NWPX Infrastructure Inc

Previous wording

Northwest Pipe Company is a leading manufacturer of water-related infrastructure products, and operates in two segments, Engineered Steel Pressure Pipe (“SPP”) and Precast Infrastructure and Engineered Systems (“Precast”). For detailed descriptions of these segments, see Note 10, “Segment Information” of the Notes to Condensed Consolidated Financial Statements in Part I – Item 1. “Financial Statements” of this 2025 Q1 Form 10‑Q.

Current wording

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.

Previous wording

In addition to being the largest manufacturer of engineered water transmission systems in North America, we manufacture stormwater and wastewater technology products; high-quality precast and reinforced concrete products; pump lift stations; steel casing pipe; bar-wrapped concrete cylinder pipe; and one of the largest offerings of pipeline system joints, fittings, and specialized components. Strategically positioned to meet growing water and wastewater infrastructure needs, we provide solution-based products for a wide range of markets under the ParkUSA, Geneva Pipe and Precast, Permalok®, and Northwest Pipe Company lines. Our diverse team is committed to safety, quality, and innovation while demonstrating our core values of accountability, commitment, and teamwork. We are headquartered in Vancouver, Washington, and have 13 manufacturing facilities across North America.

Current wording

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.

Previous wording

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 March 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 these two indicators point to a strong housing market, particularly in Texas and Utah which are two of the five fastest growing markets in the United States according to the November 2022 Bluefield ResearchInsight Report – U.S. & Canada Municipal Water Outlook: Utility CAPEX & OPEX Forecasts, 2022-2030 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.

Current wording

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 ResearchInsight 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.

Previous wording

Our SPP 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 anticipated, we experienced a reduced level of project bidding inthe first quarter 2025, however, 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 SPP 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 October 2024 Bluefield ResearchInsight Report – Infrastructure Investment & Jobs Act: Tracking the Spending, Q4 2024, approximately $2 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.

Current wording

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 inthe 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.

Previous wording

Purchased steel typically represents approximately 33% of our SPP 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. SPP 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 $850 per ton in the first three months of 2025, compared to annual averages of $914 per ton in 2024 and $994 per ton in 2023.

Current wording

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.

Previous wording

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 uncertainty around new tariffs and related countermeasures, could impact our costs, particularly in the short term. These costs will be mitigated to the extent possible. The impact of these broader economic forces on our business will also depend on future developments, which cannot be predicted.

Current wording

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.

Previous wording

The following table sets 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.

Current wording

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.

Previous wording

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

Current wording

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

Previous wording

SPP net sales decreased 2.0% to $78.4 million in the first quarter of 2025 compared to $80.0 million in the first quarter of 2024 driven by an 18% decrease in tons produced resulting from changes in project timing, partially offset by a 20% 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.

Current wording

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.

Previous wording

Selling, general, and administrative expense. Selling, general, and administrative expense increased 20.6% to $13.8 million (11.9% of net sales) in the first quarter of 2025 compared to $11.4 million (10.1% of net sales) in the first quarter of 2024 primarily due to $1.6 million in higher incentive compensation expense and $1.0 million in higher base compensation and benefits expense.

Current wording

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.

Previous wording

Income taxes. Income tax expense was $1.0 million in the first quarter of 2025 (an effective income tax rate of 19.8%) compared to $2.0 million in the first quarter of 2024 (an effective income tax rate of 27.5%). The estimated effective income tax rate for the first quarter of 2025 was primarily impacted by the tax windfalls recognized upon the vesting of equity awards. The estimated effective income tax rate for the first quarter of 2024 was primarily impacted by non-deductible permanent differences. 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.

Current wording

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.

Previous wording

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 three months ended March 31, 2025 and 2024 are presented in our Condensed Consolidated Statements of Cash Flows contained in Part I – Item 1. “Financial Statements” of this 2025 Q1 Form 10‑Q, and are further discussed below.

Current wording

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.

Previous wording

As of March 31, 2025, our working capital (current assets minus current liabilities) was $193.2 million compared to $187.4 million as of December 31, 2024. Cash and cash equivalents totaled $5.3 million and $5.0 million as of March 31, 2025 and December 31, 2024, respectively.

Current wording

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.

Previous wording

Fluctuations in SPP 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.

Current wording

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.

Previous wording

As of March 31, 2025, we had $25.5 million of outstanding revolving loan borrowings, $13.7 million of outstanding long-term debt, $89.6 million of operating lease liabilities, and $6.7 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.

Current wording

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.

Previous wording

Net cash provided by (used in) operating activities was $4.8 million in the first three months of 2025 compared to ($26.1) million in the first three months of 2024. Net income, adjusted for non-cash items, provided $12.0 million of operating cash flow in the first three months of 2025 compared to $12.2 million of operating cash flow in the first three months of 2024. The net change in working capital used $7.2 million of operating cash flow in the first three months of 2025 compared to $38.3 million of operating cash flow in the first three months of 2024.

Current wording

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.

Previous wording

Net cash used in investing activities was $3.7 million in the first three months of 2025 compared to $4.5 million in the first three months of 2024. Capital expenditures were $3.7 million in the first three months of 2025 compared to $4.6 million in the first three months of 2024, which includes $0.3 million in the first three months of 2025 and $0.5 million in the first three months of 2024 of investment in our new reinforced concrete pipe mill, $0.1 million in the first three months of 2025 and $0.5 million in the first three 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.

Current wording

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.

Previous wording

Net cash provided by (used in) financing activities was ($0.9) million in the first three months of 2025 compared to $30.8 million in the first three months of 2024. Net borrowings on the line of credit were $0.9 million in the first three months of 2025 compared to $35.4 million in the first three months of 2024. Net payments on other debt were $0.8 million in the first three months of 2025. No payments on other debt were made in the first three months of 2024. Repurchases of common stock were $3.9 million in the first three months of 2024. No repurchases of common stock were made in the first three months of 2025.

Current wording

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.

Previous wording

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 first quarter of 2025, see Part II — Item 2. “Unregistered Sales of Equity Securities and Use of Proceeds” of this 2025 Q1 Form 10‑Q. Please refer to the factors discussed in Part I – Item 1A. “Risk Factors” in our 2024 Form 10‑K.

Current wording

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.

Previous wording

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 March 31, 2025 under the Amended Credit Agreement, we had $25.5 million of outstanding revolving loan borrowings, $1.6 million of outstanding letters of credit, and additional borrowing capacity of approximately $98 million.

Current wording

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.

Previous wording

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 March 31, 2025, the weighted-average interest rate for outstanding borrowings was 6.22%. 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.

Current wording

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.

Previous wording

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 March 31, 2025, the outstanding balance of the term loan was $13.7 million and the weighted-average interest rate for outstanding borrowings was 6.57%. 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.

Current wording

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.

Previous wording

There have been no significant changes in our critical accounting estimates during the three months ended March 31, 2025 as compared to the critical accounting estimates disclosed in our 2024 Form 10‑K.

Current wording

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.