NWPX Infrastructure, Inc.

Previous wording

Our WTS segment 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. Our Precast segment provides 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. Our Precast segment has broadened its manufacturing footprint by bringing lined and engineered precast products into production at additional facilities, increasing capacity and improving regional availability. Our skilled team is committed to quality and innovation while upholding its core values of accountability, commitment, and teamwork. Headquartered in Vancouver, Washington, we operate 14 manufacturing facilities across North America.

Current wording

Under the Northwest Pipe Company brand, we are 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. 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 14 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 January 2026 and 1.4 million in December 2025, 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 two of the states in which our Precast manufacturing facilities are located.

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 June 2026 and 1.4 million in December 2025, 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 maintained a steady level of demand for our precast products by expanding business with commercial construction contractors.

Previous 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 anticipated, we experienced elevated bidding levels in the first quarter of 2026, leading to a record backlog of $373 million despite some uncertainty in the broader domestic economy. Recent executive orders, staffing cuts, and other federal funding disputes are viewed as risks that could delay funding brought on by the Bipartisan Infrastructure Deal (Infrastructure Investment and Jobs Act (“IIJA”)) and the Inflation Reduction Act. Project funding delays would first impact the engineering and design phases in the early part of the project cycle, and if they became elongated delays, would delay 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.

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. After experiencing elevated bidding levels in the first quarter of 2026, bidding has remained strong, resulting in a backlog of $305 million despite some uncertainty in the broader domestic economy. Recent executive orders, staffing cuts, and other federal funding disputes are viewed as risks that could delay funding brought on by the Bipartisan Infrastructure Deal (Infrastructure Investment and Jobs Act (“IIJA”)) and the Inflation Reduction Act. Project funding delays would first impact the engineering and design phases in the early part of the project cycle, and if they became elongated delays, would delay funding of State Revolving Funds and 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 what has been earmarked under 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 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 $1,043 per ton in the first three months of 2026, compared to annual averages of $967 in 2025 and $914 in 2024.

Current wording

Purchased steel represented approximately 32% of our WTS projects’ cost of sales in the first six months of 2026, 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 $1,102 per ton in the first six months of 2026, compared to annual averages of $967 in 2025 and $914 in 2024.

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, 2026 Compared to Three Months Ended March 31, 2025

Current wording

Three and Six Months Ended June 30, 2026 Compared to Three and Six Months Ended June 30, 2025

Previous wording

WTS net sales increased 19.1% to $93.5 million in the first quarter of 2026 compared to $78.4 million in the first quarter of 2025 driven by an 18% increase in tons produced resulting from changes in project timing and a 1% 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 increased 33.8% to $113.2 million in the second quarter of 2026 compared to $84.6 million in the second quarter of 2025 driven by a 26% increase in tons produced resulting from changes in project timing and a 6% increase in selling price per ton due to changes in product mix. Earlier in 2026, we were awarded a $57 million confidential project considered unique and infrequent in nature which contributed $8.4 million of revenue in the second quarter of 2026. WTS net sales increased 26.8% to $206.7 million in the first six months of 2026 compared to $163.0 million in the first six months of 2025 driven by a 23% increase in tons produced resulting from changes in project timing and a 3% 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

WTS gross profit increased 42.3% to $17.3 million (18.5% of WTS net sales) in the first quarter of 2026 compared to $12.2 million (15.5% of WTS net sales) in the first quarter of 2025 due to increased volume, including related operational efficiency gains, and favorable changes in product mix.

Current wording

WTS gross profit increased 60.9% to $24.2 million (21.4% of WTS net sales) in the second quarter of 2026 compared to $15.1 million (17.8% of WTS net sales) in the second quarter of 2025 due to increased volume, including related operational efficiency gains, and favorable project pricing and product mix. WTS gross profit increased 52.6% to $41.5 million (20.1% of WTS net sales) in the first six months of 2026 compared to $27.2 million (16.7% of WTS net sales) in the first six months of 2025 due to increased volume, including related operational efficiency gains, and favorable changes in product mix.

Previous wording

Precast gross profit increased 30.0% to $9.3 million (20.9% of Precast net sales) in the first quarter of 2026 compared to $7.2 million (19.1% of Precast net sales) in the first quarter of 2025 primarily due to increased selling prices due to changes in product mix and increased volume.

Current wording

Precast gross profit decreased 1.7% to $10.1 million (21.9% of Precast net sales) in the second quarter of 2026 compared to $10.3 million (21.2% of Precast net sales) in the second quarter of 2025. Precast gross profit increased 11.3% to $19.5 million (21.4% of Precast net sales) in the first six months of 2026 compared to $17.5 million (20.3% of Precast net sales) in the first six months of 2025 primarily due to increased selling prices due to changes in product mix.

Previous wording

Selling, general, and administrative expense. Selling, general, and administrative expense increased 1.5% to $14.0 million (10.1% of net sales) in the first quarter of 2026 compared to $13.8 million (11.9% of net sales) in the first quarter of 2025 primarily due to $0.3 million in higher incentive compensation expense.

Current wording

Selling, general, and administrative expense. Selling, general, and administrative expense increased 8.9% to $13.2 million (8.2% of net sales) in the second quarter of 2026 compared to $12.1 million (9.1% of net sales) in the second quarter of 2025 primarily due to $0.7 million in higher incentive compensation expense and $0.2 million in higher compensation-related expense. Selling, general, and administrative expense increased 5.0% to $27.2 million (9.1% of net sales) in the first six months of 2026 compared to $25.9 million (10.4% of net sales) in the first six months of 2025 primarily due to $1.0 million in higher incentive compensation expense and $0.3 million in higher compensation-related expense.

Previous wording

Income taxes. Income tax expense was $2.0 million in the first quarter of 2026 (an effective income tax rate of 16.0%) compared to $1.0 million in the first quarter of 2025 (an effective income tax rate of 19.8%). The estimated effective income tax rates for the first quarter of 2026 and the first quarter of 2025 were primarily impacted 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.

Current wording

Income taxes. Income tax expense was $5.6 million in the second quarter of 2026 (an effective income tax rate of 26.3%) compared to $3.4 million in the second quarter of 2025 (an effective income tax rate of 27.5%) and was $7.6 million in the first six months of 2026 (an effective income tax rate of 22.5%) compared to $4.4 million in the first six months of 2025 (an effective income tax rate of 25.3%). The estimated effective income tax rates for the second quarter of 2026 and 2025 were primarily impacted by non-deductible permanent differences. The estimated effective income tax rates for the first six months of 2026 and 2025 were primarily impacted by non-deductible permanent differences, partially offset by 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, 2026 and 2025 are presented in our Condensed Consolidated Statements of Cash Flows contained in Part I – Item 1. “Financial Statements” of this 2026 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, 2026 and 2025 are presented in our Condensed Consolidated Statements of Cash Flows contained in Part I – Item 1. “Financial Statements” of this 2026 Q2 Form 10‑Q and are further discussed below.

Previous wording

As of March 31, 2026, our working capital (current assets minus current liabilities) was $187.6 million compared to $184.9 million as of December 31, 2025. Cash and cash equivalents totaled $14.3 million and $2.3 million as of March 31, 2026 and December 31, 2025, respectively.

Current wording

As of June 30, 2026, our working capital (current assets minus current liabilities) was $200.9 million compared to $184.9 million as of December 31, 2025. Cash and cash equivalents totaled $19.3 million and $2.3 million as of June 30, 2026 and December 31, 2025, respectively.

Previous wording

As of March 31, 2026, we had no outstanding revolving loan borrowings, $10.7 million of outstanding long-term debt, $91.7 million of operating lease liabilities, and $8.1 million of finance lease liabilities. 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.

Current wording

As of June 30, 2026, we had no outstanding revolving loan borrowings, $10.0 million of outstanding long-term debt, $90.6 million of operating lease liabilities, and $7.5 million of finance lease liabilities. 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.

Previous wording

Net cash provided by operating activities was $29.3 million in the first three months of 2026 compared to $4.8 million in the first three months of 2025. Net income, adjusted for noncash items, provided $18.8 million of operating cash flow in the first three months of 2026 compared to $12.0 million of operating cash flow in the first three months of 2025. The net change in working capital provided (used) $10.4 million of operating cash flow in the first three months of 2026 compared to ($7.2) million in the first three months of 2025.

Current wording

Net cash provided by operating activities was $43.3 million in the first six months of 2026 compared to $10.3 million in the first six months of 2025. Net income, adjusted for noncash items, provided $43.8 million of operating cash flow in the first six months of 2026 compared to $29.5 million of operating cash flow in the first six months of 2025. The net change in working capital used $0.5 million of operating cash flow in the first six months of 2026 compared to $19.2 million in the first six months of 2025.

Previous wording

Net cash used in investing activities was $12.3 million in the first three months of 2026 compared to $3.7 million in the first three months of 2025. The acquisition of Boughton used $8.9 million, net of cash acquired, in the first three months of 2026. Capital expenditures were $3.5 million in the first three months of 2026 compared to $3.7 million in the first three months of 2025, which includes $0.3 million in the first three months of 2026 for pipe profiler equipment in the Adelanto, California facility, $0.3 million in the first three months of 2025 of investment in our new reinforced concrete pipe mill, $0.1 million in the first three months of 2025 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 2026 to be approximately $20 million to $24 million, which includes approximately $2 million for the catch basin machine in the Orem, Utah facility, $3 million for the pipe profiler equipment in the Adelanto, California facility, and the remainder primarily for standard capital replacement.

Current wording

Net cash used in investing activities was $16.5 million in the first six months of 2026 compared to $7.1 million in the first six months of 2025. The acquisition of Boughton used $8.9 million, net of cash acquired, in the first six months of 2026. Capital expenditures were $7.7 million in the first six months of 2026 compared to $7.2 million in the first six months of 2025. We believe full year 2026 spending could increase over 2025 depending on the timing of cash outlays associated with investment capital projects currently underway. The remainder of our capital expenditures are primarily for standard capital replacement. We currently expect capital expenditures in 2026 to be approximately $20 million to $24 million, which includes approximately $3 million for the new drycast catch basin machine in the Orem, Utah facility and $2 million for the new pipe profiler equipment in the Adelanto, California facility.

Previous wording

Net cash used in financing activities was $5.0 million in the first three months of 2026 compared to $0.9 million in the first three months of 2025. Net borrowings (repayments) on the line of credit were ($0.3) million in the first three months of 2026 compared to $0.9 million in the first three months of 2025. Net payments on other debt were $0.8 million in the first three months of 2026 and 2025. Repurchases of common stock were $2.4 million in the first three months of 2026. There were no repurchases of common stock in the first three months of 2025.

Current wording

Net cash used in financing activities was $9.8 million in the first six months of 2026 compared to $6.1 million in the first six months of 2025. Net borrowings (repayments) on the line of credit were ($0.3) million in the first six months of 2026 compared to $6.0 million in the first six months of 2025. Net payments on other debt were $1.5 million in the first six months of 2026 and 2025. Repurchases of common stock were $2.7 million in the first six months of 2026 compared to $7.5 million in the first six months of 2025.

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 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 March 31, 2026, the interest rate for outstanding borrowings was 5.13%. 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.

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 June 30, 2026, the interest rate for outstanding borrowings was 5.12%. 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 (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 March 31, 2026, the outstanding balance of the term loan was $10.7 million and the interest rate for outstanding borrowings was 5.89%. 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 June 30, 2026, the outstanding balance of the term loan was $10.0 million and the interest rate for outstanding borrowings was 5.81%. 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, 2026 as compared to the critical accounting estimates disclosed in our 2025 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, 2026 as compared to the critical accounting estimates disclosed in our 2025 Form 10‑K.