NWPX Infrastructure, Inc.
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 26, 2026
NWPX$87.31+5.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-27.
0001437749-25-005465
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-26.
0001437749-26-005861
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 61 previous paragraphs and 62 current paragraphs.
29 unchanged; 32 reworded; 1 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 2 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (1)
Current report
On February 23, 2026, we completed the acquisition of 100% of the shares of Boughton’s Precast, Inc., a single precast facility located in Pueblo, Colorado, for a purchase price of approximately $9.0 million. This acquisition expands our geographic footprint for our stormwater infrastructure and sanitary sewer products including manholes, catch basins, vaults, and reinforced concrete pipe. The financial information included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations is that of NWPX Infrastructure, Inc. prior to the acquisition of Boughton because the acquisition was completed after the period covered by the financial statements included in this 2025 Form 10‑K.
Reworded paragraphs (32)
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 the “Our Segments” discussion in Part I — Item 1. “Business” of this 2024 Form 10‑K.
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 the “Our Segments” discussion in Part I — Item 1. “Business” of this 2025 Form 10‑K.
Previous wording
In addition to being the largest manufacturer of engineered steel water pipeline 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, lined precast sanitary sewer system structures, water distribution and management equipment including pump lift stations, wastewater pretreatment, and stormwater quality products. We have broadened our manufacturing footprint by bringing lined and engineered precast products into production at additional facilities. This increases our capacity and improves regional availability. 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 1.5 million in December 2024 and December 2023, 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 1.4 million in December 2025 and 1.5 million in December 2024, and the population of the United States is expected to increase by approximately 1 million people in 2026. While the housing market has softened recently and the current elevated federal funds rate could temper demand for our precast products, we continue to see steady demand 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 and the states in which our Precast manufacturing facilities are located.
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. While we experienced a relatively modest level of project bidding in 2023, 2024 has been an improved bidding environment and long-term demand for water infrastructure projects in the United States appears 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 IIJA and the Inflation Reduction Act. According to the October 2024 Bluefield Research* Insight Report – Infrastructure Investment & Jobs Act: Tracking the Spending, Q4 2024*, approximately $2 billion earmarked under the IIJA has currently been awarded to DWSRF 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. Our 2025 project bidding levels approximated those realized in 2024, and we expect near and medium term demand for water infrastructure projects in the United States to remain relatively healthy. Our WTS business faces uncertainty in the broader domestic economy as recent executive orders, staffing cuts, and other federal funding disputes are viewed to delay funding brought on by the IIJA and the Inflation Reduction Act. While these delays first impact the engineering and design phases in the early part of the project cycle, elongated delays to funding State Revolving Funds would eventually impact future project bids. According to the August 2025 Bluefield ResearchInsight Report – Infrastructure Investment & Jobs Act: Tracking the Spending, Q3 2025, approximately $5 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 timelines associated with WTS projects.
Previous wording
Purchased steel typically represents approximately 33% of 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 $914 per ton in 2024, compared to $994 in 2023 and $1,174 in 2022.
Current wording
Purchased steel typically represents approximately 29% 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 $967 per ton in 2025, compared to $914 in 2024 and $994 in 2023.
Previous wording
Economic uncertainty, including the impacts of threatened tariffs, raw material shortages, inflationary pressures, potential risks of a recession, and disruptions in the financial markets could have an adverse effect on our business. The extent of the impact of these broader economic forces on our business will depend on future developments, which cannot be predicted.
Current wording
Economic uncertainty, including the impacts of U.S. global economic policy, inflationary pressures, potential risks of a recession, and disruptions in the financial markets could have an adverse effect on our business. We believe uncertainty around the tariffs and related countermeasures could further dampen construction activity and impact our costs, particularly in the short term; however, these risks will be mitigated to the extent possible. Should the economic environment remain uncertain, the direct and indirect impact on our business will also depend on future developments, which cannot be predicted.
Previous wording
***Net sales.***Net sales increased 10.8% to $492.5 million in 2024 compared to $444.4 million in 2023.
Current wording
***Net sales.***Net sales increased 6.8% to $526.0 million in 2025 compared to $492.5 million in 2024.
Previous wording
SPP net sales increased 14.0% to $337.9 million in 2024 compared to $296.4 million in 2023 driven by a 33% increase in tons produced resulting from an improved bidding environment and changes in project timing, which was partially offset by a 14% decrease in selling price per ton due to a combination of lower raw materials costs and product mix. Bidding activity, backlog, and production levels may vary significantly from period to period, thereby affecting sales volumes.
Current wording
WTS net sales increased 3.8% to $350.9 million in 2025 compared to $337.9 million in 2024 driven by a 14% increase in selling price per ton due to changes in product mix, which was partially offset by a 9% decrease in tons produced resulting from changes in project timing. Bidding activity, backlog, and production levels may vary significantly from period to period, thereby affecting sales volumes.
Previous wording
Precast net sales increased 4.5% to $154.6 million in 2024 compared to $148.0 million in 2023 driven by a 28% increase in volume shipped, partially offset by a 15% decrease in selling prices due to changes in product mix.
Current wording
Precast net sales increased 13.3% to $175.1 million in 2025 compared to $154.6 million in 2024 driven by an 8% increase in volume shipped and a 4% increase in selling prices due to changes in product mix.
Previous wording
***Gross profit.***Gross profit increased 22.9% to $95.4 million (19.4% of net sales) in 2024 compared to $77.6 million (17.5% of net sales) in 2023.
Current wording
***Gross profit.***Gross profit increased 8.6% to $103.6 million (19.7% of net sales) in 2025 compared to $95.4 million (19.4% of net sales) in 2024.
Previous wording
SPP gross profit increased 47.6% to $62.6 million (18.5% of SPP net sales) in 2024 compared to $42.4 million (14.3% of SPP net sales) in 2023 primarily due to increased volume and changes in product mix.
Current wording
WTS gross profit increased 7.2% to $67.1 million (19.1% of WTS net sales) in 2025 compared to $62.6 million (18.5% of WTS net sales) in 2024 primarily due to increased selling prices.
Previous wording
Precast gross profit decreased 6.9% to $32.8 million (21.2% of Precast net sales) in 2024 compared to $35.2 million (23.8% of Precast net sales) in 2023 primarily due to changes in product mix.
Current wording
Precast gross profit increased 11.3% to $36.5 million (20.8% of Precast net sales) in 2025 compared to $32.8 million (21.2% of Precast net sales) in 2024 primarily due to increased volume shipped.
Previous wording
***Selling, general, and administrative expense.***Selling, general, and administrative expense increased 7.7% to $47.2 million (9.6% of net sales) in 2024 compared to $43.8 million (9.9% of net sales) in 2023 primarily due to $3.9 million in higher incentive compensation and $1.2 million in higher compensation-related expenses, partially offset by $0.9 million in lower professional fees.
Current wording
***Selling, general, and administrative expense.***Selling, general, and administrative expense increased 11.9% to $52.8 million (10.0% of net sales) in 2025 compared to $47.2 million (9.6% of net sales) in 2024 primarily due to $2.8 million in higher incentive compensation expense and $2.6 million in higher base compensation and benefits expense.
Previous wording
***Income taxes.***Income tax expense was $8.2 million in 2024 (an effective income tax rate of 19.3%) compared to $8.2 million in 2023 (an effective income tax rate of 28.0%). The effective income tax rate for 2024 was primarily impacted by reduction in uncertain income tax positions due to a lapse in statute of limitations for the year the position originated. The effective income tax rate for 2023 was primarily impacted by non-deductible permanent differences, accrued interest on uncertain income tax positions, and state franchise tax. The 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 effective income tax rates between periods is not meaningful in all situations.
Current wording
***Income taxes.***Income tax expense was $11.1 million in 2025 (an effective income tax rate of 23.8%) compared to $8.2 million in 2024 (an effective income tax rate of 19.3%). The effective income tax rate for 2025 was primarily impacted by non-deductible permanent differences and a reduction in uncertain income tax positions due to a lapse in statute of limitations for the year the position originated. The effective income tax rate for 2024 was primarily impacted by reduction in uncertain income tax positions due to a lapse in statute of limitations for the year the position originated. The 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 effective income tax rates between periods is not meaningful in all situations.
Previous wording
As of December 31, 2024, our working capital (current assets minus current liabilities) was $187.4 million compared to $176.3 million as of December 31, 2023. Cash and cash equivalents totaled $5.0 million and $4.1 million as of December 31, 2024 and 2023, respectively.
Current wording
As of December 31, 2025, our working capital (current assets minus current liabilities) was $184.9 million compared to $187.4 million as of December 31, 2024. Cash and cash equivalents totaled $2.3 million and $5.0 million as of December 31, 2025 and 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 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. As of December 31, 2023, we had $54.5 million of outstanding revolving loan borrowings, $10.8 million of outstanding current debt, $90.2 million of operating lease liabilities, and $7.5 million of finance lease liabilities. For future maturities of these obligations, see Notes 6, 7, 8, and 9 of the Notes to Consolidated Financial Statements in Part II — Item 8. “Financial Statements and Supplementary Data” of this 2024 Form 10‑K.
Current wording
As of December 31, 2025, we had $0.3 million of outstanding revolving loan borrowings, $11.5 million of outstanding long-term debt, $91.1 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. For future maturities of these obligations, see Notes 6, 7, and 8 of the Notes to Consolidated Financial Statements in Part II — Item 8. “Financial Statements and Supplementary Data” of this 2025 Form 10‑K.
Previous wording
Due to the uncertainty with respect to the timing of future cash flows associated with our approximately $2.5 million in unrecognized tax benefits as of December 31, 2024, we are unable to make reasonably reliable estimates of the period of cash settlement with the respective taxing authorities. For further information, see Note 17 of the Notes to Consolidated Financial Statements in Part II — Item 8. “Financial Statements and Supplementary Data” of this 2024 Form 10‑K.
Current wording
Due to the uncertainty with respect to the timing of future cash flows associated with our approximately $1.9 million in unrecognized tax benefits as of December 31, 2025, we are unable to make reasonably reliable estimates of the period of cash settlement with the respective taxing authorities. For further information, see Note 16, “Income Taxes” of the Notes to Consolidated Financial Statements in Part II — Item 8. “Financial Statements and Supplementary Data” of this 2025 Form 10‑K.
Previous wording
Net cash provided by operating activities was $55.1 million in 2024 compared to $53.5 million in 2023. Net income, adjusted for non-cash items, provided $54.4 million of operating cash flow in 2024 compared to $41.5 million of operating cash flow in 2023. The net change in working capital provided $0.7 million of operating cash flow in 2024 compared to $12.0 million of operating cash flow in 2023.
Current wording
Net cash provided by operating activities was $67.3 million in 2025 compared to $55.1 million in 2024. Net income, adjusted for noncash items, provided $73.8 million of operating cash flow in 2025 compared to $60.4 million of operating cash flow in 2024. The net change in working capital used $6.5 million of operating cash flow in 2025 compared to $5.3 million of operating cash flow in 2024.
Previous wording
Net cash used in investing activities was $20.7 million in 2024 compared to $20.4 million in 2023. Capital expenditures were $20.8 million in 2024 compared to $18.3 million in 2023, which includes $2.0 million in 2024 and $2.8 million in 2023 of investment in our new reinforced concrete pipe mill, $5.4 million in 2024 and approximately $0 in 2023 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 $18 million to $22 million, which includes approximately $2 million of investment in our new reinforced concrete pipe mill and the remainder primarily for standard capital replacement. The $2.7 million payment of the working capital adjustment for the 2021 acquisition of Park Environmental Equipment, LLC was made in the second quarter of 2023.
Current wording
Net cash used in investing activities was $20.1 million in 2025 compared to $20.7 million in 2024. Capital expenditures were $20.2 million in 2025 compared to $20.8 million in 2024, which includes $1.1 million in 2025 and $2.0 million in 2024 of investment in our new reinforced concrete pipe mill, $0.3 million in 2025 and $5.4 million in 2024 for the construction of a building at our Salt Lake City, Utah facility for the new mill, $1.4 million in 2025 for the catch basin in the Orem, Utah facility, and the remainder primarily for standard capital replacement. We currently expect capital expenditures in 2026 to be approximately $20 million to $24 million, which includes approximately $4 million for the catch basin machine in the Orem, Utah facility, and the remainder primarily for standard capital replacement.
Previous wording
Net Cash Provided by (Used in) Financing Activities
Current wording
Net Cash Used in Financing Activities
Previous wording
Net cash used in financing activities was $33.4 million in 2024 compared to $32.7 million in 2023. Net repayments on the line of credit were $29.8 million in 2024 compared to $29.2 million in 2023. Net borrowings on other debt were $3.7 million in 2024. There were no borrowings or repayments on other debt in 2023. Repurchases of common stock were $4.4 million in 2024 compared to $0.7 million in 2023.
Current wording
Net cash used in financing activities was $49.9 million in 2025 compared to $33.4 million in 2024. Net repayments on the line of credit were $24.4 million in 2025 compared to $29.8 million in 2024. Net borrowings (repayments) on other debt were ($3.0) million in 2025 compared to $3.7 million in 2024. Repurchases of common stock were $18.4 million in 2025 compared to $4.4 million in 2024.
Previous wording
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.
Current wording
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. As previously discussed, we acquired Boughton in February 2026 which was funded by borrowings on the line of credit.
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, D.A. Davidson Companies. As of the date of this filing, our share repurchase transactions have only been conducted under the Rule 10b5‑1 trading plan we executed in November 2023, which we believe considered our liquidity, including availability of borrowings and covenant compliance under our credit agreement, and other capital allocation priorities of the business. Our Rule 10b5‑1 trading plan designated up to $10 million for daily share repurchases with volumes that fluctuated with changes in the trading price of our common stock. While our Rule 10b5‑1 trading plan was terminated in December 2024, we expect to consider share repurchase strategies under Rule 10b5‑1 trading plans at a future date. For a summary of shares repurchased during the fourth quarter of 2024, see “Purchases of Equity Securities by the Issuer and Affiliated Purchasers” in Part II — Item 5. “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” of this 2024 Form 10‑K. Please refer to the factors discussed in Part I — Item 1A. “Risk Factors” of this 2024 Form 10‑K.
Current wording
On October 10, 2023, our Board of Directors authorized a share repurchase program of up to $30 million of our outstanding common stock. On December 11, 2025, our Board of Directors authorized a share repurchase program of up to an additional $10 million of our outstanding common stock. These programs do not commit to any particular timing or quantity of purchases, and the programs may be suspended or discontinued at any time. Under the programs, shares may be purchased in the 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 details regarding our Rule 10b5‑1 trading plans and share repurchase program, see Note 11, “Stockholders’ Equity” of the Notes to Consolidated Financial Statements in Part II — Item 8. “Financial Statements and Supplementary Data” of this 2025 Form 10‑K. Please refer to the factors discussed in Part I — Item 1A. “Risk Factors” of this 2025 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 December 31, 2024 under the Amended Credit Agreement, we had $24.7 million of outstanding revolving loan borrowings, $1.6 million of outstanding letters of credit, and additional borrowing capacity of approximately $99 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, the Third Amendment to Credit Agreement dated June 29, 2023, and the Fourth Amendment to Credit Agreement and Ratification of Loan Documents dated August 13, 2025 (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 August 13, 2030. We may prepay outstanding amounts at our discretion without penalty at any time, subject to applicable notice requirements. As of December 31, 2025 under the Amended Credit Agreement, we had $0.3 million of outstanding revolving loan borrowings, $1.1 million of outstanding letters of credit, and additional borrowing capacity of approximately $124 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 December 31, 2024, the weighted-average interest rate for outstanding borrowings was 6.68%. 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 Daily Simple Secured Overnight Finance Rate (“SOFR”) (as defined in the Amended Credit Agreement) plus the Applicable Margin; or (iii) Adjusted Term SOFR (as defined in the Amended Credit Agreement) plus the Applicable Margin. The “Applicable Margin” is 0.50% to 2.00%, 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 in arrears. Swingline loans under the Amended Credit Agreement bear interest at the Base Rate plus the Applicable Margin. As of December 31, 2025, the weighted-average interest rate for outstanding borrowings was 5.35%. The Amended Credit Agreement requires the payment of a commitment fee of between 0.20% and 0.25%, 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 December 31, 2024, the outstanding balance of the term loan was $14.5 million and the weighted-average interest rate for outstanding borrowings was 6.90%. 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 (as defined in the term loan) plus 2.22%, is payable in monthly installments of $0.3 million plus accrued interest, and is secured by the pipe mill. As of December 31, 2025, the outstanding balance of the term loan was $11.5 million and the weighted-average interest rate for outstanding borrowings was 6.24%. 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
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 2 of the Notes to Consolidated Financial Statements in Part II — Item 8. “Financial Statements and Supplementary Data” of this 2024 Form 10‑K.
Current wording
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 2, “Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements in Part II — Item 8. “Financial Statements and Supplementary Data” of this 2025 Form 10‑K.
Previous wording
SPP revenue for water infrastructure steel pipe products is recognized over time as the manufacturing process progresses because of our right to payment for work performed to date plus a reasonable profit on cancellations for unique products that have no alternative use to us. 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 performance obligations. The cost of steel material is recognized as a contract cost when the steel is introduced into the manufacturing process. Estimated total costs of each contract requires judgment and are reviewed on a monthly basis by project management, operations, and cost accounting personnel for all active projects. All cost revisions that result in a material change in gross profit are reviewed by senior management personnel. Judgment is required in estimating total costs which primarily include labor costs and productivity, and cost and availability of materials, and which could be influenced by inflationary trends, supplier performance, or asset utilization, amongst other factors. We use certain assumptions and develop estimates based on a number of considerations, including the degree of required product customization, our historical experience, the project plans, and an assessment of the risks and uncertainties inherent in the contract related to implementation delays or performance issues that may or may not be within our control. 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 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.
Current wording
WTS revenue for water infrastructure steel pipe products is recognized over time as the manufacturing process progresses because of our right to payment for work performed to date plus a reasonable profit on cancellations for unique products that have no alternative use to us. 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 performance obligations. The cost of steel material is recognized as a contract cost when the steel is introduced into the manufacturing process. Estimated total costs of each contract requires judgment and are reviewed on a monthly basis by project management, operations, and cost accounting personnel for all active projects. All cost revisions that result in a material change in gross profit are reviewed by senior management personnel. Judgment is required in estimating total costs which primarily include labor costs and productivity, and cost and availability of materials, which could be influenced by inflationary trends, supplier performance, or asset utilization, amongst other factors. We use certain assumptions and develop estimates based on a number of considerations, including the degree of required product customization, our historical experience, the project plans, and an assessment of the risks and uncertainties inherent in the contract related to implementation delays or performance issues that may or may not be within our control. 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 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.
Previous wording
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 we expect 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. Our contracts do not contain significant financing.
Current wording
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 we expect 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.
Previous wording
We generally do 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.
Current wording
We generally do 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. Our contracts do not contain significant financing.
Previous wording
Goodwill is reviewed for impairment annually, or whenever events occur or circumstances change that indicate goodwill may be impaired. Goodwill is tested for impairment at the reporting unit level. A reporting unit is an operating segment or one level below an operating segment (also known as a component). During the fourth quarter of 2022, we changed the date of our annual impairment test of goodwill from December 31 to November 30. The change in the impairment test date lessens resource constraints that exist in connection with our year-end close and financial reporting process and provides for additional time to complete the required impairment testing. This change did not represent a material change to our method of applying an accounting principle, and therefore does not delay, accelerate, or avoid an impairment charge.
Current wording
Goodwill is reviewed for impairment annually as of November 30, or whenever events occur or circumstances change that indicate goodwill may be impaired. Goodwill is tested for impairment at the reporting unit level. A reporting unit is an operating segment or one level below an operating segment (also known as a component).