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Item 1. Financial Statements

2025-08-06 compared with 2025-04-29 · 197 added, 83 removed, 428 unchanged (40% of the section changed)

3 unchanged sentences

(In millions, except share and per share data, unaudited)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Current assets:

31 unchanged sentences

Common stock – authorized 40,000,000 shares of $ 0.20 par value;

issued and outstanding – 22,840,087 as of March 31, 2025 and 22,803,976 as of December 31, 2024

issued and outstanding – 22,874,713 as of June 30, 2025 and 22,803,976 as of December 31, 2024

Additional paid-in capital 145.5 142.9

10 unchanged sentences

(In millions, except share and per share data, unaudited)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net sales $ 330.3 $ 345.5 $ 659.7 $ 654.7

2 unchanged sentences

Selling, general and administrative expenses 67.0 71.1 138.9 142.5

Goodwill impairment — 20.2 — 20.2

Restructuring and other asset gains, net ( 0.1 ) 0.7 ( 0.1 ) ( 0.1 )

Income from operations 20.5 6.3

Other expenses, net:

Income (loss) from operations 21.4 ( 10.7 ) 41.9 ( 4.4 )

Other income (expenses), net:

Interest expense ( 2.1 ) ( 3.1 ) ( 4.1 ) ( 5.8 )

Interest income 1.6 0.4 2.2 1.0

Other income, net 0.6 0.5

Income before income taxes 19.7 4.7

Other income (expenses), net 1.7 ( 0.3 ) 2.3 0.2

Income (loss) before income taxes 22.6 ( 13.7 ) 42.3 ( 9.0 )

Income tax provision 5.8 0.3 11.2 1.7

Net income 14.3 3.3

Net loss attributable to noncontrolling interest — 0.1

Net income attributable to controlling interest $ 14.3 $ 3.4

Net income (loss) 16.8 ( 14.0 ) 31.1 ( 10.7 )

Net (income) loss attributable to noncontrolling interest ( 0.1 ) — ( 0.1 ) 0.1

Net income (loss) attributable to controlling interest $ 16.7 $ ( 14.0 ) $ 31.0 $ ( 10.6 )

Per share data:

Earnings per common share - Basic $ 0.63 $ 0.15

Earnings per common share - Diluted $ 0.62 $ 0.15

Earnings (loss) per common share - Basic $ 0.73 $ ( 0.61 ) $ 1.36 $ ( 0.47 )

Earnings (loss) per common share - Diluted $ 0.72 $ ( 0.61 ) $ 1.35 $ ( 0.47 )

Weighted average shares outstanding - Basic 22,877,075 22,796,729 22,855,304 22,779,414

4 unchanged sentences

(In millions, unaudited)

Three Months Ended March 31,

Net income $ 14.3 $ 3.3

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net income (loss) $ 16.8 $ ( 14.0 ) $ 31.1 $ ( 10.7 )

Other comprehensive income (loss):

8 unchanged sentences

(In millions, unaudited)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

Net income $ 14.3 $ 3.3

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Net income (loss) $ 31.1 $ ( 10.7 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Depreciation and amortization 12.4 13.1

1 unchanged sentence

Provision for warranties 12.3 8.7

Deferred compensation expense — 0.1

Deferred compensation expense (benefit) 0.1 ( 0.2 )

Share-based compensation 3.2 2.3

1 unchanged sentence

Gain on sale of property and equipment, net ( 0.1 ) ( 1.1 )

Goodwill impairment — 20.2

Amortization of debt issuance costs 0.1 0.2

Distributions to deferred compensation programs' participants ( 0.6 ) ( 0.5 )

Change in operating assets and liabilities:

Sale (purchase) of trading securities, net 0.2 ( 2.2 )

Purchase of trading securities, net ( 0.6 ) ( 2.3 )

Receivables and other contract assets 10.1 ( 68.6 )

19 unchanged sentences

(In millions, unaudited)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from financing activities:

2 unchanged sentences

Repayments of borrowings on credit facilities and bank loans ( 125.0 ) ( 51.4 )

Sale of Company stock by deferred compensation programs, net 0.1 0.1

Withholding tax paid upon vesting of share-based compensation awards ( 0.7 ) ( 0.5 )

1 unchanged sentence

Effect of exchange rates on cash 1.4 ( 0.8 )

Increase (decrease) in cash, cash equivalents and restricted cash 1.8 ( 5.1 )

Decrease in cash, cash equivalents and restricted cash ( 2.1 ) —

Cash, cash equivalents and restricted cash, beginning of period 90.8 63.2

23 unchanged sentences

Balance, March 31, 2025 22,840,087 $ 4.6 $ 144.0 $ ( 48.1 ) $ ( 0.3 ) $ 553.0 $ ( 0.1 ) $ 653.1

Net income — — — — — 16.7 0.1 16.8

Other comprehensive income — — — 6.4 — — — 6.4

Dividends ($ 0.13 per share)

— — — — — ( 3.0 ) — ( 3.0 )

Share-based compensation — — 1.5 — — — — 1.5

Issuance of common stock under incentive plan 34,626 — — — — — — —

Deferred compensation programs' transactions, net — — — — 0.1 — — 0.1

Balance, June 30, 2025 22,874,713 $ 4.6 $ 145.5 $ ( 41.7 ) $ ( 0.2 ) $ 566.7 $ — $ 674.9

Common Stock Common Stock Amount Additional Paid-in-Capital Accumulated Other Comprehensive Loss Company Shares Held by DCP Retained Earnings Noncontrolling Interest Total Equity

8 unchanged sentences

Balance, March 31, 2024 22,764,963 $ 4.5 $ 139.3 $ ( 42.5 ) $ ( 0.8 ) $ 549.8 $ 0.2 $ 650.5

Net loss — — — — — ( 14.0 ) — ( 14.0 )

Other comprehensive loss — — — ( 1.2 ) — — ( 0.2 ) ( 1.4 )

Dividends ($ 0.13 per share)

— — — — — ( 3.0 ) — ( 3.0 )

Share-based compensation — — 1.1 — — — — 1.1

Issuance of common stock under incentive plan 35,618 0.1 — — — — — 0.1

Withholding tax paid upon equity award vesting — — ( 0.1 ) — — — — ( 0.1 )

Deferred compensation programs' transactions, net — — — — 0.1 — — 0.1

Balance, June 30, 2024 22,800,581 $ 4.6 $ 140.3 $ ( 43.7 ) $ ( 0.7 ) $ 532.8 $ — $ 633.3

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

28 unchanged sentences

Noncontrolling interest in the Company's consolidated financial statements represents the 7 % interest in a consolidated subsidiary which is not owned by the Company.

Since the Company controls this subsidiary, the subsidiary's financial statements are consolidated with those of the Company, and the noncontrolling owner's 7 % share of the subsidiary's net assets and results of operations is deducted and reported as "Noncontrolling interest" in the Consolidated Balance Sheets and as "Net loss attributable to noncontrolling interest" in the Consolidated Statements of Operations.

Since the Company controls this subsidiary, the subsidiary's financial statements are consolidated with those of the Company, and the noncontrolling owner's 7 % share of the subsidiary's net assets and results of operations is deducted and reported as "Noncontrolling interest" in the Consolidated Balance Sheets and as "Net (income) loss attributable to noncontrolling interest" in the Consolidated Statements of Operations.

The Company executed an agreement in February 2022 with the noncontrolling interest holder to acquire their outstanding interest in full for R$ 10.0 M (approximately $ 2.0 million, subject to the effect of exchange rates).

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Actual results could differ from those estimates.

In the opinion of management, the consolidated financial statements contain all adjustments necessary for a fair statement of the results of operations and comprehensive income (loss) for the three months ended March 31, 2025 and 2024, the financial position as of March 31, 2025 and December 31, 2024 and the cash flows for the three months ended March 31, 2025 and 2024, and, except as otherwise discussed herein, such adjustments consist only of those of a normal recurring nature.

In the opinion of management, the consolidated financial statements contain all adjustments necessary for a fair statement of the results of operations and comprehensive income (loss) for the three and six months ended June 30, 2025 and 2024, the financial position as of June 30, 2025 and December 31, 2024 and the cash flows for the six months ended June 30, 2025 and 2024, and, except as otherwise discussed herein, such adjustments consist only of those of a normal recurring nature.

The interim results are not necessarily indicative of results that may be achieved in a full reporting year.

21 unchanged sentences

Inventories consist of the following:

(in millions) March 31, 2025 December 31, 2024

(in millions) June 30, 2025 December 31, 2024

Raw materials and parts $ 276.7 $ 275.4

19 unchanged sentences

Level 3 - Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.

As indicated in the tables below, the Company has determined that all of its financial assets and liabilities as of March 31, 2025 and December 31, 2024 are Level 1 and Level 2 in the fair value hierarchy defined above:

March 31, 2025

As indicated in the tables below, the Company has determined that all of its financial assets and liabilities as of June 30, 2025 and December 31, 2024 are Level 1 and Level 2 in the fair value hierarchy defined above:

June 30, 2025

(in millions) Level 1 Level 2 Total

35 unchanged sentences

Total financial liabilities $ — $ 6.1 $ 6.1

The Company tests goodwill for impairment annually on October 1, or more frequently should circumstances change or events occur that would more likely than not reduce the fair value of a reporting unit below its carrying value between annual impairment tests.

During the second quarter of 2024, the Company identified that indicators of goodwill impairment were present due to macroeconomic conditions at the time, including declines in the Company's publicly quoted share price and increased interest rates, as well as lower than expected operating results.

These factors indicated that one or more of the Company's reporting units may have fallen below their carrying amounts.

Management elected to perform a qualitative assessment on all reporting units, and the Company concluded that a further quantitative analysis was required for the Materials Solutions reporting unit.

The Company determined the fair value of the Materials Solutions reporting unit using an equally weighted combination of the discounted cash flow method, a form of the income approach, and the guideline public company method, a form of the market approach.

The significant assumptions used under the discounted cash flow method are projected net sales, projected earnings before interest, tax, depreciation and amortization ("EBITDA"), terminal growth rates, and the cost of capital.

Projected net sales, projected EBITDA and terminal growth rates were determined to be significant assumptions because they are primary drivers of the projected cash flows in the discounted cash flow fair value model.

Cost of capital was also determined to be a significant assumption as it is the discount rate used to calculate the current fair value of those projected cash flows.

The Company calculates the discount rate based on a market-participant, risk-adjusted weighted average cost of capital, which considers industry specific rates of return on debt and equity capital for a target industry capital structure, adjusted for risks associated with business size, geography and other factors specific to the reporting unit.

A change in the discount rate, as a result of a change in economic conditions or otherwise, could result in the carrying value of the reporting unit exceeding its fair value.

For the guideline public company method, significant assumptions relate to the selection of appropriate guideline companies and related valuation multiples used in the market analysis.

Based on the quantitative impairment test, the Company determined that the carrying value of the Materials Solutions reporting unit exceeded its fair value as of June 30, 2024.

As a result, the Company recognized a pretax non-cash goodwill impairment charge of $ 20.2 million in "Goodwill impairment" in the Consolidated Statements of Operations to fully impair the goodwill allocated to the Materials Solutions reporting unit.

Product Warranty Reserves

1 unchanged sentence

The warranty period and performance standards vary by market and uses of its products, but generally range from three months to two years or up to a specified number of hours of operation.

The Company estimates the costs that may be incurred under its warranties and records a liability at the time product sales are recorded.

The Company estimates the costs that may be incurred under its warranties and

records a liability at the time product sales are recorded.

The product warranty liability is primarily based on historical claim rates, nature of claims and the associated costs.

Changes in the Company's product warranty liability for the three month periods ended March 31, 2025 and 2024 are as follows:

Three Months Ended March 31,

Changes in the Company's product warranty liability for the three and six month periods ended June 30, 2025 and 2024 are as follows:

Three Months Ended June 30, Six Months Ended June 30,

(in millions) 2025 2024 2025 2024

2 unchanged sentences

Warranty liabilities settled ( 5.1 ) ( 5.2 ) ( 9.7 ) ( 9.7 )

Other 0.1 ( 0.1 ) 0.2 ( 0.1 )

Reserve balance, end of the period $ 18.9 $ 15.4 $ 18.9 $ 15.4

3 unchanged sentences

Changes in assumptions, as well as changes in actual experience, could cause these estimates to change in the future.

Total accrued loss reserves were $ 6.3 million as of both March 31, 2025 and December 31, 2024, of which $ 5.0 million and $ 4.6 million were included in "Other long-term liabilities" in the Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024, respectively.

For the three months ended March 31, 2025, the Company recorded an income tax expense of $ 5.4 million, reflecting a 27.4 % effective tax rate, compared to a $ 1.4 million income tax expense for the three months ended March 31, 2024, reflecting a 29.8 % effective tax rate.

The income tax expense for three months ended March 31, 2025 was higher compared to the same period in 2024, primarily due to higher pretax book income and changes in the relative weighting of jurisdictional income and loss.

The Company's recorded liability for uncertain tax positions was $ 17.0 million and $ 16.8 million as of March 31, 2025 and December 31, 2024, respectively.

Total accrued loss reserves were $ 6.4 million and $ 6.3 million as of June 30, 2025 and December 31, 2024, respectively, of which $ 4.8 million and $ 4.6 million were included in "Other long-term liabilities" in the Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024, respectively.

For the three months ended June 30, 2025, the Company recorded income tax expense of $ 5.8 million, reflecting a 25.7 % effective tax rate, compared to $ 0.3 million for the three months ended June 30, 2024, reflecting a ( 2.2 )% effective tax rate.

The income tax expense for the three months ended June 30, 2025 was higher compared to the same period in 2024 primarily due to higher pretax book income and changes in the relative weighting of jurisdictional income and loss, partially offset by a net nondeductible goodwill impairment incurred in 2024.

For the six months ended June 30, 2025, the Company recorded income tax expense of $ 11.2 million, reflecting a 26.5 % effective tax rate, compared to $ 1.7 million for the six months ended June 30, 2024, reflecting a ( 18.9 )% effective tax rate.

The income tax expense for the six months ended June 30, 2025 was higher compared to the same period in 2024 primarily due to higher pretax book income and changes in the relative weighting of jurisdictional income and loss, partially offset by a net nondeductible goodwill impairment incurred in 2024.

The Company's recorded liability for uncertain tax positions was $ 17.3 million and $ 16.8 million as of June 30, 2025 and December 31, 2024, respectively.

The increase is the result of $ 0.5 million of incremental reserves associated with a research and development credit generated during 2025.

3 unchanged sentences

Internal Revenue Service for the federal income tax return from the 2018 tax year as well as various other state income tax and jurisdictional audits.

As of March 31, 2025, the Company believes that it is more likely than not that the tax positions it has taken will be sustained upon the resolution of its audits, resulting in no material impact on its consolidated financial position, results of operations and cash flows.

As of June 30, 2025, the Company believes that it is more likely than not that the tax positions it has taken will be sustained upon the resolution of its audits, resulting in no material impact on its consolidated financial position, results of operations and cash flows.

However, the final determination with respect to any tax audits, and any related litigation, could be materially different from the Company's estimates and/or from its historical income tax provisions and accruals and could have a material effect on operating results and/or cash flows in the periods for which that determination is made.

In addition, future period earnings may be adversely impacted by litigation costs, settlements, penalties and/or interest assessments.

On July 4, 2025, the One Big Beautiful Bill Act (the "OBBBA") was enacted into law in the United States.

The OBBBA extends or makes permanent many expiring provisions of the 2017 Tax Cuts and Jobs Act and restores favorable tax treatment for certain business provisions.

The Company is currently assessing the impact of the new tax legislation on its consolidated financial statements.

The effects of changes in tax laws are required to be recognized in the period in which the legislation is enacted.

As such, the OBBBA had no impact on the financial statements as of June 30, 2025.

Commitments and Contingencies

Certain customers have financed purchases of Company products through arrangements with third-party financing institutions in which the Company is contingently liable for customer debt of $ 1.6 million and $ 1.4 million as of March 31, 2025 and December 31, 2024, respectively.

Certain customers have financed purchases of Company products through arrangements with third-party financing institutions in which the Company is contingently liable for customer debt of $ 1.3 million and $ 1.4 million as of June 30, 2025 and December 31, 2024, respectively.

These arrangements expire at various dates through March 2030.

The agreements provide that the Company will receive the lender's full security interest in the financed equipment if the Company is required to fulfill its contingent liability under these arrangements.

The Company has recorded a liability of $ 0.3 million related to these guarantees as of both March 31, 2025 and December 31, 2024, which were included in "Other current liabilities" in the Consolidated Balance Sheets.

The Company has recorded a liability of $ 0.2 million and $ 0.3 million related to these guarantees as of June 30, 2025 and December 31, 2024, respectively, which were included in "Other current liabilities" in the Consolidated Balance Sheets.

The Company reviews off-balance sheet guarantees individually.

Prior history is considered with respect to the Company having to perform on any off-balance sheet guarantees, as well as future projections of individual customer creditworthiness with respect to assessing credit losses related to off-balance sheet guarantees.

In addition, the Company is contingently liable for letters of credit issued under its $ 250.0 million revolving credit facility (the "Credit Facility"), which outstanding letters of credit totaled $ 5.2 million as of March 31, 2025.

In addition, the Company is contingently liable for letters of credit issued under its $ 250.0 million revolving credit facility (the "2022 Credit Facility"), which outstanding letters of credit totaled $ 5.2 million as of June 30, 2025.

The outstanding letters of credit expire at various dates through April 2026.

Unused letters of credit under the Credit Facility were $ 24.8 million as of March 31, 2025.

The Company is additionally contingently liable for a total of $ 5.0 million in performance letters of credit and retention guarantees primarily held by its foreign subsidiaries, of which $ 3.4 million are secured by separate credit facilities with various financial institutions as of March 31, 2025.

Unused letters of credit under these separate credit facilities were $ 12.9 million as of March 31, 2025.

Unused letters of credit under the 2022 Credit Facility were $ 24.8 million as of June 30, 2025.

The Company is additionally contingently liable for a total of $ 5.3 million in performance letters of credit and retention guarantees primarily held by its foreign subsidiaries, which are secured by separate credit facilities with various financial institutions as of June 30, 2025.

Unused letters of credit under these separate credit facilities were $ 9.7 million as of June 30, 2025.

The Company has a commitment to purchase a property located in Chattanooga, Tennessee in the first quarter of 2026 for $ 2.8 million .

The Company is currently a party, and may become a party, to various other claims and legal proceedings in the ordinary course of business.

11 unchanged sentences

for $ 6.3 million, which the Company paid that same month.

Upon settlement, the full loss contingency of $ 8.2 million, inclusive of post-judgment interest, that was recorded as of June 30, 2024 was released.

The $ 1.9 million net benefit derived from the loss contingency release offset by the final settlement amount was recorded in "Selling, general and administrative

expenses" in the Consolidated Statements of Operations during the third quarter of 2024.

Upon settlement, the full loss contingency of $ 8.2 million, inclusive of post-judgment interest, which was recorded as of June 30, 2024 was released.

The $ 1.9 million net benefit derived from the loss contingency release offset by the final settlement amount was recorded in "Selling, general and administrative expenses" in the Consolidated Statements of Operations during the third quarter of 2024.

In October 2024, the Company reached an agreement to resolve the action styled VenVer S.A.

3 unchanged sentences

Revenue Recognition

The following tables disaggregate the Company's revenue by major source for the three-month periods ended March 31, 2025 and 2024 (excluding intercompany sales):

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

The following tables disaggregate the Company's revenue by major source for the three and six-month periods ended June 30, 2025 and 2024 (excluding intercompany sales):

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

(in millions) Infrastructure Solutions Materials Solutions Total Infrastructure Solutions Materials Solutions Total

15 unchanged sentences

Total net sales $ 204.6 $ 125.7 $ 330.3 $ 221.4 $ 124.1 $ 345.5

As of March 31, 2025, the Company had contract assets of $ 5.8 million and contract liabilities, excluding customer deposits, of $ 6.5 million, including $ 1.1 million of deferred revenue related to extended warranties.

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

(in millions) Infrastructure Solutions Materials Solutions Total Infrastructure Solutions Materials Solutions Total

Net Sales-Domestic:

Equipment sales $ 254.2 $ 87.9 $ 342.1 $ 249.3 $ 81.3 $ 330.6

Parts and component sales 121.6 39.1 160.7 118.0 39.9 157.9

Service and equipment installation revenue 15.5 0.4 15.9 13.4 0.3 13.7

Used equipment sales 2.1 0.2 2.3 0.1 — 0.1

Freight revenue 13.4 2.7 16.1 11.0 3.6 14.6

Other 1.4 ( 2.7 ) ( 1.3 ) 1.3 ( 2.9 ) ( 1.6 )

Total domestic revenue 408.2 127.6 535.8 393.1 122.2 515.3

Net Sales-International:

Equipment sales 21.5 54.5 76.0 17.9 68.7 86.6

Parts and component sales 9.6 30.8 40.4 11.7 33.4 45.1

Service and equipment installation revenue 0.7 4.9 5.6 0.4 5.4 5.8

Freight revenue 0.5 1.4 1.9 0.5 1.4 1.9

Other 0.1 ( 0.1 ) — — — —

Total international revenue 32.4 91.5 123.9 30.5 108.9 139.4

Total net sales $ 440.6 $ 219.1 $ 659.7 $ 423.6 $ 231.1 $ 654.7

As of June 30, 2025, the Company had contract assets of $ 3.9 million and contract liabilities, excluding customer deposits, of $ 6.1 million, including $ 1.1 million of deferred revenue related to extended warranties.

As of December 31, 2024, the Company had contract assets of $ 6.6 million and contract liabilities, excluding customer deposits, of $ 5.8 million, including $ 1.3 million of deferred revenue related to extended warranties.

7 unchanged sentences

This metric is used to monitor actual results versus budget and forecast on a monthly basis to assess segment performance as compared to expectations.

Segment Operating Adjusted EBITDA is defined as net income or loss before the impact of interest income or

expense, income taxes, depreciation and amortization and certain other adjustments that are not considered by the CODM in the evaluation of ongoing operating performance.

Segment Operating Adjusted EBITDA is defined as net income or loss before the impact of interest income or expense, income taxes, depreciation and amortization and certain other adjustments that are not considered by the CODM in the evaluation of ongoing operating performance.

A brief description of each segment is as follows:

1 unchanged sentence

The sites based in North America within the Infrastructure Solutions segment are primarily manufacturing operations, while those located outside of North America generally service and install equipment and provide parts in the regions in which they operate for many of the products produced by all of the Company's manufacturing sites.

The primary purchasers of the products produced by this segment are asphalt and concrete producers, highway and heavy equipment contractors, commercial and residential paving contractors, utility contractors, forestry and environmental recycling contractors and domestic and foreign governmental agencies.

The primary purchasers of the products produced by this segment are asphalt and concrete producers, highway and heavy

equipment contractors, commercial and residential paving contractors, utility contractors, forestry and environmental recycling contractors and domestic and foreign governmental agencies.

Materials Solutions - Sites within the Materials Solutions segment design and manufacture heavy rock processing equipment, in addition to servicing and supplying parts for the aggregate, mining, recycling, ports and bulk handling markets.

3 unchanged sentences

Asset information for the Company's reportable segments is set forth below:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

(in millions) Infrastructure Solutions Materials Solutions Total Infrastructure Solutions Materials Solutions Total

1 unchanged sentence

Revenue, significant expense and capital expenditure information for the Company's reportable segments is set forth below:

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

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

(in millions) Infrastructure Solutions Materials Solutions Total Infrastructure Solutions Materials Solutions Total

22 unchanged sentences

(3) Other segment items consists of foreign exchange gains and losses, investment income and loss and other income and expense amounts that are included in Segment Operating Adjusted EBITDA that are not considered to be significant segment expenses.

The reconciliation of Reportable Segment Operating Adjusted EBITDA to total "Income before income taxes" is set forth below:

Three Months Ended March 31,

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

(in millions) Infrastructure Solutions Materials Solutions Total Infrastructure Solutions Materials Solutions Total

Reportable segment revenues:

Revenues from external customers $ 440.6 $ 219.1 $ 659.7 $ 423.6 $ 231.1 $ 654.7

Intersegment revenues 18.2 3.0 21.2 15.7 1.4 17.1

Total revenues - reportable segments $ 458.8 $ 222.1 $ 680.9 $ 439.3 $ 232.5 $ 671.8

Significant reportable segment expenses:

Manufacturing operation costs:

Equipment $ 193.5 $ 106.9 $ 300.4 $ 200.9 $ 112.7 $ 313.6

Parts 64.4 38.0 102.4 67.9 39.8 107.7

Other 46.5 19.0 65.5 45.7 19.0 64.7

General and administrative 28.2 15.8 44.0 28.3 16.1 44.4

Sales and marketing 22.5 13.0 35.5 24.4 14.2 38.6

Quality costs (1)

12.9 4.9 17.8 6.8 6.4 13.2

Research and development 8.6 4.2 12.8 8.1 3.8 11.9

Inventory period costs (2)

7.1 3.0 10.1 4.4 5.2 9.6

Other segment items (3)

— ( 2.1 ) ( 2.1 ) — ( 0.2 ) ( 0.2 )

Reportable Segment Operating Adjusted EBITDA $ 75.1 $ 19.4 $ 94.5 $ 52.8 $ 15.5 $ 68.3

Reportable segment capital expenditures $ 5.9 $ 1.6 $ 7.5 $ 9.9 $ 3.3 $ 13.2

(1) Quality costs related to repair or other remediation expenses incurred for corrective action on product failures covered by warranties or voluntarily for certain warranty-type expenses occurring after the normal warranty period expires to help protect the reputation of the Company's products and maintain the goodwill of customers.

(2) Inventory period costs primarily relate to inventory reserves and adjustments and net scrap sales.

The reconciliation of Reportable Segment Operating Adjusted EBITDA to total "Income (loss) before income taxes" is set forth below:

Three Months Ended June 30, Six Months Ended June 30,

(in millions) 2025 2024 2025 2024

3 unchanged sentences

Restructuring and other related charges — ( 0.9 ) — ( 1.0 )

Goodwill impairment — ( 20.2 ) $ — ( 20.2 )

Gain on sale of property and equipment, net 0.1 0.2 0.1 1.1

2 unchanged sentences

Depreciation and amortization ( 6.0 ) ( 6.6 ) ( 12.4 ) ( 13.1 )

Net income attributable to noncontrolling interest — ( 0.1 )

Income before income taxes $ 19.7 $ 4.7

Net income (loss) attributable to noncontrolling interest 0.1 — 0.1 ( 0.1 )

Income (loss) before income taxes $ 22.6 $ ( 13.7 ) $ 42.3 $ ( 9.0 )

"Net sales" into major geographic regions, attributable to the shipping location or the location where service was performed, were as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in millions) 2025 2024 2025 2024

1 unchanged sentence

Canada 17.6 22.7 33.0 41.6

Australia 14.5 10.0 19.2 19.3

Africa 8.3 12.2 16.5 21.2

Europe 7.4 9.0

Brazil 10.6 5.8 16.3 11.4

Australia 4.7 9.3

Mexico 3.2 4.3

Europe 7.6 7.7 15.0 16.7

Asia 3.6 3.9 10.4 7.6

South America (Excluding Brazil) 3.2 3.2 6.4 8.2

Mexico 1.3 6.6 4.5 10.9

Central America (Excluding Mexico) 0.2 0.7 0.6 1.4

6 unchanged sentences

An implementation of this scale is a major financial undertaking and requires substantial time and attention of management and key employees.

Net capitalized implementation costs associated with the ERP implementation totaled $ 31.0 million, of which $ 3.7 million and $ 27.3 million were included in "Prepaid expenses and other assets" and "Other long-term assets," respectively, in the Consolidated Balance Sheets as of March 31, 2025.

Net capitalized implementation costs associated with the ERP implementation totaled $ 30.0 million, of which $ 3.7 million and $ 26.3 million were included in "Prepaid expenses and other assets" and "Other long-term assets," respectively, in the Consolidated Balance Sheets as of June 30, 2025.

Net capitalized implementation costs totaled $ 31.9 million, of which $ 3.7 million and $ 28.2 million were included in "Prepaid expenses and other assets" and "Other long-term assets," respectively, in the Consolidated Balance Sheets as of December 31, 2024.

Accumulated amortization associated with these capitalized implementation costs totaled $ 6.4 million and $ 5.5 million as of March 31, 2025 and December 31, 2024, respectively.

Accumulated amortization associated with these capitalized implementation costs totaled $ 7.4 million and $ 5.5 million as of June 30, 2025 and December 31, 2024, respectively.

Costs associated with these strategic transformation programs are presented below:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in millions) 2025 2024 2025 2024

1 unchanged sentence

Selling, general and administrative expenses

$ 3.4 $ 11.0 $ 10.3 $ 17.4

Cost of sales

— 0.2 0.1 0.3

Total costs related to strategic transformation initiatives $ 3.4 $ 11.2 $ 10.4 $ 17.7

Amortization of capitalized implementation costs (1)

$ 1.0 $ 1.0 $ 1.9 $ 1.7

(1) Amortization of capitalized implementation costs is recorded in "Selling, general and administrative expenses" in the Consolidated Statements of Operations.

2 unchanged sentences

The Company reports asset impairment charges, excluding goodwill impairment, and gains or losses on the sales of property and equipment collectively, with restructuring charges in "Restructuring and other asset gains, net" in the Consolidated Statements of Operations to the extent they are experienced.

Restructuring, asset impairment charges and the gain on sale of property and equipment, net are presented below:

Three Months Ended March 31,

Restructuring charges and the gain on sale of property and equipment, net are presented below:

Three Months Ended June 30, Six Months Ended June 30,

(in millions) 2025 2024 2025 2024

1 unchanged sentence

Costs associated with exited operations – Enid $ — $ — $ — $ 0.1

Workforce reductions — 0.9 — 0.9

Total restructuring related charges — 0.9 — 1.0

3 unchanged sentences

Restructuring and other asset gains, net $ ( 0.1 ) $ 0.7 $ ( 0.1 ) $ ( 0.1 )

Restructuring charges by reportable segment are as follows:

Three Months Ended March 31,

Restructuring charges by reportable segment and the Corporate and Other category are as follows:

Three Months Ended June 30, Six Months Ended June 30,

(in millions) 2025 2024 2025 2024

Infrastructure Solutions $ — $ 0.4 $ — $ 0.5

Materials Solutions — 0.3 — 0.3

Corporate and Other — 0.2 — 0.2

Total restructuring related charges $ — $ 0.9 $ — $ 1.0

The net gains on sale of property and equipment by reportable segment are as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in millions) 2025 2024 2025 2024

2 unchanged sentences

Total gain on sale of property and equipment, net $ ( 0.1 ) $ ( 0.2 ) $ ( 0.1 ) $ ( 1.1 )

Earnings Per Common Share

Basic earnings per common share is determined by dividing "Net income attributable to controlling interest" by the weighted average number of common shares outstanding during the reporting period.

Diluted earnings per common share includes the dilutive effect of common stock equivalents, consisting of restricted stock units, performance stock units and stock held in the Company's deferred compensation programs, using the treasury stock method.

Potential common shares that have an

antidilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted earnings per share.

Management continually reviews the Company's organizational structure and operations to ensure they are optimized and aligned with achieving near-term and long-term operational and profitability targets.

In connection with this review, the Company

effected workforce reductions during the second quarter of 2024, whereby charges of $ 0.9 million were incurred during the three months ended June 30, 2024 and recorded in "Restructuring and other asset gains, net" in the Consolidated Statements of Operations.

Earnings (Loss) Per Common Share

Basic earnings (loss) per common share is determined by dividing "Net income (loss) attributable to controlling interest" by the weighted average number of common shares outstanding during the reporting period.

Diluted earnings (loss) per common share includes the dilutive effect of common stock equivalents, consisting of restricted stock units, performance stock units and stock held in the Company's deferred compensation programs, using the treasury stock method.

Potential common shares that have an antidilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted earnings per share.

Performance stock units, which are considered contingently issuable, are considered dilutive when the related performance criterion has been met.

The following table sets forth a reconciliation of the number of shares used in the computation of basic and diluted earnings per common share:

Three Months Ended March 31,

The following table sets forth a reconciliation of the number of shares used in the computation of basic and diluted earnings (loss) per common share:

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Denominator for basic earnings per common share 22,877,075 22,796,729 22,855,304 22,779,414

3 unchanged sentences

Subsequent Events

Agreement to Acquire TerraSource

On April 28, 2025, the Company entered into a Membership Interest Purchase Agreement (the "Purchase Agreement") with RLI TSG Holdings LLC, K-Tron Investment Co.

and other sellers party thereto (collectively, the "Sellers"), pursuant to which, subject to the satisfaction of customary conditions, the Company will acquire 100 % of the equity interests of TerraSource Holdings, LLC, a market-leading manufacturer of material processing equipment and related aftermarket parts serving complementary crushing, screening and separation applications and headquartered in Missouri (such acquisition, the "Transaction").

The total cash consideration payable to the Sellers is $ 245.0 million, subject to a customary purchase price adjustment.

The acquisition is expected to be accounted for as a business combination.

In connection with the Transaction, on April 28, 2025, the Company entered into a debt commitment letter (the "Commitment Letter") with Wells Fargo Bank, National Association, and the other lender parties thereto (collectively, the "Lenders"), pursuant to which, and subject to the terms and conditions set forth therein, the Lenders committed to provide provide a $ 500.0 million senior secured credit facility (which may be increased by up to $ 50.0 million), consisting of (i) a revolving credit facility in an aggregate principal amount of $ 150.0 million and (ii) a term loan facility in an aggregate principal amount of $ 350.0 million (the "Senior Credit Facility").

The Company intends to use the proceeds of the term loan facility, together with cash on hand, to fund the Transaction, to refinance the Company’s existing credit facilities and to pay for fees, costs and expenses incurred in connection with the foregoing.

The funding of the Senior Credit Facility provided for in the Commitment Letter is contingent on the satisfaction of customary closing conditions.

The Transaction, which is subject to the satisfaction of regulatory clearance and other customary closing conditions, is targeted to close in the third quarter of 2025.

The Company has evaluated all events subsequent to the balance sheet date as of June 30, 2025 through the date of issuance of these consolidated financial statements and has determined that, except as set forth below, there are no subsequent events that require disclosure.

On July 1, 2025, the Company completed the previously announced acquisition of TerraSource Holdings, LLC ("TerraSource"), a market-leading manufacturer of material processing equipment and related aftermarket parts serving complementary crushing, screening and separation applications (such acquisition, the "Acquisition").

Pursuant to the Acquisition, the Company acquired 100 % of the equity interests of TerraSource.

The total cash consideration paid for by the Company to the sellers of TerraSource was $ 245.0 million on a cash-free, debt-free basis, subject to a customary purchase price adjustment.

The Acquisition is expected to provide the Company with access to adjacent markets in materials processing equipment and related aftermarket parts and significant growth and value creation opportunities.

Simultaneously, with the closing of the Acquisition, on July 1, 2025 (the "Financing Effective Date"), the Company entered into a credit agreement with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto from time to time (the "2025 Credit Agreement") that provides for (i) a revolving credit facility, a term loan facility, a swingline facility and a letter of credit facility, in an initial aggregate amount of up to $ 600.0 million and (ii) an incremental facilities limit in an aggregate amount not to exceed $ 150.0 million (collectively, the "2025 Credit Facilities").

Loans advanced under the revolving credit facility and the term loan facility must be repaid on (i) July 1, 2030 or (ii) earlier as specified in the 2025 Credit Agreement.

The Company expects to use the proceeds of the revolving credit facility, letter of credit facility and swingline facility (i) to finance capital expenditures, (ii) for working capital and other general corporate purposes of the Company and its subsidiaries, and (iii) in the case of letters of credit, for the backstop or replacement of letters of credit existing prior to the Financing Effective Date and to support general corporate purposes.

On the Financing Effective Date, the Company used the proceeds from the term loan facility, together with cash on hand, to (i) finance the Acquisition, (ii) repay existing indebtedness of the Company and its subsidiaries, including repayment of all amounts outstanding under the 2022 Credit Facility, and (iii) the payment of transaction expenses incurred in connection with the Acquisition and the 2025 Credit Facilities.

At the Company’s election, revolving credit loans and term loans advanced under the 2025 Credit Agreement shall bear interest at a rate per annum equal to (i) a forward-looking term rate based on the secured overnight financing rate for the applicable interest period ("Term SOFR"), as selected by the Company, plus an applicable margin ranging between 1.75 % and 2.75 % per annum, or (ii) the highest of the Wells Fargo Bank, National Association prime rate, the Federal Funds rate plus 0.50 %, and Term SOFR for a one month tenor in effect on such day plus 1.00 % (“Base Rate”), plus an applicable margin ranging between 0.75 %

and 1.75 % per annum.

Swingline loans shall bear interest at the Base Rate, plus an applicable margin ranging between 0.75 % and 1.75 % per annum.

The Company will also pay a commitment fee ranging from 0.15 % to 0.35 % per annum to the lenders under the revolving credit facility on the average amount by which the aggregate commitments of the lenders exceed utilization of the revolving credit facility.

The applicable margins and the commitment fee are determined based on the Company's Consolidated Total Net Leverage Ratio (as defined in the 2025 Credit Agreement) at the relevant time.

The obligations of the Company in respect of the 2025 Credit Facilities are secured and are guaranteed by the U.S.

domestic subsidiaries of the Company, subject to customary exceptions.

The 2025 Credit Agreement includes certain affirmative and negative covenants that impose restrictions on the Company's financial and business operations, including limitations on liens, indebtedness, fundamental changes and changes in the nature of the Company's business.

These limitations are subject to customary exceptions.

The Company will also be required to maintain a (i) Consolidated Total Net Leverage Ratio of not more than 3.50 to 1.00 as of the last day of any fiscal quarter, which may be increased to 4.00 to 1.00 in connection with a material permitted acquisition and subject to the terms of the 2025 Credit Agreement, and (ii) Consolidated Interest Coverage Ratio (as defined in the 2025 Credit Agreement) of at least 2.50 to 1.00 as of the last day of any fiscal quarter.

The 2025 Credit Agreement also contains customary representations and warranties.

The 2025 Credit Agreement contains events of default customary for this type of financing, including a cross default and cross acceleration provision to certain other material indebtedness of the Company and its subsidiaries.

Upon the occurrence of an event of default, the outstanding obligations under the 2025 Credit Agreement may be accelerated and become due and payable immediately.

In addition, if certain change of control events occur with respect to the Company, the Company will be required to repay the loans outstanding under the 2025 Credit Facilities.

The Company expects the Acquisition and related financing to have a material impact on its future financial position and results of operations.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements