct costs to fulfill each contract. Contract costs include all material, labor, and other direct costs incurred in satisfying the performance obligations. The cost of steel material is recognized as a contract cost when the steel is introduced into the manufacturing process. Changes in job performance, job conditions, and estimated profitability, including those arising from contract change orders, contract penalty provisions, foreign currency exchange rate movements, changes in raw materials costs, and final contract settlements may result in revisions to estimates of revenue, costs, and income, and are recognized in the period in which the revisions are determined. Provisions for losses on uncompleted contracts, included in Accrued liabilities, are estimated by comparing total estimated contract revenue to the total estimated contract costs and a loss is recognized during the period in which it becomes probable and can be reasonably estimated.

Net revisions in contract estimates resulted in an increase in WTS net sales of $1.7 million and $4.2 million for the three and six months ended June 30, 2025, respectively and $0.4 million and $2.3 million for the three and six months ended June 30, 2024, respectively.

Precast revenue for water infrastructure concrete pipe and precast concrete products is recognized at the time control is transferred to customers which is generally at the time of shipment, in an amount that reflects the consideration the Company expects to be entitled to in exchange for the products. All variable considerations that may affect the total transaction price, including contractual discounts, returns, and credits, are included in net sales. Estimates for variable consideration are based on historical experience, anticipated performance, and management’s judgment. The Company’s contracts do not contain significant financing.

Disaggregation of Revenue

The following table disaggregates revenue by recognition over time or at a point in time, as the Company believes it best depicts how the nature, amount, timing, and uncertainty of its revenue and cash flows are affected by economic factors (in thousands):

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

Over time	$	84,588	$	89,523	$	163,034	$	169,530
Point in time		48,594		39,982		86,263		73,190
Net sales	$	133,182	$	129,505	$	249,297	$	242,720

Contract Assets and Contract Liabilities

Contract assets primarily represent revenue earned over time but not yet billable based on the terms of the contracts. These amounts will be billed based on the terms of the contracts, which can include certain milestones, partial shipments, or completion of the contracts. Payment terms of amounts billed vary based on the customer, but are typically due within 30 days of invoicing. Contract liabilities represent advance billings on contracts, typically for purchased steel.

The difference between the opening and closing balances of the Company’s contract assets and contract liabilities primarily results from the timing difference between the Company’s performance and billings.

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The following is a summary of the changes in contract assets and contract liabilities (in thousands):

	*Contract Assets*			*Contract Liabilities*			*Net Contract Assets*
Six Months Ended June 30, 2025
Balance, beginning of period	$	103,422		$	(11,197	)	$	92,225
Revenue recognized		133,903			29,131			163,034
Billings		(133,871	)		(23,010	)		(156,881	)
Other		(578	)		858			280
Balance, end of period	$	102,876		$	(4,218	)	$	98,658

Six Months Ended June 30, 2024
Balance, beginning of period	$	120,516		$	(21,450	)	$	99,066
Revenue recognized		156,976			12,554			169,530
Billings		(139,827	)		(28,214	)		(168,041	)
Other		1,816			5			1,821
Balance, end of period	$	139,481		$	(37,105	)	$	102,376

The Company recognized revenue that was included in the contract liabilities balance at the beginning of each period of $11.1 million and $12.6 million during the six months ended June 30, 2025 and 2024, respectively.

Backlog

Backlog represents the balance of remaining performance obligations under signed contracts for WTS water infrastructure steel pipe products for which revenue is recognized over time. As of June 30, 2025, backlog was $298 million. The Company expects to recognize approximately 48% of the remaining performance obligations in 2025, 33% in 2026, and the balance thereafter.

9.	Income Taxes

The Company files income tax returns in the United States Federal jurisdiction, in a limited number of foreign jurisdictions, and in many state jurisdictions. With few exceptions, the Company is no longer subject to United States Federal, state, or foreign income tax examinations for years before 2020.

The Company recorded income tax expense at an estimated effective income tax rate of 27.5% and 25.3% for the three and six months ended June 30, 2025, respectively and 25.5% and 26.3% for the three and six months ended June 30, 2024, respectively. The Company’s estimated effective income tax rates for the three months ended June 30, 2025 and for the three and six months ended June 30, 2024 were primarily impacted by non-deductible permanent differences. The Company’s estimated effective income tax rate for the six months ended June 30, 2025 was primarily impacted by non-deductible permanent differences, partially offset by the tax windfalls recognized upon the vesting of equity awards.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, extending key provisions of the 2017 Tax Cuts and Jobs Act including, but not limited to, federal bonus depreciation and deductions for domestic research and development expenditures. As the legislation was signed into law after the close of the Company’s second quarter, the impacts are not included in operating results for the six months ended June 30, 2025. The Company is currently evaluating OBBBA; however, it is not expected to have a material impact on the Company’s consolidated financial statements.

10.

Net Income per Share

Basic net income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share is computed by giving effect to all dilutive potential shares of common stock, including RSUs and PSAs, assumed to be outstanding during the period using the treasury stock method. Performance-based PSAs are considered dilutive when the related performance conditions have been met assuming the end of the reporting period represents the end of the performance period. In periods with a net loss, all potential shares of common stock are excluded from the computation of diluted net loss per share as the impact would be antidilutive.

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Net income per basic and diluted weighted-average common share outstanding was calculated as follows (in thousands, except per share and footnoted amounts):

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

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

Basic weighted-average common shares outstanding		9,882		9,912		9,908		9,914
Effect of potentially dilutive common shares (1)		79		83		133		111
Diluted weighted-average common shares outstanding		9,961		9,995		10,041		10,025

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

(1)

The weighted-average number of antidilutive shares not included in the computation of diluted net income per share was approximately 26,000 for the three months ended June 30, 2025 and approximately 16,000 for the six months ended June 30, 2024. There were no antidilutive shares for the six months ended June 30, 2025 and the three months ended June 30, 2024.

11.

Segment Information

The operating segments reported below are based on the nature of the products sold and the manufacturing process used by the Company and are the segments of the Company for which discrete financial information is available and for which operating results are regularly evaluated by the Company’s CODM, its Chief Executive Officer.

The Company’s Water Transmission Systems (WTS) segment manufactures large-diameter, high-pressure steel pipeline systems for use in water infrastructure applications, which are primarily related to drinking water systems. These products are also used for hydroelectric power systems, wastewater systems, seismic resiliency, and other applications. In addition, WTS makes products for industrial plant piping systems and certain structural applications. WTS has manufacturing facilities located in Portland, Oregon; Adelanto and Tracy, California; Parkersburg, West Virginia; Saginaw, Texas; St. Louis, Missouri; and San Luis Río Colorado, Mexico.

The Company’s Precast Infrastructure and Engineered Systems (Precast) segment manufactures stormwater and wastewater technology products, high-quality precast and reinforced concrete products, including reinforced concrete pipe, manholes, box culverts, vaults, and catch basins, pump lift stations, oil water separators, biofiltration units, and other environmental and engineered solutions. Precast has manufacturing facilities located in Dallas, Houston, and San Antonio, Texas; and Orem, Salt Lake City, and St. George, Utah.

The CODM uses gross profit to assess performance of each segment by comparing actual gross profit results to historical results and previously forecasted financial information, and to determine allocation of operating and capital resources. The Company does not allocate selling, general, and administrative expenses, interest, other non-operating income or expense items, or taxes to segments, and there are no intersegment revenues. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies.

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The following table summarizes net sales, cost of sales, and gross profit based on the Company’s reportable segments (in thousands):

	*Three Months Ended June 30,*				*Six Months Ended June 30,*
	*2025*		*2024*		*2025*		*2024*
Net sales:
Water Transmission Systems	$	84,588	$	89,523	$	163,034	$	169,530
Precast Infrastructure and Engineered Systems		48,594		39,982		86,263		73,190
Total net sales	$	133,182	$	129,505	$	249,297	$	242,720

Cost of sales:
Water Transmission Systems (1)	$	69,533	$	72,542	$	135,805	$	138,307
Precast Infrastructure and Engineered Systems (2)		38,284		31,149		68,762		58,465
Total cost of sales	$	107,817	$	103,691	$	204,567	$	196,772

Gross profit:
Water Transmission Systems	$	15,055	$	16,981	$	27,229	$	31,223
Precast Infrastructure and Engineered Systems		10,310		8,833		17,501		14,725
Total gross profit	$	25,365	$	25,814	$	44,730	$	45,948

(1)	Depreciation and amortization included in Cost of sales for the WTS segment was $2.9 million and $5.4 million for the three and six months ended June 30, 2025, respectively and $3.0 million and $5.7 million for the three and six months ended June 30, 2024, respectively.

(2)	Depreciation and amortization included in Cost of sales for the Precast segment was $0.8 million and $1.6 million for the three and six months ended June 30, 2025, respectively and $0.7 million and $1.2 million for the three and six months ended June 30, 2024, respectively.

The Company’s total assets are not presented for each reportable segment as they are not reviewed by, nor otherwise regularly provided to, the CODM.

12.

Recent Accounting and Reporting Developments

There have been no developments to recently issued accounting standards, including the expected dates of adoption and estimated effects on the Company’s Condensed Consolidated Financial Statements and disclosures in Notes to Condensed Consolidated Financial Statements, from those disclosed in the Company’s 2024 Form 10‑K, except for the following.

Recent Accounting Standards

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023‑09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023‑09”) which improves the transparency, effectiveness, and comparability of income tax disclosures and allows investors to better assess, in their capital allocation decisions, how an entity’s worldwide operations and related tax risks and tax planning and operation opportunities affect its income tax rate and prospects for future cash flows. ASU 2023‑09 will be applied prospectively, and will be effective for the Company’s 2025 annual reporting, with early adoption permitted. The Company does not expect that the adoption of this guidance will have a material impact on the consolidated financial statements, other than additional disclosures in the notes to the consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024‑03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220‑40): Disaggregation of Income Statement Expenses” (“ASU 2024‑03”) which requires public business entities to disclose additional information about specific expense categories in the notes to financial statements. ASU 2024‑03 is required to be applied prospectively, and will be effective for the Company’s 2027 annual reporting and for interim periods beginning in 2028. Early adoption and retrospective application are permitted. The Company does not expect that the adoption of this guidance will have a material impact on the consolidated financial statements, other than additional disclosures in the notes to the consolidated financial statements.

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In July 2025, the FASB issued ASU No. 2025‑05, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU 2025‑05”) which provides a practical expedient for all entities related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under Topic 606. ASU 2025‑05 will be adopted prospectively and will be effective for the Company beginning January 1, 2026, including interim periods in 2026, with early adoption permitted. The Company does not expect a material impact to its financial position, results of operations, or cash flows from adoption of this guidance.

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

Forward-Looking Statements

This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections of this Quarterly Report on Form 10‑Q for the quarter ended June 30, 2025 (“2025 Q2 Form 10‑Q”) 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 our business, management’s beliefs, and assumptions made by management. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “forecasts,” “should,” “could,” and variations of such words and similar expressions are intended to identify such forward-looking statements. 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 us include:

	•	changes in demand and market prices for our 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;
	•	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 us;
	•	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 our customers and related demand for our products;
	•	our ability to identify and complete internal initiatives and/or acquisitions in order to grow our business;
	•	our ability to effectively integrate future acquisitions into our 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 our results of operations, and the impact on our customers and related demand for our products;
	•	adequacy of our insurance coverage;
	•	supply chain challenges;
	•	labor shortages;
	•	impact of geopolitical trends, changes, and events, including various military conflicts or tensions and the regional and global ramifications of these conditions;
	•	operating problems at our manufacturing operations including fires, explosions, inclement weather, and floods and other natural disasters;
	•	material weaknesses in our internal control over financial reporting and our ability to remediate such weaknesses;
	•	impacts of pandemics, epidemics, or other public health emergencies; and
	•	other risks discussed in Part I — Item 1A. “Risk Factors” of our Annual Report on Form 10‑K for the year ended December 31, 2024 (“2024 Form 10‑K”) and from time to time in our other Securities and Exchange Commission (the “SEC”) filings and reports.

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Such forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this 2025 Q2 Form 10‑Q. If we do update or correct one or more forward-looking statements, investors and others should not conclude that we will make additional updates or corrections with respect thereto or with respect to other forward-looking statements.

Overview

NWPX Infrastructure, Inc., formerly known as Northwest Pipe Company, is a leading manufacturer of water-related infrastructure products, and operates in two segments, Water Transmission Systems (“WTS”), operating as the Northwest Pipe Company brand, and Precast Infrastructure and Engineered Systems (“Precast”), which includes the brands NWPX Geneva and NWPX Park. For detailed descriptions of these segments, see Note 11, “Segment Information” of the Notes to Condensed Consolidated Financial Statements in Part I – Item 1. “Financial Statements” of this 2025 Q2 Form 10‑Q.

Under our Northwest Pipe Company brand, we are the largest manufacturer of engineered water transmission systems in North America and produce steel casing pipe, bar-wrapped concrete cylinder pipe, and pipeline system joints and fittings. We also provide 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 our NWPX Geneva brand, as well as water distribution and management equipment including pump lift stations, wastewater pretreatment, and stormwater quality products through our NWPX Park brand. Strategically positioned to meet growing water and wastewater infrastructure needs, our skilled team is committed to quality and innovation while upholding our core values of accountability, commitment, and teamwork. Headquartered in Vancouver, Washington, we operate 13 manufacturing facilities across North America.

Our water infrastructure products are sold generally to installation contractors, who include our products in their bids to federal, state, and municipal agencies, privately-owned water companies, or developers for specific projects. We believe our sales are substantially driven by spending on urban growth and new water infrastructure with a recent trend towards spending on water infrastructure replacement, repair, and upgrade. Within the total range of products, our steel pipe best addresses the larger-diameter, higher-pressure pipeline applications, while our precast concrete products mainly serve stormwater and sanitary sewer systems.

Company Name

Our shareholders approved an amendment to our Articles of Incorporation to change our corporate name from Northwest Pipe Company to NWPX Infrastructure, Inc. at the Annual Meeting of Shareholders held on June 12, 2025 (the “Name Change”). That same day, we effectuated the Name Change by filing an amendment of our Articles of Incorporation with the Oregon Secretary of State and amended and restated our Bylaws to reflect the Name Change.

At the same time, we renamed one of our two operating segments. The segment previously referred to as “Engineered Steel Pressure Pipe (SPP)” has been renamed “Water Transmission Systems (WTS)” to better reflect the value contribution specifically from our business unit’s capabilities in engineering, production execution, and delivery of critical integrated water pipeline systems. The “Precast Infrastructure and Engineered Systems (Precast)” segment name remains unchanged. This change in naming convention does not affect the composition of the segments or the basis of segment reporting, as there have been no changes to how our chief operating decision maker manages or evaluates performance.

Our Current Economic Environment

Demand for our Precast products is generally influenced by general economic conditions such as housing starts, population growth, interest rates, and rates of inflation. According to the United States Census Bureau, privately-owned housing starts were at a seasonally adjusted annual rate of 1.3 million in June 2025 and 1.5 million in December 2024, and the population of the United States is expected to increase by approximately 2 million people in 2025. While the housing market has softened recently, we continue to see strength in Texas and Utah which are two of the four states in the United States with the highest capital expenditures per capita according to the June 2025 Bluefield Research Insight Report – U.S. & Canada Water & Wastewater Pipe CAPEX Forecasts, 2025-2035 (“Bluefield Report”) and the states in which our Precast manufacturing facilities are located, the current elevated federal funds rate could continue to temper demand for our precast products.

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Our WTS projects are often planned for many years in advance, as we operate that business with a long-term time horizon for which the projects are sometimes part of 50‑year build-out plans. As previously reported, we experienced a reduced level of project bidding in the first quarter of 2025 that rebounded significantly in the second quarter, and we continue to expect full-year 2025 bidding levels to align closely with the level of project bidding we experienced in 2024, as long-term demand for water infrastructure projects in the United States remains relatively strong. Additionally, while our WTS business faces possible head winds from recessionary concerns in the broader domestic economy, we currently believe it more likely a modest increase in funding will be brought on by the Bipartisan Infrastructure Deal (Infrastructure Investment and Jobs Act (“IIJA”)) and the Inflation Reduction Act. According to the Bluefield Report, approximately $4 billion earmarked under the IIJA has currently been awarded to Drinking Water State Revolving Loan Fund recipients via subawards, leaving most of the $55 billion spending package available; we expect to benefit from this spending late in the cycle due to the long project timelines.

Purchased steel typically represents approximately 30% of our WTS projects’ cost of sales, and higher steel costs generally result in higher selling prices and revenue; however, volatile fluctuations in steel markets can affect our business. WTS contracts are generally quoted on a fixed-price basis, and volatile steel markets can result in selling prices that no longer correlate to the cost available at the time of steel purchase. Our average price of purchased steel was $943 per ton in the first six months of 2025, compared to annual averages of $914 per ton in 2024 and $994 per ton in 2023.

Economic uncertainty, including the impacts of U.S. global economic policy, raw material shortages, inflationary pressures, potential risks of a recession, and disruptions in the financial markets could have an adverse effect on our business. More specifically, we believe the recently enacted trade policies, and the growing uncertainty around the tariffs and related countermeasures, could dampen construction activity and impact our costs, particularly in the short term. These costs will be mitigated to the extent possible. Rising delays in the planning pipeline suggest that developers are already bracing for impact, grappling with higher tariffs, dwindling federal funding, and ongoing labor shortages. We expect heightened risk of economic volatility as long as the uncertainty remains, though the direct and indirect impact on our business will also depend on future developments, which cannot be predicted.

Results of Operations

The following tables set forth, for the periods indicated, certain financial information regarding costs and expenses expressed in dollars (in thousands) and as a percentage of total net sales.

	Three Months Ended						Three Months Ended
	June 30, 2025						June 30, 2024
	$			% of Net Sales			$			% of Net Sales
Net sales:
Water Transmission Systems	$	84,588			63.5	%	$	89,523			69.1	%
Precast Infrastructure and Engineered Systems		48,594			36.5			39,982			30.9
Total net sales		133,182			100.0			129,505			100.0
Cost of sales:
Water Transmission Systems		69,533			52.2			72,542			56.0
Precast Infrastructure and Engineered Systems		38,284			28.8			31,149			24.1
Total cost of sales		107,817			81.0			103,691			80.1
Gross profit:
Water Transmission Systems		15,055			11.3			16,981			13.1
Precast Infrastructure and Engineered Systems		10,310			7.7			8,833			6.8
Total gross profit		25,365			19.0			25,814			19.9
Selling, general, and administrative expense		12,129			9.1			12,195			9.4
Operating income		13,236			9.9			13,619			10.5
Other income (loss)		21			-			(228	)		(0.2	)
Interest expense		(763	)		(0.5	)		(1,823	)		(1.4	)
Income before income taxes		12,494			9.4			11,568			8.9
Income tax expense		3,431			2.6			2,949			2.2
Net income	$	9,063			6.8	%	$	8,619			6.7	%

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	Six Months Ended						Six Months Ended
	June 30, 2025						June 30, 2024
	$			% of Net Sales			$			% of Net Sales
Net sales:
Water Transmission Systems	$	163,034			65.4	%	$	169,530			69.8	%
Precast Infrastructure and Engineered Systems		86,263			34.6			73,190			30.2
Total net sales		249,297			100.0			242,720			100.0
Cost of sales:
Water Transmission Systems		135,805			54.5			138,307			57.0
Precast Infrastructure and Engineered Systems		68,762			27.6			58,465			24.1
Total cost of sales		204,567			82.1			196,772			81.1
Gross profit:
Water Transmission Systems		27,229			10.9			31,223			12.8
Precast Infrastructure and Engineered Systems		17,501			7.0			14,725			6.1
Total gross profit		44,730			17.9			45,948			18.9
Selling, general, and administrative expense		25,925			10.4			23,639			9.7
Operating income		18,805			7.5			22,309			9.2
Other income (loss)		28			-			(221	)		(0.1	)
Interest expense		(1,398	)		(0.5	)		(3,297	)		(1.4	)
Income before income taxes		17,435			7.0			18,791			7.7
Income tax expense		4,408			1.8			4,934			2.0
Net income	$	13,027			5.2	%	$	13,857			5.7	%

Three and Six Months Ended June 30, 2025 Compared to Three and Six Months Ended June 30, 2024

Net sales. Net sales increased 2.8% to $133.2 million in the second quarter of 2025 compared to $129.5 million in the second quarter of 2024 and increased 2.7% to $249.3 million in the first six months of 2025 compared to $242.7 million in the first six months of 2024.

WTS net sales decreased 5.5% to $84.6 million in the second quarter of 2025 compared to $89.5 million in the second quarter of 2024 driven by a 10% decrease in tons produced resulting from changes in project timing, partially offset by a 4% increase in selling price per ton due to changes in product mix. WTS net sales decreased 3.8% to $163.0 million in the first six months of 2025 compared to $169.5 million in the first six months of 2024 driven by a 14% decrease in tons produced resulting from changes in project timing, partially offset by an 11% increase in selling price per ton due to changes in product mix. Bidding activity, backlog, and production levels may vary significantly from period to period, thereby affecting sales volumes.

Precast net sales increased 21.5% to $48.6 million in the second quarter of 2025 compared to $40.0 million in the second quarter of 2024 driven by a 13% increase in volume shipped and a 7% increase in selling prices due to changes in product mix. Precast net sales increased 17.9% to $86.3 million in the first six months of 2025 compared to $73.2 million in the first six months of 2024 driven by a 17% increase in volume shipped and a 1% increase in selling prices due to changes in product mix.

Gross profit. Gross profit decreased 1.7% to $25.4 million (19.0% of net sales) in the second quarter of 2025 compared to $25.8 million (19.9% of net sales) in the second quarter of 2024 and decreased 2.7% to $44.7 million (17.9% of net sales) in the first six months of 2025 compared to $45.9 million (18.9% of net sales) in the first six months of 2024.

WTS gross profit decreased 11.3% to $15.1 million (17.8% of WTS net sales) in the second quarter of 2025 compared to $17.0 million (19.0% of WTS net sales) in the second quarter of 2024 due to decreased volume. WTS gross profit decreased 12.8% to $27.2 million (16.7% of WTS net sales) in the first six months of 2025 compared to $31.2 million (18.4% of WTS net sales) in the first six months of 2024 due to decreased volume.

Precast gross profit increased 16.7% to $10.3 million (21.2% of Precast net sales) in the second quarter of 2025 compared to $8.8 million (22.1% of Precast net sales) in the second quarter of 2024 primarily due to increased volume shipped. Precast gross profit increased 18.9% to $17.5 million (20.3% of Precast net sales) in the first six months of 2025 compared to $14.7 million (20.1% of Precast net sales) in the first six months of 2024 primarily due to increased volume shipped.

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Selling, general, and administrative expense. Selling, general, and administrative expense decreased 0.5% to $12.1 million (9.1% of net sales) in the second quarter of 2025 compared to $12.2 million (9.4% of net sales) in the second quarter of 2024 primarily due to $0.4 million in lower professional fees and $0.3 million in lower incentive compensation expense, partially offset by $0.4 million in higher base compensation and benefits expense. Selling, general, and administrative expense increased 9.7% to $25.9 million (10.4% of net sales) in the first six months of 2025 compared to $23.6 million (9.7% of net sales) in the first six months of 2024 primarily due to $1.4 million in higher base compensation and benefits expense and $1.1 million in higher incentive compensation expense, partially offset by $0.5 million in lower professional fees.

Income taxes. Income tax expense was $3.4 million in the second quarter of 2025 (an effective income tax rate of 27.5%) compared to $2.9 million in the second quarter of 2024 (an effective income tax rate of 25.5%) and was $4.4 million in the first six months of 2025 (an effective income tax rate of 25.3%) compared to $4.9 million in the first six months of 2024 (an effective income tax rate of 26.3%). The estimated effective income tax rates for the second quarter of 2025 and the second quarter and first six months of 2024 were primarily impacted by non-deductible permanent differences. The estimated effective income tax rate for the first six months of 2025 were primarily impacted by non-deductible permanent differences, partially offset by the tax windfalls recognized upon the vesting of equity awards. The estimated effective income tax rate can change significantly depending on the relationship of permanent income tax differences to estimated pre-tax income or loss. Accordingly, the comparison of estimated effective income tax rates between periods is not meaningful in all situations.

Liquidity and Capital Resources

Sources and Uses of Cash

Our principal sources of liquidity generally include operating cash flows and our credit agreement. From time to time our long-term capital needs may be met through the issuance of additional debt or equity. Our principal uses of liquidity generally include capital expenditures, working capital, organic growth initiatives, acquisitions, share repurchases, and debt service. Information regarding our cash flows for the six months ended June 30, 2025 and 2024 are presented in our Condensed Consolidated Statements of Cash Flows contained in Part I – Item 1. “Financial Statements” of this 2025 Q2 Form 10‑Q, and are further discussed below.

As of June 30, 2025, our working capital (current assets minus current liabilities) was $197.2 million compared to $187.4 million as of December 31, 2024. Cash and cash equivalents totaled $2.0 million and $5.0 million as of June 30, 2025 and December 31, 2024, respectively.

Fluctuations in WTS working capital accounts result from timing differences between production, shipment, invoicing, and collection, as well as changes in levels of production and costs of materials. We typically have a relatively large investment in working capital, as we generally pay for materials, labor, and other production costs in the initial stages of a project, while payments from our customers are generally received after finished product is delivered. A portion of our revenues are recognized over time as the manufacturing process progresses; therefore, cash receipts typically occur subsequent to when revenue is recognized and the elapsed time between when revenue is recorded and when cash is received can be significant. As such, our payment cycle is a significantly shorter interval than our collection cycle, although the effect of this difference in the cycles may vary by project, and from period to period.

As of June 30, 2025, we had $30.6 million of outstanding revolving loan borrowings, $13.0 million of outstanding long-term debt, $91.7 million of operating lease liabilities, and $7.1 million of finance lease liabilities. As of December 31, 2024, we had $24.7 million of outstanding revolving loan borrowings, $14.5 million of outstanding long-term debt, $90.7 million of operating lease liabilities, and $6.8 million of finance lease liabilities.

Net Cash Provided by (Used in) Operating Activities

Net cash provided by (used in) operating activities was $10.3 million in the first six months of 2025 compared to ($3.8) million in the first six months of 2024. Net income, adjusted for non-cash items, provided $29.5 million of operating cash flow in the first six months of 2025 compared to $29.2 million of operating cash flow in the first six months of 2024. The net change in working capital used $19.2 million of operating cash flow in the first six months of 2025 compared to $33.0 million in the first six months of 2024.

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Net Cash Used in Investing Activities

Net cash used in investing activities was $7.1 million in the first six months of 2025 compared to $10.6 million in the first six months of 2024. Capital expenditures were $7.2 million in the first six months of 2025 compared to $10.6 million in the first six months of 2024, which includes $0.3 million in the first six months of 2025 and $1.0 million in the first six months of 2024 of investment in our new reinforced concrete pipe mill, $0.3 million in the first six months of 2025 and $2.3 million in the first six months of 2024 for the construction of a building at our Salt Lake City, Utah facility for the new mill, and the remainder primarily for standard capital replacement. We currently expect capital expenditures in 2025 to be approximately $19 million to $22 million, which includes approximately $2 million of investment in our new reinforced concrete pipe mill and associated ancillary equipment, and the remainder primarily for standard capital replacement.

Net Cash Provided by (Used in) Financing Activities

Net cash provided by (used in) financing activities was ($6.1) million in the first six months of 2025 compared to $14.8 million in the first six months of 2024. Net borrowings on the line of credit were $6.0 million in the first six months of 2025 compared to $21.4 million in the first six months of 2024. Net payments on other debt were $1.5 million in the first six months of 2025. No payments on other debt were made in the first six months of 2024. Repurchases of common stock were $7.5 million in the first six months of 2025 compared to $4.4 million in the first six months of 2024.

We anticipate that our existing cash and cash equivalents, cash flows expected to be generated by operations, and additional borrowing capacity under our credit agreement and other loans will be adequate to fund our working capital, debt service, capital expenditure requirements, and share repurchases for the foreseeable future. To the extent necessary, we may also satisfy capital requirements through additional bank borrowings, senior notes, term notes, subordinated debt, and finance and operating leases, if such resources are available on satisfactory terms. We have from time to time evaluated and continue to evaluate opportunities for acquisitions and expansion. Any such transactions, if consummated, may necessitate additional bank borrowings or other sources of funding.

On December 4, 2023, our shelf registration statement on Form S‑3 (Registration No. 333‑275691) covering the potential future sale of up to $150 million of our equity and/or debt securities or combinations thereof, was declared effective by the SEC. This shelf registration statement, which replaced the registration statement on Form S‑3 that expired on November 3, 2023, provides another potential source of capital, in addition to other alternatives already in place. We cannot be certain that funding will be available on favorable terms or available at all. To the extent that we raise additional funds by issuing equity securities, our shareholders may experience significant dilution. As of the date of this 2025 Q2 Form 10‑Q, we have not yet sold any securities under this registration statement, nor do we have an obligation to do so. Please refer to the factors discussed in Part I – Item 1A. “Risk Factors” in our 2024 Form 10‑K.

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. At this time, we have elected to limit our share repurchase transactions to only those transactions made under Rule 10b5‑1 trading plans, which we believe consider our liquidity, including availability of borrowings and covenant compliance under our credit agreement, and other capital allocation priorities of the business. For a summary of our Rule 10b5‑1 trading plans and shares repurchased during the second quarter of 2025, see Part II — Item 2. “Unregistered Sales of Equity Securities and Use of Proceeds” of this 2025 Q2 Form 10‑Q. Please refer to the factors discussed in Part I – Item 1A. “Risk Factors” in our 2024 Form 10‑K.

Credit Agreement

The Credit Agreement dated June 30, 2021 with Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, and the lenders from time to time party thereto, including the initial sole lender, Wells Fargo (the “Lenders”), as amended by the Incremental Amendment dated October 22, 2021, the Second Amendment to Credit Agreement dated April 29, 2022, and the Third Amendment to Credit Agreement dated June 29, 2023 (together, the “Amended Credit Agreement”) provides for a revolving loan, swingline loan, and letters of credit in the aggregate amount of up to $125 million (“Revolver Commitment”), with an option for us to increase that amount by $50 million, subject to provisions of the Amended Credit Agreement. The Amended Credit Agreement will expire, and all obligations outstanding will mature, on June 29, 2028. We may prepay outstanding amounts at our discretion without penalty at any time, subject to applicable notice requirements. As of June 30, 2025 under the Amended Credit Agreement, we had $30.6 million of outstanding revolving loan borrowings, $1.6 million of outstanding letters of credit, and additional borrowing capacity of approximately $93 million.

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Revolving loans under the Amended Credit Agreement bear interest at rates related to, at our option and subject to the provisions of the Amended Credit Agreement, either: (i) Base Rate (as defined in the Amended Credit Agreement) plus the Applicable Margin; (ii) Adjusted Term Secured Overnight Finance Rate (“SOFR”) (as defined in the Amended Credit Agreement) plus the Applicable Margin; or (iii) Adjusted Daily Simple SOFR (as defined in the Amended Credit Agreement) plus the Applicable Margin. The “Applicable Margin” is 1.75% to 2.35%, depending on our Consolidated Senior Leverage Ratio (as defined in the Amended Credit Agreement) and the interest rate option chosen. Interest on outstanding revolving loans is payable monthly. Swingline loans under the Amended Credit Agreement bear interest at the Base Rate plus the Applicable Margin. As of June 30, 2025, the weighted-average interest rate for outstanding borrowings was 6.15%. The Amended Credit Agreement requires the payment of a commitment fee of between 0.30% and 0.40%, based on the amount by which the Revolver Commitment exceeds the average daily balance of outstanding borrowings (as defined in the Amended Credit Agreement). Such fee is payable monthly in arrears. We are also obligated to pay additional fees customary for credit facilities of this size and type.

The letters of credit outstanding as of June 30, 2025 relate to workers’ compensation insurance and a public improvement project. Based on the nature of these arrangements and our historical experience, we do not expect to make any material payments under these arrangements.

The Amended Credit Agreement contains customary representations and warranties, as well as customary affirmative and negative covenants, events of default, and indemnification provisions in favor of the Lenders. The negative covenants include restrictions regarding the incurrence of liens and indebtedness, annual capital expenditures, certain investments, acquisitions, and dispositions, and other matters, all subject to certain exceptions. The Amended Credit Agreement requires us to regularly provide financial information to Wells Fargo and to maintain a consolidated senior leverage ratio no greater than 3.00 to 1.00 (subject to certain exceptions) and a minimum consolidated earnings before interest, taxes, depreciation, and amortization (as defined in the Amended Credit Agreement) of at least $35 million for the four consecutive fiscal quarters most recently ended. Pursuant to the Amended Credit Agreement, we have also agreed that we will not sell, assign, or otherwise dispose or encumber, any of our owned real property. The occurrence of an event of default could result in the acceleration of the obligations under the Amended Credit Agreement. We were in compliance with our financial covenants as of June 30, 2025, and expect to continue to be in compliance in the near term.

Our obligations under the Amended Credit Agreement are secured by a senior security interest in substantially all of our and our subsidiaries’ assets.

Long-term Debt

On October 28, 2024, we converted the outstanding balance of the Interim Funding Agreement dated August 2, 2022 with Wells Fargo Equipment Finance, Inc. (“WFEF”), as amended January 23, 2023, March 15, 2023, July 21, 2023, and November 2, 2023 into a $15 million term loan with WFEF that was used to fund our new reinforced concrete pipe mill. The term loan matures on October 28, 2029, bears interest at the SOFR Average plus 2.22%, is payable in monthly installments of $0.3 million plus accrued interest, and is secured by the pipe mill. As of June 30, 2025, the outstanding balance of the term loan was $13.0 million and the weighted-average interest rate for outstanding borrowings was 6.53%. The term loan may be prepaid in full at any time provided that we pay a prepayment fee equal to 2% of the outstanding principal balance if repaid in the first 30 months of the loan.

Recent Accounting Pronouncements

For a description of recent accounting pronouncements affecting our Company, including the dates of adoption and estimated effects on financial position, results of operations, and cash flows, see Note 12, “Recent Accounting and Reporting Developments” of the Notes to Condensed Consolidated Financial Statements in Part I – Item 1. “Financial Statements” of this 2025 Q2 Form 10‑Q.

Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations are based upon our Condensed Consolidated Financial Statements included in Part I – Item 1. “Financial Statements” of this 2025 Q2 Form 10‑Q, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of our Condensed Consolidated Financial Statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, and disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. On an ongoing basis, we evaluate all of our estimates, including those related to revenue recognition, goodwill, income taxes, and litigation and other contingencies. Actual results may differ from these estimates under different assumptions or conditions.

There have been no significant changes in our critical accounting estimates during the three and six months ended June 30, 2025 as compared to the critical accounting estimates disclosed in our 2024 Form 10‑K.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

For a discussion of our market risk associated with commodity prices, interest rates, and foreign currency exchange rates, see Part II – Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” in our 2024 Form 10‑K.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a‑15(e) and 15d‑15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are designed to provide reasonable assurance that information required to be disclosed in reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosures.

In connection with the preparation of this Quarterly Report on Form 10‑Q for the quarter ended June 30, 2025, our management, under the supervision and with the participation of our CEO and CFO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2025. As a result of the assessment, our CEO and CFO have concluded that, as of June 30, 2025, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There were no significant changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II – OTHER INFORMATION

Item 1. Legal Proceedings

We are party to a variety of legal actions arising out of the ordinary course of business. Plaintiffs occasionally seek punitive or exemplary damages. We do not believe that such normal and routine litigation will have a material impact on our consolidated financial results. We are also involved in other kinds of legal actions, some of which assert or may assert claims or seek to impose fines, penalties, and other costs in substantial amounts. See Note 7, “Commitments and Contingencies” of the Notes to Condensed Consolidated Financial Statements in Part I – Item 1. “Financial Statements” of this 2025 Q2 Form 10‑Q.

Item 1A. Risk Factors

In addition to the other information set forth in this 2025 Q2 Form 10‑Q, the factors discussed in Part I – Item 1A. “Risk Factors” in our 2024 Form 10‑K and any subsequently filed quarterly reports on Form 10‑Q could materially affect our business, financial condition, or operating results. The risks described in our 2024 Form 10‑K and subsequent Form 10‑Q’s are not the only risks facing us. There are additional risks and uncertainties not currently known to us or that we currently deem to be immaterial, that may also materially adversely affect our business, financial condition, or operating results.

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

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At this time, we have elected to limit our share repurchase transactions to only those transactions made under Rule 10b5‑1 trading plans, which we believe consider our liquidity, including availability of borrowings and covenant compliance under our credit agreement, and other capital allocation priorities of the business. In November 2023, we executed a Rule 10b5‑1 trading plan which designated up to $10 million for daily share repurchases with volumes that fluctuated with changes in the trading price of our common stock. This Rule 10b5‑1 trading plan was terminated in December 2024. In March 2025, we executed a Rule 10b5‑1 trading plan which designated up to $5 million for daily share repurchases with volumes that fluctuate with changes in the trading price of our common stock. All shares under this Rule 10b5‑1 trading plan were repurchased as of April 15, 2025. In May 2025, we executed a Rule 10b5‑1 trading plan which designates up to $10 million for daily share repurchases between June 13, 2025 and July 31, 2025 with volumes that fluctuate with changes in the trading price of our common stock.

The following table provides information relating to our repurchase of common stock during the three months ended June 30, 2025 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, 2025 to April 30, 2025		122,360	$	40.82		122,360	$	19,868,524
May 1, 2025 to May 31, 2025		-		-		-		19,868,524
June 1, 2025 to June 30, 2025		69,839		39.84		69,839		17,086,177
Total		192,199		40.47		192,199

(1)	Exclusive of commission fees incurred in relation to the repurchase of common stock.

Subsequent to June 30, 2025, we repurchased approximately 171,000 shares at an average price of $42.04 per share for a total purchase price of $7.2 million pursuant to a Rule 10b5‑1 trading plan, thereby reducing the remaining share repurchase availability to $9.9 million under our share repurchase program.

Item 5. Other Information

During the three months ended June 30, 2025, 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 23, 2025, Aaron Wilkins, our Senior Vice President, Chief Financial Officer, and Corporate Secretary, 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. Wilkins’ Rule 10b5‑1 trading arrangement provides for the potential sale of up to 5,000 shares of our common stock between August 22, 2025 and November 7, 2025, so long as the market price of our common stock is higher than certain minimum threshold prices specified in Mr. Wilkins’ Rule 10b5‑1 trading arrangement.

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Item 6. Exhibits

(a) The exhibits filed as part of this 2025 Q2 Form 10‑Q are listed below:

Exhibit Number		Description

3.1		Second Restated Articles of Incorporation, incorporated by reference to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on March 16, 2022

3.2		First Amendment to Second Restated Articles of Incorporation, incorporated by reference to Exhibits to the Company’s Registration Statement on Form S‑3, as amended, as filed with the Securities and Exchange Commission on October 20, 2006, Commission Registration No. 333‑137923

3.3		Second Amendment to Second Restated Articles of Incorporation, incorporated by reference to the Company’s Current Report on Form 8‑K as filed with the Securities and Exchange Commission on June 13, 2025

3.4		Amended and Restated Bylaws, incorporated by reference to the Company’s Current Report on Form 8‑K as filed with the Securities and Exchange Commission on December 19, 2023

3.5		Amendment to Amended and Restated Bylaws, incorporated by reference to the Company’s Current Report on Form 8‑K as filed with the Securities and Exchange Commission on June 13, 2025

31.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith

31.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith

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)

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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 8, 2025

	NWPX INFRASTRUCTURE, INC.

	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)

NWPX Infrastructure, Inc. 10-Q