NWPX Infrastructure, Inc 10-Q for FY2026 Q3
NWPX Infrastructure, Inc. (NWPX)
About this 10-Q
NWPX Infrastructure, Inc filed this 10-Q on October 29, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
NWPX Infrastructure, Inc. reported nine-month 2026 net sales of 477,122 and net income of 44,599 (in thousands). It acquired Boughton’s Precast, Inc. on February 23, 2026 for $9.0 million and Serpentix Conveyor, LLC on September 2, 2026 for $51.5 million. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $179.39M
- up 18.7% from $151.07M a year earlier
- Net income
- $18.23M
- up 35.0% from net income of $13.51M a year earlier
- Diluted EPS
- $1.86
- up 34.8% from $1.38 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended:
or
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______to _______
Commission File Number:
NWPX Infrastructure, Inc.
(Exact name of registrant as specified in its charter)
| | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices and Zip Code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| | | |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S‑T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.
| Large accelerated filer | ☐ | | ☒ |
| Non-accelerated filer | ☐ | Smaller reporting company | |
| Emerging growth company | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes
The number of shares outstanding of the registrant’s common stock as of October 21, 2026 was
FORM 10‑Q
TABLE OF CONTENTS
Part I – FINANCIAL INFORMATION
Item 1. Financial Statements
NWPX INFRASTRUCTURE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net sales | $ | $ | $ | $ | ||||||||||||
| Cost of sales | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Selling, general, and administrative expense | ||||||||||||||||
| Operating income | ||||||||||||||||
| Other income (expense) | ( | ) | ( | ) | ( | ) | ||||||||||
| Interest income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income before income taxes | ||||||||||||||||
| Income tax expense | ||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Net income per share: | ||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||
| Shares used in per share calculations: | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
NWPX INFRASTRUCTURE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(In thousands)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Other comprehensive income (loss), net of tax: | ||||||||||||||||
| Pension liability adjustment | ||||||||||||||||
| Unrealized gain (loss) on foreign currency forward contracts designated as cash flow hedges | ( | ) | ( | ) | ||||||||||||
| Unrealized gain (loss) on interest rate swaps designated as cash flow hedges | ( | ) | ( | ) | ||||||||||||
| Other comprehensive income (loss), net of tax | ( | ) | ( | ) | ||||||||||||
| Comprehensive income | $ | $ | $ | $ | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
NWPX INFRASTRUCTURE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollar amounts in thousands, except per share amounts)
| September 30, 2026 | December 31, 2025 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Trade and other receivables, net of allowance of $ and $ | ||||||||
| Contract assets | ||||||||
| Inventories | ||||||||
| Prepaid expenses and other | ||||||||
| Total current assets | ||||||||
| Property and equipment, less accumulated depreciation and amortization of $ and $ | ||||||||
| Operating lease right-of-use assets | ||||||||
| Goodwill | ||||||||
| Intangible assets, net | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current liabilities: | ||||||||
| Current portion of long-term debt | $ | $ | ||||||
| Accounts payable | ||||||||
| Accrued liabilities | ||||||||
| Contract liabilities | ||||||||
| Current portion of operating lease liabilities | ||||||||
| Total current liabilities | ||||||||
| Borrowings on line of credit | ||||||||
| Long-term debt | ||||||||
| Operating lease liabilities | ||||||||
| Deferred income taxes | ||||||||
| Other long-term liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 8) | ||||||||
| Stockholders’ equity: | ||||||||
| Preferred stock, $ par value, shares authorized, issued or outstanding | ||||||||
| Common stock, $ par value, shares authorized, and shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively | ||||||||
| Additional paid-in-capital | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive income (loss) | ( | ) | ||||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
NWPX INFRASTRUCTURE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
(Dollar amounts in thousands)
| Accumulated | ||||||||||||||||||||||||
| Additional | Other | Total | ||||||||||||||||||||||
| Common Stock | Paid-In- | Retained | Comprehensive | Stockholders’ | ||||||||||||||||||||
| Shares | Amount | Capital | Earnings | Income | Equity | |||||||||||||||||||
| Balances, June 30, 2026 | $ | $ | $ | $ | $ | |||||||||||||||||||
| Net income | - | |||||||||||||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||||||||||
| Unrealized loss on foreign currency forward contracts designated as cash flow hedges, net of tax benefit of $ | - | ( | ) | ( | ) | |||||||||||||||||||
| Unrealized gain on interest rate swaps designated as cash flow hedges, net of tax expense of $ | - | |||||||||||||||||||||||
| Repurchase of common stock | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Share-based compensation expense | - | |||||||||||||||||||||||
| Balances, September 30, 2026 | $ | $ | $ | $ | $ | |||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||
| Additional | Other | Total | ||||||||||||||||||||||
| Common Stock | Paid-In- | Retained | Comprehensive | Stockholders’ | ||||||||||||||||||||
| Shares | Amount | Capital | Earnings | Loss | Equity | |||||||||||||||||||
| Balances, June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Net income | - | |||||||||||||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||||||||||
| Pension liability adjustment, net of tax expense of $ | - | |||||||||||||||||||||||
| Unrealized gain on foreign currency forward contracts designated as cash flow hedges, net of tax expense of $ | - | |||||||||||||||||||||||
| Unrealized loss on interest rate swaps designated as cash flow hedges, net of tax benefit of $ | - | ( | ) | ( | ) | |||||||||||||||||||
| Repurchase of common stock | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Share-based compensation expense | - | |||||||||||||||||||||||
| Balances, September 30, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
NWPX INFRASTRUCTURE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY, Continued
(Unaudited)
(Dollar amounts in thousands)
| Accumulated | ||||||||||||||||||||||||
| Additional | Other | Total | ||||||||||||||||||||||
| Common Stock | Paid-In- | Retained | Comprehensive | Stockholders’ | ||||||||||||||||||||
| Shares | Amount | Capital | Earnings | Income (Loss) | Equity | |||||||||||||||||||
| Balances, December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Net income | - | |||||||||||||||||||||||
| Other comprehensive income: | ||||||||||||||||||||||||
| Unrealized gain on foreign currency forward contracts designated as cash flow hedges, net of tax expense of $ | - | |||||||||||||||||||||||
| Unrealized gain on interest rate swaps designated as cash flow hedges, net of tax expense of $ | - | |||||||||||||||||||||||
| Issuance of common stock under stock compensation plans, net of tax withholdings | ( | ) | ( | ) | ||||||||||||||||||||
| Repurchase of common stock | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Share-based compensation expense | - | |||||||||||||||||||||||
| Balances, September 30, 2026 | $ | $ | $ | $ | $ | |||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||
| Additional | Other | Total | ||||||||||||||||||||||
| Common Stock | Paid-In- | Retained | Comprehensive | Stockholders’ | ||||||||||||||||||||
| Shares | Amount | Capital | Earnings | Loss | Equity | |||||||||||||||||||
| Balances, December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Net income | - | |||||||||||||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||||||||||
| Pension liability adjustment, net of tax expense of $ | - | |||||||||||||||||||||||
| Unrealized loss on foreign currency forward contracts designated as cash flow hedges, net of tax benefit of $ | - | ( | ) | ( | ) | |||||||||||||||||||
| Unrealized loss on interest rate swaps designated as cash flow hedges, net of tax benefit of $ | - | ( | ) | ( | ) | |||||||||||||||||||
| Issuance of common stock under stock compensation plans, net of tax withholdings | ( | ) | ( | ) | ||||||||||||||||||||
| Repurchase of common stock | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Share-based compensation expense | - | |||||||||||||||||||||||
| Balances, September 30, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
NWPX INFRASTRUCTURE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
| Nine Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and finance lease amortization | ||||||||
| Amortization of intangible assets | ||||||||
| Share-based compensation expense | ||||||||
| Noncash operating lease expense | ||||||||
| Deferred income taxes | ( | ) | ||||||
| Other, net | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Trade and other receivables | ( | ) | ( | ) | ||||
| Contract assets and liabilities, net | ||||||||
| Inventories | ( | ) | ||||||
| Prepaid expenses and other assets | ||||||||
| Accounts payable | ( | ) | ||||||
| Accrued and other liabilities | ||||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Net cash provided by operating activities | ||||||||
| Cash flows from investing activities: | ||||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Acquisition of business, net of cash acquired | ( | ) | ||||||
| Other investing activities | ||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Borrowings on line of credit | ||||||||
| Repayments on line of credit | ( | ) | ( | ) | ||||
| Payments on other debt | ( | ) | ( | ) | ||||
| Payments on finance lease liabilities | ( | ) | ( | ) | ||||
| Tax withholdings related to net share settlements of equity awards | ( | ) | ( | ) | ||||
| Repurchase of common stock | ( | ) | ( | ) | ||||
| Other financing activities | ( | ) | ( | ) | ||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Change in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| Noncash investing and financing activities: | ||||||||
| Accrued property and equipment purchases | $ | $ | ||||||
| Accrued payment for repurchase of common stock | ||||||||
| Right-of-use assets obtained in exchange for finance lease liabilities | ||||||||
| Right-of-use assets obtained in exchange for operating lease liabilities | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
NWPX INFRASTRUCTURE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| 1. | Organization and Basis of Presentation |
Founded in 1966, NWPX Infrastructure, Inc. (collectively with its subsidiaries, the “Company”) is a leading manufacturer of water-related infrastructure products and operates in
Under the Northwest Pipe Company brand, the Company is the largest manufacturer of engineered water transmission systems in North America and produces steel casing pipe, bar-wrapped concrete cylinder pipe, and pipeline system joints and fittings. The Company also provides solution-based products for a wide range of markets including high-quality reinforced precast concrete products, lined precast sanitary sewer system structures, water distribution and management equipment including pump lift stations, wastewater pretreatment and conveyor systems, and stormwater quality products. Strategically positioned to meet growing water and wastewater infrastructure needs, the Company’s skilled team is committed to quality and innovation while upholding its core values of accountability, commitment, and teamwork. Headquartered in Vancouver, Washington, the Company operates 15 manufacturing facilities across North America.
The Condensed Consolidated Financial Statements are expressed in United States Dollars and include the accounts of the Company and its subsidiaries over which the Company exercises control as of the financial statement date. Intercompany accounts and transactions have been eliminated. Certain amounts from the prior year financial statements have been reclassified in order to conform to the current year presentation. These reclassifications had no effect on the Company’s financial position or cash flows.
The accompanying unaudited interim Condensed Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. The financial information as of December 31, 2025 is derived from the audited Consolidated Financial Statements presented in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2025 (“2025 Form 10‑K”). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission and the accounting standards for interim financial statements. In the opinion of management, the accompanying Condensed Consolidated Financial Statements include all adjustments necessary (which are of a normal and recurring nature) for the fair statement of the results of the interim periods presented. The Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto together with management’s discussion and analysis of financial condition and results of operations contained in the Company’s 2025 Form 10‑K.
Operating results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results that may be expected for the entire fiscal year ending December 31, 2026.
| 2. | Business Combinations |
Serpentix Conveyor, LLC
On September 2, 2026, the Company completed the acquisition of
The following table summarizes the purchase consideration and fair value of the assets acquired and liabilities assumed as of September 2, 2026 (in thousands):
| Assets | ||||
| Cash and cash equivalents | $ | |||
| Trade and other receivables | ||||
| Inventories | ||||
| Prepaid expenses and other | ||||
| Property and equipment | ||||
| Operating lease right-of-use assets | ||||
| Intangible assets | ||||
| Other assets | ||||
| Total assets acquired | ||||
| Liabilities | ||||
| Accounts payable | ||||
| Accrued liabilities | ||||
| Contract liabilities | ||||
| Operating lease liabilities | ||||
| Total liabilities assumed | ||||
| Goodwill | ||||
| Total purchase consideration | $ |
The purchase consideration for this acquisition is preliminarily allocated to the assets acquired and liabilities assumed based upon fair values estimated as of the date of the acquisition. The Company has commenced the process to confirm the existence, condition, and completeness of the assets acquired and liabilities assumed to establish fair value of such assets and liabilities and to determine the amount of goodwill to be recognized as of the date of the acquisition. Goodwill recognized in this acquisition is primarily attributable to management’s industry know-how and expanded product and market opportunities, as well as other factors that are not individually identifiable or separately recognized, and is expected to be deductible for tax purposes. Due to the timing of this acquisition, the Company continues to gather information supporting the acquired assets and assumed liabilities. Accordingly, all amounts recorded are provisional. These provisional amounts are subject to change if new information is obtained concerning facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. The final determination of the fair value of certain assets and liabilities will be completed within a measurement period of up to one year from the date of acquisition. The final values may also result in changes to goodwill and depreciation and amortization expense related to certain assets such as property and equipment and acquired intangible assets.
The following table summarizes the components of the intangible assets acquired and their estimated useful lives:
| Estimated Useful Life | Fair Value | |||||||
| (In years) | (In thousands) | |||||||
| Customer relationships | $ | |||||||
| Trade names and trademarks | ||||||||
| Total intangible assets | $ | |||||||
The Company incurred transaction costs associated with this acquisition of $
Serpentix operations contributed net sales of $
Boughton’s Precast, Inc.
On February 23, 2026, the Company completed the acquisition of
The following table summarizes the purchase consideration and fair value of the assets acquired and liabilities assumed as of February 23, 2026 (in thousands):
| Assets | ||||
| Cash and cash equivalents | $ | |||
| Trade and other receivables | ||||
| Inventories | ||||
| Property and equipment | ||||
| Intangible assets | ||||
| Total assets acquired | ||||
| Liabilities | ||||
| Accounts payable | ||||
| Accrued liabilities | ||||
| Total liabilities assumed | ||||
| Total purchase consideration | $ |
The purchase consideration for this acquisition was allocated to the assets acquired and liabilities assumed based upon fair values estimated as of the date of the acquisition. The fair value measurements primarily related to intangible assets, deferred income taxes, and accrued liabilities are preliminary and subject to change as additional information is obtained. The final determination of the fair value of assets and liabilities will be completed within the measurement period of up to one year from the date of acquisition.
The following table summarizes the components of the intangible assets acquired and their estimated useful lives:
| Estimated Useful Life | Fair Value | |||||||
| (In years) | (In thousands) | |||||||
| Customer relationships | $ | |||||||
The Company incurred transaction costs associated with this acquisition of approximately $
Boughton operations contributed net sales of $
| 3. | Inventories |
Inventories consist of the following (in thousands):
| September 30, 2026 | December 31, 2025 | |||||||
| Raw materials | $ | $ | ||||||
| Work-in-process | ||||||||
| Finished goods | ||||||||
| Supplies | ||||||||
| Total inventories | $ | $ | ||||||
| 4. | Goodwill and Intangible Assets |
Goodwill
Goodwill represents the excess of the purchase price over the fair values of the assets acquired and liabilities assumed in conjunction with an acquisition. The Company has recorded goodwill in connection with its business acquisitions within the Precast segment. The changes in the carrying amount of goodwill for the nine months ended September 30, 2026 were as follows (in thousands):
| Goodwill, December 31, 2025 | $ | |||
| Acquisition of Serpentix (Note 2) | ||||
| Goodwill, September 30, 2026 | $ |
Goodwill is reviewed for impairment annually as of November 30, or whenever events occur or circumstances change that indicate goodwill may be impaired. In testing goodwill for impairment, the Company has the option to perform a qualitative assessment to determine whether the existence of events or circumstances indicate that it is more-likely-than-not (more than 50%) that the fair value of a reporting unit is less than its carrying amount. When performing a qualitative assessment, the Company evaluates factors such as industry and market conditions, cost factors, overall financial performance, and other relevant entity specific events and changes. If the qualitative assessment indicates that it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount, or if the Company chooses not to perform the qualitative assessment, then a quantitative assessment is performed to determine the reporting unit’s fair value. If the reporting unit’s carrying value exceeds its fair value, then an impairment loss is recognized for the amount of the excess of the carrying amount over the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to the reporting unit.
Intangible Assets
Intangible assets consist of the following (in thousands):
| Gross Carrying | Accumulated | Intangible | ||||||||||
| Amount | Amortization | Assets, Net | ||||||||||
| As of September 30, 2026 | ||||||||||||
| Customer relationships | $ | $ | ( | ) | $ | |||||||
| Trade names and trademarks | ( | ) | ||||||||||
| Patents | ( | ) | ||||||||||
| Total | $ | $ | ( | ) | $ | |||||||
| As of December 31, 2025 | ||||||||||||
| Customer relationships | $ | $ | ( | ) | $ | |||||||
| Trade names and trademarks | ( | ) | ||||||||||
| Patents | ( | ) | ||||||||||
| Total | $ | $ | ( | ) | $ | |||||||
During the nine months ended September 30, 2026, intangible assets increased due to the acquisitions of Boughton and Serpentix. See Note 2, “Business Combinations” for additional information related to these transactions.
Intangible assets are amortized using the straight-line method over estimated useful lives ranging from to
| Year ending December 31, | ||||
| Remainder of 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total amortization expense | $ |
| 5. | Fair Value Measurements |
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability, in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants at the measurement date.
The authoritative guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. These levels are: Level 1 (inputs are quoted prices in active markets for identical assets or liabilities); Level 2 (inputs are other than quoted prices that are observable, either directly or indirectly through corroboration with observable market data); and Level 3 (inputs are unobservable, with little or no market data that exists, such as internal financial forecasts). The Company is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
The following table summarizes information regarding the Company’s financial assets and liabilities that are measured at fair value on a recurring basis (in thousands):
| Total | Level 1 | Level 2 | Level 3 | |||||||||||||
| As of September 30, 2026 | ||||||||||||||||
| Financial assets: | ||||||||||||||||
| Deferred compensation plan | $ | $ | $ | $ | ||||||||||||
| Foreign currency forward contracts | ||||||||||||||||
| Interest rate swaps | ||||||||||||||||
| Total financial assets | $ | $ | $ | $ | ||||||||||||
| Financial liabilities: | ||||||||||||||||
| Foreign currency forward contracts | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| As of December 31, 2025 | ||||||||||||||||
| Financial assets: | ||||||||||||||||
| Deferred compensation plan | $ | $ | $ | $ | ||||||||||||
| Interest rate swaps | ||||||||||||||||
| Total financial assets | $ | $ | $ | $ | ||||||||||||
| Financial liabilities: | ||||||||||||||||
| Foreign currency forward contracts | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
The deferred compensation plan assets consist of cash and several publicly traded stock and bond mutual funds, valued using quoted market prices in active markets, classified as Level 1 within the fair value hierarchy, as well as guaranteed investment contracts, valued at principal plus interest credited at contract rates, classified as Level 2 within the fair value hierarchy. Deferred compensation plan assets are included within Other assets in the Condensed Consolidated Balance Sheets.
The foreign currency forward contracts and interest rate swaps are derivatives valued using various pricing models or discounted cash flow analyses that incorporate observable market parameters, such as interest rate yield curves and currency rates, and are classified as Level 2 within the fair value hierarchy. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit risk adjustments associated with derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the counterparty or the Company. However, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. The foreign currency forward contracts and interest rate swaps are presented at their gross fair values. The current portion of foreign currency forward contract and interest rate swap assets are included within Prepaid expenses and other and foreign currency forward contract liabilities are included within Accrued liabilities in the Condensed Consolidated Balance Sheets. The noncurrent portion of interest rate swap assets are included within Other assets in the Condensed Consolidated Balance Sheets.
The net carrying amounts of cash and cash equivalents, trade and other receivables, accounts payable, and accrued liabilities approximate fair value due to the short-term nature of these instruments. The net carrying amount of the borrowings on the line of credit approximates fair value due to its variable interest rate based on current market rates. The Company is obligated to repay the carrying value of its long-term debt. The fair value of the Company’s long-term debt is calculated using interest rates for its existing debt arrangements which are classified as Level 2 inputs within the fair value hierarchy. As of September 30, 2026, the fair value of the Company’s long-term debt approximates the carrying value due to its variable interest rate based on current market rates.
| 6. | Stockholders’ Equity |
Share Repurchase Program
On October 10, 2023, the Board of Directors of the Company authorized a share repurchase program of up to $
During the three and nine months ended September 30, 2026, the Company repurchased approximately
| 7. | Share-based Compensation |
The Company has
The Company recognizes the compensation cost of employee and director services received in exchange for awards of equity instruments based on the grant date estimated fair value of the awards. The Company estimates the fair value of RSUs and PSAs using the value of the Company’s stock on the date of grant. Share-based compensation cost is recognized over the period during which the employee or director is required to provide service in exchange for the award and, as forfeitures occur, the associated compensation cost recognized to date is reversed. For awards with performance-based payout conditions, the Company recognizes compensation cost based on the probability of achieving the performance conditions, with changes in expectations recognized as an adjustment to earnings in the period of change. Any recognized compensation cost is reversed if the conditions are ultimately not met.
The following table summarizes share-based compensation expense recorded (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Cost of sales | $ | $ | $ | $ | ||||||||||||
| Selling, general, and administrative expense | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
Restricted Stock Units and Performance Share Awards
The Company’s stock incentive plan provides for equity instruments, such as RSUs and PSAs, which grant the right to receive a specified number of shares at specified times. RSUs and PSAs are service-based awards that vest according to the terms of the grant. PSAs have performance-based payout conditions.
The following table summarizes the Company’s RSU and PSA activity:
| Number of RSUs and PSAs (1) | Weighted-Average Grant Date Fair Value | |||||||
| Unvested RSUs and PSAs as of December 31, 2025 | $ | |||||||
| RSUs and PSAs granted | ||||||||
| Unvested RSUs and PSAs canceled | ( | ) | ||||||
| RSUs and PSAs vested (2) | ( | ) | ||||||
| Unvested RSUs and PSAs as of September 30, 2026 | ||||||||
| (1) | The number of PSAs disclosed in this table are at the target level of |
| (2) | For the PSAs vested on March 31, 2026, the actual number of common shares that were issued was determined by multiplying the PSAs at the target level of as disclosed in this table, by a payout percentage based on the performance-based conditions achieved. The payout percentage was |
The unvested balance of RSUs and PSAs as of September 30, 2026 includes approximately
Based on the estimated level of achievement of the performance targets associated with the PSAs as of September 30, 2026, unrecognized compensation expense related to the unvested portion of the Company’s RSUs and PSAs was $
Stock Awards
For the nine months ended September 30, 2026 and 2025, stock awards of
| 8. | Commitments and Contingencies |
Portland Harbor Superfund Site
In 2000, a section of the lower Willamette River known as the Portland Harbor Superfund Site was included on the National Priorities List by the United States Environmental Protection Agency (“EPA”). While the Company’s Portland, Oregon manufacturing facility does not border the Willamette River, an outfall from the facility’s stormwater system drains into a neighboring property’s privately owned stormwater system and slip. Also in 2000, the Company was notified by the EPA and the Oregon Department of Environmental Quality (“ODEQ”) of potential liability under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”). A remedial investigation and feasibility study of the Portland Harbor Superfund Site was directed by a group of
The Company and the ODEQ have agreed to a monitored natural attenuation work plan designed to provide ongoing monitoring of shallow groundwater objectives established for the Company’s site. Regular testing has confirmed that natural attenuation is an effective form of controlling the release of contaminants into the Willamette River. Any future liabilities or other obligations associated with source control would be derived from observed failure to meet groundwater objectives, which the Company considers unlikely based on the Company’s pattern of successful testing results.
Concurrent with the activities of the EPA and the ODEQ, the Portland Harbor Natural Resources Trustee Council (“Trustees”) sent some or all of the same parties, including the Company, a notice of intent to perform a Natural Resource Damage Assessment (“NRDA”) for the Portland Harbor Superfund Site to determine the nature and extent of natural resource damages under CERCLA Section 107. The Trustees for the Portland Harbor Superfund Site consist of representatives from several Northwest Indian Tribes, three federal agencies, and one state agency. The Trustees act independently of the EPA and the ODEQ. The Trustees have encouraged PRPs to voluntarily participate in the funding of their injury assessments and several of those parties have agreed to do so. In 2014, the Company agreed to participate in the injury assessment process, which included funding $
In 2017, the Confederated Tribes and Bands of the Yakama Nation, a Trustee until they withdrew from the council in 2009, filed a complaint against the PRPs including the Company to recover costs related to their own injury assessment and compensation for natural resources damages. The case has been stayed, and the Company does not have sufficient information at this time to determine the likelihood of a loss in this matter or the amount of damages that could be allocated to the Company.
The Company has insurance policies for defense costs, as well as indemnification policies it believes will provide reimbursement for the remediation assessed. However, the Company can provide no assurance that those policies will cover all of the costs which the Company may incur.
All Sites
The Company operates its facilities under numerous governmental permits and licenses relating to air emissions, stormwater runoff, and other environmental matters. The Company’s operations are also governed by many other laws and regulations, including those relating to workplace safety and worker health, principally the Occupational Safety and Health Act and regulations thereunder which, among other requirements, establish noise and dust standards. The Company believes it is in material compliance with its permits and licenses and these laws and regulations, and the Company does not believe that future compliance with such laws and regulations will have a material adverse effect on its financial position, results of operations, or cash flows.
Other Contingencies and Legal Proceedings
From time to time, the Company is party to a variety of legal actions, including claims, suits, complaints, and investigations arising out of the ordinary course of its business. The Company maintains insurance coverage against potential claims in amounts that are believed to be adequate. To the extent that insurance does not cover legal, defense, and indemnification costs associated with a loss contingency, the Company records accruals when such losses are considered probable and reasonably estimable. The Company believes that it is not presently a party to legal actions, the outcomes of which would have a material adverse effect on its business, financial condition, results of operations, or cash flows.
Guarantees
The Company has entered into certain letters of credit that total $
| 9. | Revenue |
The Company manufactures water infrastructure steel pipe products, which are generally made to custom specifications for installation contractors serving projects funded by public water agencies, as well as precast and reinforced concrete products, including stormwater and wastewater products. Generally, each of the Company’s contracts with its customers contains a single performance obligation, as the promise to transfer products is not separately identifiable from other promises in the contract and, therefore, is not distinct.
WTS revenue for water infrastructure steel pipe products and Precast revenue for engineered conveyor systems are recognized over time as the manufacturing process progresses because of the Company’s right to payment for work performed to date plus a reasonable profit on cancellations for unique products that have no alternative use to the Company. Revenue is measured by the costs incurred to date relative to the estimated total costs to fulfill each contract. Contract costs include all material, labor, and other costs incurred in satisfying the performance obligations. The cost of steel material is recognized as a contract cost when the steel is introduced into the manufacturing process. Changes in job performance, job conditions, and estimated profitability, including those arising from contract change orders, contract penalty provisions, foreign currency exchange rate movements, changes in raw materials costs, and final contract settlements may result in revisions to estimates of revenue, costs, and income, and are recognized in the period in which the revisions are determined. Provisions for losses on uncompleted contracts, included in Accrued liabilities, are estimated by comparing total estimated contract revenue to the total estimated contract costs and a loss is recognized during the period in which it becomes probable and can be reasonably estimated.
The Company recognized revenue from performance obligations satisfied (or partially satisfied) in previous periods as a result of changes in the transaction price or revisions to contract estimates of ($
Precast revenue for water infrastructure concrete pipe and precast concrete products is recognized at the time control is transferred to customers which is generally at the time of shipment, in an amount that reflects the consideration the Company expects to be entitled to in exchange for the products. All variable considerations that may affect the total transaction price, including contractual discounts, returns, and credits, are included in net sales. Estimates for variable consideration are based on historical experience, anticipated performance, and management’s judgment.
The Company generally does not recognize revenue on a contract until the contract has approval and commitment from both parties, the contract rights and payment terms can be identified, the contract has commercial substance, and its collectability is probable. The Company’s contracts do not contain significant financing.
Disaggregation of Revenue
The following table disaggregates revenue by recognition over time or at a point in time, as the Company believes it best depicts how the nature, amount, timing, and uncertainty of its revenue and cash flows are affected by economic factors (in thousands):
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | |||||||||||||||||||||||
| WTS | Precast | Total | WTS | Precast | Total | |||||||||||||||||||
| Over time | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Point in time | ||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | |||||||||||||||||||||||
| WTS | Precast | Total | WTS | Precast | Total | |||||||||||||||||||
| Over time | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Point in time | ||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
Accounts Receivable, Contract Assets, and Contract Liabilities
Timing of revenue recognition, billings, and cash collections may result in the recognition of trade accounts receivable, contract assets (unbilled receivables), and contract liabilities (customer advances and deposits) on the consolidated balance sheets. The Company reports trade accounts receivable and contract assets net of an allowance for credit losses.
Trade accounts receivables represent an unconditional right to consideration. Contract assets primarily represent revenue earned over time but not yet billable based on the terms of the contracts. These amounts will be billed based on the terms of the contracts, which can include certain milestones, partial shipments, or completion of the contracts. Payment terms of amounts billed vary based on the customer but are typically due within 30 days of invoicing. Contract liabilities represent advance billings on contracts, typically for purchased steel.
The difference between the opening and closing balances of the Company’s contract assets and contract liabilities primarily results from the timing difference between the Company’s performance and billings. The changes in the contract assets and contract liabilities balances during the nine months ended September 30, 2026 and 2025 were not materially affected by any other factors.
The Company recognized revenue that was included in the contract liabilities balance at the beginning of each period of $
Backlog
Backlog represents the balance of remaining performance obligations under signed contracts for WTS water infrastructure steel pipe products and Precast engineered conveyor systems for which revenue is recognized over time. As of September 30, 2026, WTS backlog was $
| 10. | Income Taxes |
The Company files income tax returns in the United States Federal jurisdiction, in a limited number of foreign jurisdictions, and in many state jurisdictions. With few exceptions, the Company is no longer subject to United States Federal, state, or foreign income tax examinations for years before 2022.
The Company recorded income tax expense at an estimated effective income tax rate of
| 11. | Net Income per Share |
Basic net income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share is computed by giving effect to all dilutive potential shares of common stock, including RSUs and PSAs, assumed to be outstanding during the period using the treasury stock method. Performance-based PSAs are considered dilutive when the related performance conditions have been met assuming the end of the reporting period represents the end of the performance period. In periods with a net loss, all potential shares of common stock are excluded from the computation of diluted net loss per share as the impact would be antidilutive.
Net income per basic and diluted weighted-average common share outstanding was calculated as follows (in thousands, except per share):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Basic weighted-average common shares outstanding | ||||||||||||||||
| Effect of potentially dilutive common shares | ||||||||||||||||
| Diluted weighted-average common shares outstanding | ||||||||||||||||
| Net income per common share: | ||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||
| 12. | Segment Information |
The operating segments reported below are based on the nature of the products sold and the manufacturing process used by the Company and are the segments of the Company for which discrete financial information is available and for which operating results are regularly evaluated by the Company’s CODM, its Chief Executive Officer.
The Company’s Water Transmission Systems segment manufactures large-diameter, high-pressure steel pipeline systems for use in water infrastructure applications, which are primarily related to drinking water systems. These products are also used for hydroelectric power systems, wastewater systems, seismic resiliency, and other applications. In addition, WTS makes products for industrial plant piping systems and certain structural applications. WTS has manufacturing facilities located in Portland, Oregon; Adelanto and Tracy, California; Parkersburg, West Virginia; Saginaw, Texas; St. Louis, Missouri; and San Luis Río Colorado, Mexico.
The Company’s Precast Infrastructure and Engineered Systems segment manufactures high-quality reinforced precast concrete products, including reinforced concrete pipe, manholes, box culverts, vaults, and catch basins, stormwater and wastewater products, pump lift stations, oil water separators, biofiltration units, and other environmental and engineered solutions. Precast has manufacturing facilities located in Pueblo and Westminster, Colorado; Dallas, Houston, and San Antonio, Texas; and Orem, Salt Lake City, and St. George, Utah.
The CODM uses gross profit to assess performance of each segment by comparing actual gross profit results to historical results and previously forecasted financial information, and to determine allocation of operating and capital resources. The Company does not allocate selling, general, and administrative expenses, interest, other non-operating income or expense items, or taxes to segments, and there are no intersegment revenues. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies.
The following table summarizes net sales, cost of sales, and gross profit based on the Company’s reportable segments (in thousands):
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net sales: | ||||||||||||||||
| Water Transmission Systems | $ | $ | $ | $ | ||||||||||||
| Precast Infrastructure and Engineered Systems | ||||||||||||||||
| Total net sales | $ | $ | $ | $ | ||||||||||||
| Cost of sales: | ||||||||||||||||
| Water Transmission Systems (1) | $ | $ | $ | $ | ||||||||||||
| Precast Infrastructure and Engineered Systems (2) | ||||||||||||||||
| Total cost of sales | $ | $ | $ | $ | ||||||||||||
| Gross profit: | ||||||||||||||||
| Water Transmission Systems | $ | $ | $ | $ | ||||||||||||
| Precast Infrastructure and Engineered Systems | ||||||||||||||||
| Total gross profit | $ | $ | $ | $ | ||||||||||||
| (1) | Depreciation and amortization included in Cost of sales for the WTS segment was $ |
| (2) | Depreciation and amortization included in Cost of sales for the Precast segment was $ |
The Company’s total assets are not presented for each reportable segment as they are not reviewed by, nor otherwise regularly provided to, the CODM.
| 13. | Recent Accounting and Reporting Developments |
There have been no developments to recently issued accounting standards, including the expected dates of adoption and estimated effects on the Company’s Condensed Consolidated Financial Statements and disclosures in Notes to Condensed Consolidated Financial Statements, from those disclosed in the Company’s 2025 Form 10‑K, except for the following.
Accounting Changes
In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2025‑05, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU 2025‑05”) which provides a practical expedient permitting all entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset when developing reasonable and supportable forecasts as part of estimating expected credit losses. The Company adopted ASU 2025-05 on a prospective basis on January 1, 2026 and the impact was not material to the Company’s financial position, results of operations, or cash flows.
In December 2025, the FASB issued ASU No. 2025‑11, “Interim Reporting (Topic 270): Narrow-Scope Improvements” (“ASU 2025‑11”) which improves the navigability of the required interim disclosures and clarifies when that guidance is applicable. Under ASU 2025‑11, an entity is subject to Topic 270 if it provides interim financial statements and notes in accordance with U.S. GAAP. ASU 2025‑11 also addresses the form and content of such financial statements, adds lists to Topic 270 of the interim disclosures required by all other Codification topics, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. The Company adopted ASU 2025‑11 on a prospective basis on January 1, 2026 and the impact was not material to the Company’s financial position, results of operations, or cash flows.
Recent Accounting Standards
In November 2024, the FASB issued ASU No. 2024‑03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220‑40): Disaggregation of Income Statement Expenses” (“ASU 2024‑03”) which requires public business entities to disclose additional information about specific expense categories in the notes to financial statements. ASU 2024‑03 is required to be applied prospectively and will be effective for the Company’s 2027 annual reporting and for interim periods beginning in 2028. Early adoption and retrospective application are permitted. The Company does not expect that the adoption of this guidance will have a material impact on the consolidated financial statements, other than additional disclosures in the notes to the consolidated financial statements.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections of this Quarterly Report on Form 10‑Q for the quarter ended September 30, 2026 (“2026 Q3 Form 10‑Q”) contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), that are based on current expectations, estimates, and projections about our business, management’s beliefs, and assumptions made by management. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “forecasts,” “should,” “could,” and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements as a result of a variety of important factors. While it is impossible to identify all such factors, those that could cause actual results to differ materially from those estimated by us include:
| • |
changes in demand and market prices for our products; |
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product mix; |
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bidding activity and order modifications or cancelations; |
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timing of customer orders and deliveries; |
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predictability of production and delivery schedules; |
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price and availability of raw materials and other costs central to producing and shipping our products; |
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excess or shortage of production capacity; |
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| • | product quality failures that result in decreased sales and operating margin, product returns, product liability, warranty, or other claims; | |
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international trade policy and regulations; |
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| • |
changes in trade policy (in particular Canada and Mexico) and duties imposed on imports and exports and the related impacts on us; |
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economic uncertainty and associated trends in macroeconomic conditions, including potential recession, inflation, and the state of the housing and commercial construction markets; |
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| • |
interest rate risk and changes in market interest rates, including the impact on our customers and related demand for our products; |
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our ability to identify and complete organic and inorganic initiatives to grow our business; |
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our ability to effectively integrate recent and other future acquisitions into our business and operations that produce accretive financial results; |
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effects of security breaches, computer viruses, and cybersecurity incidents; |
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| • | increased use of artificial intelligence by us and our competitors, as well as related legal and regulatory requirements; | |
| • | timing and amount of share repurchases; | |
| • |
impacts of U.S. tax reform legislation on our results of operations, and the impact on our customers and related demand for our products; |
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| • | delays or reductions in state or local government spending due to revisions to federal appropriations brought on by policy changes, staffing levels or the inability to pass budget reconciliation legislation; | |
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adequacy of our insurance coverage; |
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logistics and supply chain disruptions; |
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our ability to attract and retain talented employees; |
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impact of geopolitical trends, changes, and events, including various military conflicts or tensions and the regional and global ramifications of these conditions; |
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operating problems at our manufacturing operations including fires, explosions, inclement weather, and floods and other natural disasters; |
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| • | effectiveness of future implementations or conversions of enterprise resource planning or other key systems; | |
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material weaknesses in our internal control over financial reporting and our ability to remediate such weaknesses; |
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impacts of pandemics, epidemics, or other public health emergencies; and |
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other risks discussed in Part I — Item 1A. “Risk Factors” of our Annual Report on Form 10‑K for the year ended December 31, 2025 (“2025 Form 10‑K”) and from time to time in our other Securities and Exchange Commission (the “SEC”) filings and reports. |
Such forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this 2026 Q3 Form 10‑Q. If we do update or correct one or more forward-looking statements, investors and others should not conclude that we will make additional updates or corrections with respect thereto or with respect to other forward-looking statements.
Overview
Founded in 1966, NWPX Infrastructure, Inc. 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”). For detailed descriptions of these segments, see Note 12, “Segment Information” of the Notes to Condensed Consolidated Financial Statements in Part I – Item 1. “Financial Statements” of this 2026 Q3 Form 10‑Q.
Under the 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 conveyor systems, and stormwater quality products. 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 15 manufacturing facilities across North America.
On September 2, 2026, we completed the acquisition of 100% of the equity interests of Serpentix Conveyor, LLC (“Serpentix”), a Westminster, Colorado-based manufacturer of engineered conveyor systems used primarily in municipal wastewater treatment plants and industrial manufacturing facilities, for a purchase price of approximately $51.5 million, subject to a post-closing adjustment based on changes in net working capital. Serpentix is included in the Precast segment for all periods following the acquisition date. This acquisition complements our existing dewatering, separation, and mixing capabilities, broadens the solutions we can provide to municipal and industrial customers, and advances our strategy to expand our presence across essential water and wastewater infrastructure markets.
On February 23, 2026, we completed the acquisition of 100% of the shares of Boughton’s Precast, Inc. (“Boughton”), a single precast facility located in Pueblo, Colorado, for a purchase price of approximately $9.0 million. Boughton is included in the Precast segment for all periods following the acquisition date. This acquisition expands our geographic footprint for our stormwater infrastructure and sanitary sewer products including manholes, catch basins, vaults, and reinforced concrete pipe.
Our water infrastructure products are sold generally to installation contractors, who include our products in their bids to federal, state, and municipal agencies, privately-owned water companies, or developers for specific projects. We believe our sales are substantially driven by spending on urban growth and new water infrastructure with a recent trend towards spending on water infrastructure replacement, repair, and upgrade. Within the total range of products, our steel pipe best addresses the larger-diameter, higher-pressure pipeline applications, while our precast concrete products mainly serve stormwater and sanitary sewer systems.
Our Current Economic Environment
Demand for our Precast products is generally influenced by general economic conditions such as housing starts, population growth, interest rates, and rates of inflation. According to the United States Census Bureau, privately-owned housing starts were at a seasonally adjusted annual rate of 1.2 million in September 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.
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 $264 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 Bluefield Research IIJA Funding Tracker, as of July 27, 2026 approximately $18 billion of project level awards have been made under the IIJA, 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.
Purchased steel represented approximately 31% of our WTS projects’ cost of sales in the first nine 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 $1,145 per ton in the first nine months of 2026, compared to annual averages of $967 in 2025 and $914 in 2024.
Economic uncertainty, including the impacts of conflicts in the Middle East and Europe and, specifically the effects on the global energy markets and the price of fuel and freight costs, U.S. global economic policy, resulting inflationary pressures, the potential risks of a recession, and disruptions in the financial markets could have an adverse effect on our business. We also believe the uncertainty surrounding foreign trade policies 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.
The following tables set forth, for the periods indicated, certain financial information regarding costs and expenses expressed in dollars (in thousands) and as a percentage of total net sales.
| Three Months Ended |
Three Months Ended |
|||||||||||||||
| September 30, 2026 |
September 30, 2025 |
|||||||||||||||
| $ |
% of Net Sales |
$ |
% of Net Sales |
|||||||||||||
| Net sales: |
||||||||||||||||
| Water Transmission Systems |
$ | 131,899 | 73.5 | % | $ | 103,866 | 68.8 | % | ||||||||
| Precast Infrastructure and Engineered Systems |
47,493 | 26.5 | 47,201 | 31.2 | ||||||||||||
| Total net sales |
179,392 | 100.0 | 151,067 | 100.0 | ||||||||||||
| Cost of sales: |
||||||||||||||||
| Water Transmission Systems |
104,608 | 58.3 | 81,750 | 54.1 | ||||||||||||
| Precast Infrastructure and Engineered Systems |
36,596 | 20.4 | 37,167 | 24.6 | ||||||||||||
| Total cost of sales |
141,204 | 78.7 | 118,917 | 78.7 | ||||||||||||
| Gross profit: |
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| Water Transmission Systems |
27,291 | 15.2 | 22,116 | 14.7 | ||||||||||||
| Precast Infrastructure and Engineered Systems |
10,897 | 6.1 | 10,034 | 6.6 | ||||||||||||
| Total gross profit |
38,188 | 21.3 | 32,150 | 21.3 | ||||||||||||
| Selling, general, and administrative expense |
13,875 | 7.7 | 13,113 | 8.7 | ||||||||||||
| Operating income |
24,313 | 13.6 | 19,037 | 12.6 | ||||||||||||
| Other loss |
(48 | ) | - | (28 | ) | - | ||||||||||
| Interest income |
77 | - | 25 | - | ||||||||||||
| Interest expense |
(372 | ) | (0.2 | ) | (788 | ) | (0.5 | ) | ||||||||
| Income before income taxes |
23,970 | 13.4 | 18,246 | 12.1 | ||||||||||||
| Income tax expense |
5,739 | 3.2 | 4,741 | 3.2 | ||||||||||||
| Net income |
$ | 18,231 | 10.2 | % | $ | 13,505 | 8.9 | % | ||||||||
| Nine Months Ended |
Nine Months Ended |
|||||||||||||||
| September 30, 2026 |
September 30, 2025 |
|||||||||||||||
| $ |
% of Net Sales |
$ |
% of Net Sales |
|||||||||||||
| Net sales: |
||||||||||||||||
| Water Transmission Systems |
$ | 338,551 | 71.0 | % | $ | 266,900 | 66.7 | % | ||||||||
| Precast Infrastructure and Engineered Systems |
138,571 | 29.0 | 133,464 | 33.3 | ||||||||||||
| Total net sales |
477,122 | 100.0 | 400,364 | 100.0 | ||||||||||||
| Cost of sales: |
||||||||||||||||
| Water Transmission Systems |
269,713 | 56.5 | 217,555 | 54.3 | ||||||||||||
| Precast Infrastructure and Engineered Systems |
108,197 | 22.7 | 105,929 | 26.5 | ||||||||||||
| Total cost of sales |
377,910 | 79.2 | 323,484 | 80.8 | ||||||||||||
| Gross profit: |
||||||||||||||||
| Water Transmission Systems |
68,838 | 14.5 | 49,345 | 12.4 | ||||||||||||
| Precast Infrastructure and Engineered Systems |
30,374 | 6.3 | 27,535 | 6.8 | ||||||||||||
| Total gross profit |
99,212 | 20.8 | 76,880 | 19.2 | ||||||||||||
| Selling, general, and administrative expense |
41,091 | 8.6 | 39,038 | 9.7 | ||||||||||||
| Operating income |
58,121 | 12.2 | 37,842 | 9.5 | ||||||||||||
| Other income (loss) |
665 | 0.1 | (35 | ) | - | |||||||||||
| Interest income |
241 | 0.1 | 60 | - | ||||||||||||
| Interest expense |
(1,040 | ) | (0.2 | ) | (2,186 | ) | (0.6 | ) | ||||||||
| Income before income taxes |
57,987 | 12.2 | 35,681 | 8.9 | ||||||||||||
| Income tax expense |
13,388 | 2.9 | 9,149 | 2.3 | ||||||||||||
| Net income |
$ | 44,599 | 9.3 | % | $ | 26,532 | 6.6 | % | ||||||||
Net sales. Net sales increased 18.7% to $179.4 million in the third quarter of 2026 compared to $151.1 million in the third quarter of 2025 and increased 19.2% to $477.1 million in the first nine months of 2026 compared to $400.4 million in the first nine months of 2025.
Gross profit. Gross profit increased 18.8% to $38.2 million (21.3% of net sales) in the third quarter of 2026 compared to $32.2 million (21.3% of net sales) in the third quarter of 2025 and increased 29.0% to $99.2 million (20.8% of net sales) in the first nine months of 2026 compared to $76.9 million (19.2% of net sales) in the first nine months of 2025.
WTS gross profit increased 23.4% to $27.3 million (20.7% of WTS net sales) in the third quarter of 2026 compared to $22.1 million (21.3% of WTS net sales) in the third quarter of 2025 due to increased volume and selling prices, which have increased in line with input costs. WTS gross profit increased 39.5% to $68.8 million (20.3% of WTS net sales) in the first nine months of 2026 compared to $49.3 million (18.5% of WTS net sales) in the first nine months of 2025 due to increased volume, including related operational efficiency gains, and favorable changes in product mix.
Precast gross profit increased 8.6% to $10.9 million (22.9% of Precast net sales) in the third quarter of 2026 compared to $10.0 million (21.3% of Precast net sales) in the third quarter of 2025 primarily due to changes in product mix. Precast gross profit increased 10.3% to $30.4 million (21.9% of Precast net sales) in the first nine months of 2026 compared to $27.5 million (20.6% of Precast net sales) in the first nine months of 2025 primarily due to changes in product mix.
Selling, general, and administrative expense. Selling, general, and administrative expense increased 5.8% to $13.9 million (7.7% of net sales) in the third quarter of 2026 compared to $13.1 million (8.7% of net sales) in the third quarter of 2025 primarily due to $0.6 million of higher professional fees and outside services. Selling, general, and administrative expense increased 5.3% to $41.1 million (8.6% of net sales) in the first nine months of 2026 compared to $39.0 million (9.7% of net sales) in the first nine months of 2025 primarily due to $0.7 million in higher incentive compensation expense, $0.7 million in higher professional fees and outside services, $0.3 million in higher amortization expense, and $0.3 million in higher other administrative expenses.
Income taxes. Income tax expense was $5.7 million in the third quarter of 2026 (an effective income tax rate of 23.9%) compared to $4.7 million in the third quarter of 2025 (an effective income tax rate of 26.0%) and was $13.4 million in the first nine months of 2026 (an effective income tax rate of 23.1%) compared to $9.1 million in the first nine months of 2025 (an effective income tax rate of 25.6%). The estimated effective income tax rate for the third quarter of 2026 was primarily impacted by non-deductible permanent differences, partially offset by return-to-provision adjustments. The estimated effective income tax rate for the third quarter of 2025 was primarily impacted by non-deductible permanent differences. The estimated effective income tax rates for the first nine months of 2026 and 2025 were primarily impacted by non-deductible permanent differences, partially offset by the tax windfalls recognized upon the vesting of equity awards. The estimated effective income tax rate can change significantly depending on the relationship of permanent income tax differences to estimated pre-tax income or loss. Accordingly, the comparison of estimated effective income tax rates between periods is not meaningful in all situations.
Liquidity and Capital Resources
Sources and Uses of Cash
Our principal sources of liquidity generally include operating cash flows and our credit agreement. From time to time our long-term capital needs may be met through the issuance of additional debt or equity. Our principal uses of liquidity generally include capital expenditures, working capital, organic growth initiatives, acquisitions, share repurchases, and debt service. Information regarding our cash flows for the nine months ended September 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 Q3 Form 10‑Q and are further discussed below.
As of September 30, 2026, our working capital (current assets minus current liabilities) was $193.4 million compared to $184.9 million as of December 31, 2025. Cash and cash equivalents totaled $6.1 million and $2.3 million as of September 30, 2026 and December 31, 2025, respectively.
Fluctuations in WTS working capital accounts result from timing differences between production, shipment, invoicing, and collection, as well as changes in levels of production and costs of materials. We typically have a relatively large investment in working capital, as we generally pay for materials, labor, and other production costs in the initial stages of a project, while payments from our customers are generally received after finished product is delivered. A portion of our revenues are recognized over time as the manufacturing process progresses; therefore, cash receipts typically occur subsequent to when revenue is recognized and the elapsed time between when revenue is recorded and when cash is received can be significant. As such, our payment cycle is a significantly shorter interval than our collection cycle, although the effect of this difference in the cycles may vary by project, and from period to period. In recent periods, we have made efforts to collect payments from our customers earlier in the production cycle resulting in shorter cash conversion cycles and improved operating cash flow generation.
As of September 30, 2026, we had $18.5 million of outstanding revolving loan borrowings, $9.2 million of outstanding long-term debt, $91.9 million of operating lease liabilities, and $6.8 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.
Net Cash Provided by Operating Activities
Net cash provided by operating activities was $70.7 million in the first nine months of 2026 compared to $31.3 million in the first nine months of 2025. Net income, adjusted for noncash items, provided $71.1 million of operating cash flow in the first nine months of 2026 compared to $51.3 million of operating cash flow in the first nine months of 2025. Net cash required to fund working capital was $0.4 million in the first nine months of 2026 compared to $20.0 million in the first nine months of 2025.
Net Cash Used in Investing Activities
Net cash used in investing activities was $73.2 million in the first nine months of 2026 compared to $14.9 million in the first nine months of 2025. Acquisitions of businesses used $58.6 million, net of cash acquired, in the first nine months of 2026. Capital expenditures were $14.7 million in the first nine months of 2026 compared to $15.0 million in the first nine months of 2025, primarily for standard capital replacement. We currently expect capital expenditures in 2026 to be approximately $20 million to $24 million. We believe full year 2026 spending could increase over 2025 depending on the timing of cash outlays associated with investment capital projects currently underway.
Net Cash Provided by (Used in) Financing Activities
Net cash provided by (used in) financing activities was $6.2 million in the first nine months of 2026 compared to ($18.7) million in the first nine months of 2025. Net borrowings on the line of credit were $18.2 million in the first nine months of 2026 compared to $3.0 million in the first nine months of 2025. Net payments on other debt were $2.3 million in the first nine months of 2026 and 2025. Repurchases of common stock were $3.9 million in the first nine months of 2026 compared to $15.7 million in the first nine months of 2025. Tax withholdings related to net share settlements of equity awards were $4.1 million in the first nine months of 2026 compared to $2.3 million in the first nine months of 2025.
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 Serpentix in September 2026 which was funded by cash and borrowings on the line of credit.
On December 4, 2023, our shelf registration statement on Form S‑3 (Registration No. 333‑275691) covering the potential future sale of up to $150 million of our equity and/or debt securities or combinations thereof, was declared effective by the SEC. This shelf registration statement, which replaced the registration statement on Form S‑3 that expired on November 3, 2023, provides another potential source of capital, in addition to other alternatives already in place. We cannot be certain that funding will be available on favorable terms or available at all. To the extent that we raise additional funds by issuing equity securities, our shareholders may experience significant dilution. As of the date of this 2026 Q3 Form 10‑Q, we have not yet sold any securities under this registration statement, nor do we have an obligation to do so. Please refer to the factors discussed in Part I – Item 1A. “Risk Factors” in our 2025 Form 10‑K.
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 additional details regarding our share repurchase programs, see Note 6, “Stockholders’ Equity” of the Notes to Condensed Consolidated Financial Statements in Part I – Item 1. “Financial Statements” and Part II – Item 2. “Unregistered Sales of Equity Securities and Use of Proceeds” of this 2026 Q3 Form 10‑Q. Please refer to the factors discussed in Part I – Item 1A. “Risk Factors” in our 2025 Form 10‑K.
Credit Agreement
The Credit Agreement dated June 30, 2021 with Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, and the lenders from time to time party thereto, including the initial sole lender, Wells Fargo (the “Lenders”), as amended by the Incremental Amendment dated October 22, 2021, the Second Amendment to Credit Agreement dated April 29, 2022, 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 September 30, 2026 under the Amended Credit Agreement, we had $18.5 million of outstanding revolving loan borrowings, $1.1 million of outstanding letters of credit, and additional borrowing capacity of approximately $105 million.
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 September 30, 2026, the interest rate for outstanding borrowings was 5.37%. 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.
The letters of credit outstanding as of September 30, 2026 relate to workers’ compensation insurance and a public improvement project. Based on the nature of these arrangements and our historical experience, we do not expect to make any material payments under these arrangements.
The Amended Credit Agreement contains customary representations and warranties, as well as customary affirmative and negative covenants, events of default, and indemnification provisions in favor of the Lenders. The negative covenants include restrictions regarding the incurrence of liens and indebtedness, annual capital expenditures, certain investments, acquisitions, and dispositions, and other matters, all subject to certain exceptions. The Amended Credit Agreement requires us to regularly provide financial information to Wells Fargo and to maintain a consolidated senior leverage ratio no greater than 3.00 to 1.00 (subject to certain exceptions) and a minimum consolidated earnings before interest, taxes, depreciation, and amortization (as defined in the Amended Credit Agreement) of at least $35 million for the four consecutive fiscal quarters most recently ended. Pursuant to the Amended Credit Agreement, we have also agreed that we will not sell, assign, or otherwise dispose or encumber, any of our owned real property. The occurrence of an event of default could result in the acceleration of the obligations under the Amended Credit Agreement. We were in compliance with our financial covenants as of September 30, 2026, and expect to continue to be in compliance in the near term.
Our obligations under the Amended Credit Agreement are secured by a senior security interest in substantially all of our and our subsidiaries’ assets.
Long-term Debt
On October 28, 2024, we converted the outstanding balance of the Interim Funding Agreement dated August 2, 2022 with Wells Fargo Equipment Finance, Inc. (“WFEF”), as amended January 23, 2023, March 15, 2023, July 21, 2023, and November 2, 2023 into a $15 million term loan with WFEF that was used to fund our new reinforced concrete pipe mill. The term loan matures on October 28, 2029, bears interest at the SOFR Average (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 September 30, 2026, the outstanding balance of the term loan was $9.2 million and the interest rate for outstanding borrowings was 5.87%. The term loan may be prepaid in full at any time provided that we pay a prepayment fee equal to 2% of the outstanding principal balance if repaid in the first 30 months of the loan.
Recent Accounting Pronouncements
For a description of recent accounting pronouncements affecting our Company, including the dates of adoption and estimated effects on financial position, results of operations, and cash flows, see Note 13, “Recent Accounting and Reporting Developments” of the Notes to Condensed Consolidated Financial Statements in Part I – Item 1. “Financial Statements” of this 2026 Q3 Form 10‑Q.
Critical Accounting Estimates
The discussion and analysis of our financial condition and results of operations are based upon our Condensed Consolidated Financial Statements included in Part I – Item 1. “Financial Statements” of this 2026 Q3 Form 10‑Q, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of our Condensed Consolidated Financial Statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, and disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. On an ongoing basis, we evaluate all of our estimates, including those related to revenue recognition, goodwill, income taxes, and litigation and other contingencies. Actual results may differ from these estimates under different assumptions or conditions.
There have been no significant changes in our critical accounting estimates during the three and nine months ended September 30, 2026 as compared to the critical accounting estimates disclosed in our 2025 Form 10‑K.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
For a discussion of our market risk associated with commodity prices, interest rates, and foreign currency exchange rates, see Part II – Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” in our 2025 Form 10‑K. We do not believe there have been any material changes in that information since December 31, 2025.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures (as defined in Rules 13a‑15(e) and 15d‑15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) are designed to provide reasonable assurance that information required to be disclosed in reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosures.
In connection with the preparation of this Quarterly Report on Form 10‑Q for the quarter ended September 30, 2026, our management, under the supervision and with the participation of our CEO and CFO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2026. As a result of the assessment, our CEO and CFO have concluded that, as of September 30, 2026, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There were no significant changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
We are party to a variety of legal actions arising out of the ordinary course of business. Plaintiffs occasionally seek punitive or exemplary damages. We do not believe that such normal and routine litigation will have a material impact on our consolidated financial results. We are also involved in other kinds of legal actions, some of which assert or may assert claims or seek to impose fines, penalties, and other costs in substantial amounts. See Note 8, “Commitments and Contingencies” of the Notes to Condensed Consolidated Financial Statements in Part I – Item 1. “Financial Statements” of this 2026 Q3 Form 10‑Q.
In addition to the other information set forth in this 2026 Q3 Form 10‑Q, the factors discussed in Part I – Item 1A. “Risk Factors” in our 2025 Form 10‑K and any subsequently filed quarterly reports on Form 10‑Q could materially affect our business, financial condition, or operating results. The risks described in our 2025 Form 10‑K and subsequent Form 10‑Q’s are not the only risks facing us. There are additional risks and uncertainties not currently known to us or that we currently deem to be immaterial, that may also materially adversely affect our business, financial condition, or operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On October 10, 2023, our Board of Directors authorized a share repurchase program of up to $30 million of our outstanding common stock, which was announced on November 2, 2023. 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, which was announced on December 16, 2025. 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. In May 2026, we executed a Rule 10b5-1 trading plan which designated up to $10 million for daily share repurchases between June 12, 2026 and September 4, 2026 with volumes that fluctuated with changes in the trading price of our common stock. For additional details regarding our share repurchase programs, see Note 6, “Stockholders’ Equity” of the Notes to Condensed Consolidated Financial Statements in Part I – Item 1. “Financial Statements” of this 2026 Q3 Form 10‑Q.
The following table provides information relating to our repurchase of common stock during the three months ended September 30, 2026 pursuant to our share repurchase programs.
| Period |
Total Number of Shares Purchased |
Average Price Paid Per Share (1) |
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs |
||||||||||||
| July 1, 2026 to July 31, 2026 |
4,400 | $ | 135.32 | 4,400 | $ | 13,305,134 | ||||||||||
| August 1, 2026 to August 31, 2026 |
4,200 | 116.18 | 4,200 | 12,817,168 | ||||||||||||
| September 1, 2026 to September 30, 2026 |
800 | 109.74 | 800 | 12,729,375 | ||||||||||||
| Total |
9,400 | 124.59 | 9,400 | |||||||||||||
| (1) |
Exclusive of commission fees incurred in relation to the repurchase of common stock. |
During the three months ended September 30, 2026, of our directors or officers adopted, modified, or terminated a Rule trading arrangement or a non-Rule trading arrangement, as such terms are defined under Item 408(a) of Regulation S‑K, except as follows (1):
| Name | Title | Adoption Date | Duration (2) | Total Number of Shares of Common Stock to be Sold (3) | ||||
|
|
| 16, 2026 | January 22, 2027 to June 15, 2027 | |
| (1) | Each trading arrangement listed is a Rule 10b5‑1 trading arrangement and is intended to satisfy the affirmative defense conditions of Rule 10b5‑1(c) under the Exchange Act. |
|
| |
| (2) | Each Rule 10b5‑1 trading arrangement may expire on such earlier date as all transactions are completed. |
|
| |
| (3) | Each Rule 10b5‑1 trading arrangement provides for the potential sale of shares of our common stock so long as the market price of our commons stock is higher than certain minimum threshold prices specified in each Rule 10b5‑1 trading arrangement. |
| (4) | Represents approximate number of shares to be sold based on outstanding awards expected to vest in the first quarter of 2027, where certain underlying performance share awards are being depicted at target. The actual number of shares to be sold will depend on future vesting and the number of shares withheld to satisfy tax withholding obligations. |
(a) The exhibits filed as part of this 2026 Q3 Form 10‑Q are listed below:
| Exhibit Number |
Description |
|
| 31.1 |
||
| 31.2 |
||
| 32.1 |
||
| 32.2 |
||
| 101.INS |
Inline XBRL Instance Document |
|
| 101.SCH |
Inline XBRL Taxonomy Extension Schema Document |
|
| 101.CAL |
Inline XBRL Taxonomy Extension Calculation Document |
|
| 101.DEF |
Inline XBRL Taxonomy Definition Linkbase Document |
|
| 101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document |
|
| 101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
|
| 104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: October 29, 2026
| NWPX INFRASTRUCTURE, INC. | ||
| By: |
/s/ Scott Montross |
|
| Scott Montross |
||
| Director, President, and Chief Executive Officer |
||
| (principal executive officer) |
||
| By: |
/s/ Aaron Wilkins |
|
| Aaron Wilkins |
||
| Senior Vice President, Chief Financial Officer, and Corporate Secretary |
||
| (principal financial and accounting officer) |
||
Exhibit 31.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Scott Montross, certify that:
|
1. |
I have reviewed this Quarterly Report on Form 10‑Q of NWPX Infrastructure, Inc.; |
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
|
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
|
Date: October 29, 2026 |
By: |
/s/ Scott Montross |
|
Scott Montross |
||
|
Director, President, and Chief Executive Officer |
||
|
(principal executive officer) |
Exhibit 31.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Aaron Wilkins, certify that:
|
1. |
I have reviewed this Quarterly Report on Form 10‑Q of NWPX Infrastructure, Inc.; |
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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Date: October 29, 2026 |
By: |
/s/ Aaron Wilkins |
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Aaron Wilkins |
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Senior Vice President, Chief Financial Officer, and Corporate Secretary |
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(principal financial officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of NWPX Infrastructure, Inc. (the “Company”) on Form 10‑Q for the period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Scott Montross, Director, President, and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
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(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
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/s/ Scott Montross |
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Scott Montross |
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Director, President, and Chief Executive Officer |
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Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of NWPX Infrastructure, Inc. (the “Company”) on Form 10‑Q for the period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Aaron Wilkins, Senior Vice President, Chief Financial Officer, and Corporate Secretary of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
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(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
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/s/ Aaron Wilkins |
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Aaron Wilkins |
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Senior Vice President, Chief Financial Officer, and Corporate Secretary |
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