FOSTER L B CO 10-Q

Item 1. Financial Statements L.B. FOSTER COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share data) June 30, 2024 December 31, 2023 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 4,021 $ 2,560 Accounts receivable - net (Note 5) 75,889 53,484 Contract assets - net (Note 3) 20,562 29,489 Inventories - net (Note 6) 80,085 73,496 Other current assets 10,912 8,961 Total current assets 191,469 167,990 Property, plant, and equipment - net 75,608 75,999 Operating lease right-of-use assets - net 13,313 14,905 Other assets: Goodwill (Note 4) 32,019 32,587 Other intangibles - net (Note 4) 17,078 19,010 Other assets 3,774 2,715 TOTAL ASSETS $ 333,261 $ 313,206 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 45,920 $ 40,305 Deferred revenue (Note 3) 7,532 12,479 Accrued payroll and employee benefits 7,921 16,978 Current portion of accrued settlement (Note 13) 6,000 8,000 Current maturities of long-term debt (Note 7) 167 102 Other accrued liabilities 12,889 17,442 Total current liabilities 80,429 95,306 Long-term debt (Note 7) 87,006 55,171 Deferred tax liabilities (Note 9) 1,173 1,232 Long-term operating lease liabilities 10,497 11,865 Other long-term liabilities 6,504 6,797 Stockholders’ equity: Common stock, par value $ 0.01 , authorized 20,000,000 shares; shares issued at June 30, 2024 and December 31, 2023, 11,115,779 ; shares outstanding at June 30, 2024 and December 31, 2023, 10,783,036 and 10,733,935 , respectively 111 111 Paid-in capital 42,612 43,111 Retained earnings 131,916 124,633 Treasury stock - at cost, 332,743 and 381,844 common stock shares at June 30, 2024 and December 31, 2023, respectively ( 6,405 ) ( 6,494 ) Accumulated other comprehensive loss ( 21,156 ) ( 19,250 ) Total L.B. Foster Company stockholders’ equity 147,078 142,111 Noncontrolling interest 574 724 Total stockholders’ equity 147,652 142,835 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 333,261 $ 313,206 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 3 Table of Contents L.B. FOSTER COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share data) Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Sales of goods $ 122,417 $ 132,167 $ 226,880 $ 230,705 Sales of services 18,379 15,867 38,236 32,817 Total net sales 140,796 148,034 265,116 263,522 Cost of goods sold 93,705 101,069 175,174 179,134 Cost of services sold 16,568 14,713 33,170 28,845 Total cost of sales 110,273 115,782 208,344 207,979 Gross profit 30,523 32,252 56,772 55,543 Selling and administrative expenses 24,896 24,528 47,645 45,951 Amortization expense 1,123 1,375 2,340 2,740 Operating income 4,504 6,349 6,787 6,852 Interest expense - net 1,493 1,574 2,618 2,962 Other (income) expense - net ( 152 ) 719 ( 3,688 ) 2,546 Income before income taxes 3,163 4,056 7,857 1,344 Income tax expense 346 563 635 22 Net income 2,817 3,493 7,222 1,322 Net loss attributable to noncontrolling interest ( 30 ) ( 38 ) ( 61 ) ( 57 ) Net income attributable to L.B. Foster Company $ 2,847 $ 3,531 $ 7,283 $ 1,379 Per share data attributable to L.B. Foster shareholders: Basic earnings per common share $ 0.26 $ 0.32 $ 0.68 $ 0.12 Diluted earnings per common share $ 0.26 $ 0.32 $ 0.66 $ 0.12 Basic weighted average shares outstanding 10,793 10,807 10,777 10,800 Diluted weighted average shares outstanding 11,060 10,878 11,062 10,866 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 4 Table of Contents L.B. FOSTER COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (In thousands) Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net income $ 2,817 $ 3,493 $ 7,222 $ 1,322 Other comprehensive (loss) income, net of tax: Foreign currency translation adjustment ( 452 ) 1,252 ( 1,966 ) 2,503 Unrealized (loss) gain on cash flow hedges, net of tax expense of $ 0 ( 186 ) 496 ( 80 ) 78 Reclassification of pension liability adjustments to earnings, net of tax expense of $ 7 , $ 2 , $ 11 , and $ 4 , respectively* 26 41 51 81 Total comprehensive income 2,205 5,282 5,227 3,984 Less comprehensive (loss) income attributable to noncontrolling interest: Net loss attributable to noncontrolling interest ( 30 ) ( 38 ) ( 61 ) ( 57 ) Foreign currency translation adjustment ( 72 ) 29 ( 89 ) 33 Amounts attributable to noncontrolling interest ( 102 ) ( 9 ) ( 150 ) ( 24 ) Comprehensive income attributable to L.B. Foster Company $ 2,307 $ 5,291 $ 5,377 $ 4,008 * Reclassifications out of “Accumulated other comprehensive loss” for pension obligations are charged to “Selling and administrative expenses” within the Condensed Consolidated Statements of Operations. The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 5 Table of Contents L.B. FOSTER COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands) Six Months Ended June 30, 2024 2023 (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 7,222 $ 1,322 Adjustments to reconcile net income to cash used in operating activities: Deferred income taxes ( 61 ) ( 1,710 ) Depreciation 4,736 4,989 Amortization 2,340 2,740 Equity in loss (income) of nonconsolidated investments 6 ( 16 ) Gain on sales and disposals of property, plant, and equipment ( 4,412 ) ( 366 ) Stock-based compensation 2,347 1,829 Loss on asset divestitures — 3,074 Change in operating assets and liabilities: Accounts receivable ( 22,532 ) 6,584 Contract assets 8,499 ( 3,033 ) Inventories ( 6,648 ) ( 13,068 ) Other current assets ( 2,657 ) ( 1,251 ) Other noncurrent assets 1,416 ( 865 ) Accounts payable 5,243 465 Deferred revenue ( 4,917 ) 627 Accrued payroll and employee benefits ( 9,009 ) ( 1,885 ) Accrued settlement ( 2,000 ) ( 2,000 ) Other current liabilities ( 4,210 ) ( 941 ) Other long-term liabilities ( 2,181 ) 172 Net cash used in operating activities ( 26,818 ) ( 3,333 ) CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from the sale of property, plant, and equipment 3,881 539 Capital expenditures on property, plant, and equipment ( 4,346 ) ( 1,495 ) Proceeds from business dispositions — 7,706 Acquisitions, net of cash acquired — 966 Net cash (used in) provided by investing activities ( 465 ) 7,716 CASH FLOWS FROM FINANCING ACTIVITIES: Repayments of debt ( 100,617 ) ( 95,251 ) Proceeds from debt 132,572 92,331 Treasury stock acquisitions ( 3,140 ) ( 977 ) Investment of noncontrolling interest — 334 Net cash provided by (used in) financing activities 28,815 ( 3,563 ) Effect of exchange rate changes on cash and cash equivalents ( 71 ) 178 Net increase in cash and cash equivalents 1,461 998 Cash and cash equivalents at beginning of period 2,560 2,882 Cash and cash equivalents at end of period $ 4,021 $ 3,880 Supplemental disclosure of cash flow information: Interest paid $ 2,380 $ 2,889 Income taxes paid (received) $ 1,227 $ ( 331 ) The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 6 Table of Contents L.B. FOSTER COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) (Dollars in thousands) Three Months Ended June 30, 2024 Common Stock Paid-in Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Loss Noncontrolling Interest Total Stockholders’ Equity Balance, March 31, 2024 $ 111 $ 41,866 $ 129,069 $ ( 5,829 ) $ ( 20,616 ) $ 676 $ 145,277 Net income (loss) — — 2,847 — — ( 30 ) 2,817 Other comprehensive loss, net of tax: Pension liability adjustment — — — — 26 — 26 Foreign currency translation adjustment — — — — ( 380 ) ( 72 ) ( 452 ) Unrealized derivative loss on cash flow hedges — — — — ( 186 ) — ( 186 ) Purchase of 53,525 common shares for treasury — — — ( 1,322 ) — — ( 1,322 ) Issuance of 47,330 common shares, net of shares withheld for taxes — ( 942 ) — 746 — — ( 196 ) Stock-based compensation — 1,314 — — — — 1,314 Investment of noncontrolling interest — 374 — — — — 374 Balance, June 30, 2024 $ 111 $ 42,612 $ 131,916 $ ( 6,405 ) $ ( 21,156 ) $ 574 $ 147,652 7 Table of Contents Three Months Ended June 30, 2023 Common Stock Paid-in Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Loss Noncontrolling Interest Total Stockholders’ Equity Balance, March 31, 2023 $ 111 $ 40,951 $ 121,017 $ ( 5,174 ) $ ( 20,296 ) $ 405 $ 137,014 Net income (loss) — — 3,531 — — ( 38 ) 3,493 Other comprehensive income, net of tax: Pension liability adjustment — — — — 41 — 41 Foreign currency translation adjustment — — — — 1,223 29 1,252 Unrealized derivative loss on cash flow hedges — — — — 496 — 496 Purchase of 51,241 common shares for treasury — — — ( 662 ) — — ( 662 ) Issuance of 58,432 common shares, net of shares withheld for taxes — ( 977 ) — 990 — — 13 Stock-based compensation — 945 — — — — 945 Balance, June 30, 2023 $ 111 $ 40,919 $ 124,548 $ ( 4,846 ) $ ( 18,536 ) $ 396 $ 142,592 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 8 Table of Contents L.B. FOSTER COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) (Dollars in thousands) Six Months Ended June 30, 2024 Common Stock Paid-in Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Loss Noncontrolling Interest Total Stockholders’ Equity Balance, December 31, 2023 $ 111 $ 43,111 $ 124,633 $ ( 6,494 ) $ ( 19,250 ) $ 724 $ 142,835 Net income (loss) — — 7,283 — — ( 61 ) 7,222 Other comprehensive loss, net of tax: Pension liability adjustment — — — — 51 — 51 Foreign currency translation adjustment — — — — ( 1,877 ) ( 89 ) ( 1,966 ) Unrealized derivative loss on cash flow hedges — — — — ( 80 ) — ( 80 ) Purchase of 70,080 common shares for treasury — — — ( 1,707 ) — — ( 1,707 ) Issuance of 119,181 common shares, net of shares withheld for taxes — ( 3,220 ) — 1,796 — — ( 1,424 ) Stock-based compensation — 2,347 — — — — 2,347 Investment of noncontrolling interest — 374 — — — — 374 Balance, June 30, 2024 $ 111 $ 42,612 $ 131,916 $ ( 6,405 ) $ ( 21,156 ) $ 574 $ 147,652 9 Table of Contents Six Months Ended June 30, 2023 Common Stock Paid-in Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Loss Noncontrolling Interest Total Stockholders’ Equity Balance, December 31, 2022 $ 111 $ 41,303 $ 123,169 $ ( 6,240 ) $ ( 21,165 ) $ 420 $ 137,598 Net income (loss) — — 1,379 — — ( 57 ) 1,322 Other comprehensive income, net of tax: Pension liability adjustment — — — — 81 — 81 Foreign currency translation adjustment — — — — 2,470 33 2,503 Unrealized derivative gain on cash flow hedges — — — — 78 — 78 Purchase of 51,241 common shares for treasury — — — ( 662 ) — — ( 662 ) Issuance of 91,316 common shares, net of shares withheld for taxes — ( 2,213 ) — 2,056 — — ( 157 ) Stock-based compensation — 1,829 — — — — 1,829 Balance, June 30, 2023 $ 111 $ 40,919 $ 124,548 $ ( 4,846 ) $ ( 18,536 ) $ 396 $ 142,592 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 10 Table of Contents L.B. FOSTER COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Dollars in thousands, except share data) Note 1. Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The year-end consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. In the opinion of management, all estimates and adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. This Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and footnotes thereto included in L.B. Foster Company’s Annual Report on Form 10-K for the year ended December 31, 2023. In this Quarterly Report on Form 10-Q, references to “we,” “us,” “our,” and the “Company” refer collectively to L.B. Foster Company and its consolidated subsidiaries. Note 2. Business Segments The Company is a global technology solutions provider of engineered, manufactured products and services that builds and supports infrastructure. The Company’s segments represent components of the Company (a) that engage in activities from which revenue is generated and expenses are incurred, (b) whose operating results are regularly reviewed by the Chief Operating Decision Maker (“CODM”), who uses such information to make decisions about resources to be allocated to the segments, and (c) for which discrete financial information is available. Operating segments are evaluated on their segment profit contribution to the Company’s consolidated results. Other income and expenses, interest, income taxes, and certain other items are managed on a consolidated basis. The Company’s segment accounting policies are described in Note 2 Business Segments of the Notes to the Company’s Consolidated Financial Statements contained in its Annual Report on Form 10-K for the year ended December 31, 2023. The Company is organized and operates in two reporting segments: Rail, Technologies, and Services (“Rail”), and Infrastructure Solutions (“Infrastructure”). Effective for the quarter and year ended December 31, 2023, the Company made certain organizational changes that led to the conclusion that it will operate under two reporting segments as opposed to the three reporting segments it has operated under historically. As such, the Company has restated segment information for the historical periods presented herein to conform to the current presentation. The Infrastructure business comprises both the historic Precast Concrete Products and Steel Products and Measurement (since renamed “Steel Products”) reporting segments. The operating results of the Company’s reportable segments were as follows for the periods presented: Three Months Ended June 30, 2024 Three Months Ended June 30, 2023 Net Sales Segment Operating Income Net Sales Segment Operating Income Rail, Technologies, and Services $ 85,594 $ 5,431 $ 91,616 $ 6,627 Infrastructure Solutions 55,202 3,618 56,418 2,752 Total $ 140,796 $ 9,049 $ 148,034 $ 9,379 Six Months Ended June 30, 2024 Six Months Ended June 30, 2023 Net Sales Segment Operating Income Net Sales Segment Operating Income Rail, Technologies, and Services $ 168,217 $ 12,209 $ 156,000 $ 9,015 Infrastructure Solutions 96,899 2,225 107,522 2,396 Total $ 265,116 $ 14,434 $ 263,522 $ 11,411 Segment income from operations, as shown above, includes allocated corporate operating expenses. Allocated corporate operating expenses include costs associated with central services such as quality, logistics, environmental health and safety, information technology, insurance, and human resources. Other corporate functional costs that are associated with the operating segments are also allocated to the segments such as finance, marketing, credit and collections, and treasury functions. Operating expenses related to corporate headquarter functions were allocated to each segment based on segment headcount, revenue contribution, or activity of the 11 Table of Contents business units within the segments, based on the corporate activity type provided to the segment. Management believes the allocation of corporate operating expenses provides an accurate presentation of how the segments utilize corporate support activities. This provides the CODM meaningful segment profitability information to support operating decisions and the allocation of resources. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies found in Note 1 Significant Accounting Policies of the Notes to the Company’s Consolidated Financial Statements contained in its Annual Report on Form 10-K for the year ended December 31, 2023. During the quarter, the Company divested an ancillary property within the Steel Products business unit for total proceeds of $ 1,300 generating an $ 815 gain on sale recorded in “Cost of goods sold” for the three months ended June 30, 2024 which has been included in the Infrastructure segment's operating income. Certain corporate costs are separately managed on a consolidated basis and are not allocated to the operating segments. These corporate costs include public company costs such as listing fees, audit fees, compliance costs, and Board of Directors fees. Additionally, certain corporate executive management costs, including costs of the corporate executive leadership team, and corporate management stock-based compensation expenses are not allocated to the operating segments. Finally, interest expense, income taxes, and certain other items included in other income and expense which are managed on a consolidated basis are not allocated to the operating segments. The following table demonstrates a reconciliation of reportable segment net profit to the Company’s consolidated total for the periods presented: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Income from operations: Total segment operating income $ 9,049 $ 9,379 $ 14,434 $ 11,411 Interest expense - net ( 1,493 ) ( 1,574 ) ( 2,618 ) ( 2,962 ) Other income (expense) - net 152 ( 719 ) 3,688 ( 2,546 ) Public company costs ( 1,621 ) ( 1,217 ) ( 2,840 ) ( 1,873 ) Corporate executive management costs ( 1,885 ) ( 1,155 ) ( 3,292 ) ( 1,521 ) Corporate management stock-based compensation ( 880 ) ( 604 ) ( 1,479 ) ( 1,148 ) Other ( 159 ) ( 54 ) ( 36 ) ( 17 ) Income before income taxes $ 3,163 $ 4,056 $ 7,857 $ 1,344 Depreciation/Amortization: Total segment depreciation/amortization $ 3,018 $ 3,412 $ 6,151 $ 6,841 Corporate depreciation/amortization 467 447 925 888 Depreciation/amortization $ 3,485 $ 3,859 $ 7,076 $ 7,729 Expenditures for Long-Lived Assets: Total segment expenditures for long-lived assets $ 1,480 $ 708 $ 3,629 $ 1,066 Corporate expenditures for long-lived assets 574 88 717 429 Expenditures for long-lived assets $ 2,054 $ 796 $ 4,346 $ 1,495 The following table illustrates assets of the Company by reportable segment for the periods presented: June 30, 2024 December 31, 2023 Rail, Technologies, and Services $ 174,486 $ 157,023 Infrastructure Solutions 129,769 130,667 Unallocated corporate assets 29,006 25,516 Total $ 333,261 $ 313,206 On March 30, 2023, the Company sold substantially all the operating assets of its Chemtec Energy Services LLC (“Chemtec”) business for $ 5,344 in proceeds generating a $ 2,065 loss on sale, recorded in “Other (income) expense - net” for the six months ended June 30, 2023. The Chemtec business was reported in the Steel Products business unit in the Infrastructure segment. 12 Table of Contents On June 30, 2023, the Company sold substantially all the operating assets of the prestressed concrete railroad tie business operated by its wholly-owned subsidiary, CXT Incorporated (“Ties”), located in Spokane, WA, for $ 2,362 in proceeds, generating a $ 1,009 loss on the sale, which was recorded in “Other expense (income) - net” for the three and six months ended June 30, 2023. The Ties business was reported in the Rail Products business unit within the Rail segment. On August 30, 2023, the Company announced the discontinuation of its Bridge Products grid deck product line (“Bridge Exit”) which was reported in the Steel Products business unit within the Infrastructure segment. The decision to exit the bridge grid deck product line was a result of a weak bridge grid deck market condition and outlook due to customer adoption of newer technologies replacing the grid deck solution. The Company continues to operate its bridge forms product line which is a newer technology and not subject to the same challenging market conditions. The Bedford, PA based operations supporting the discontinued bridge grid deck product line expects to complete any remaining customer obligations during 2024. For the three months ended June 30, 2024 and 2023, the discontinued product line had $ 1,157 and $ 1,975 in sales, respectively, and for the six months ended June 30, 2024 and 2023, the discontinued product line had $ 1,967 and $ 3,466 in sales, respectively. During the three and six months ended June 30, 2024, the Company incurred an immaterial amount of exit costs, all of which were personnel expenses. The Company does not expect to incur additional material exit costs in the remainder of 2024. Cumulatively, the Company has incurred a total of $ 1,476 in exit costs for the Bridge Exit, which included $ 474 in inventory write-downs, $ 740 in personnel expenses, and $ 262 in other exit costs, which were recorded in “Other (income) expense - net,” the majority of which were incurred in the last six months of 2023. On November 17, 2023, the Company acquired the operating assets of Cougar Mountain Precast, LLC (“Cougar”), located in Caldwell, Idaho, which is a licensed manufacturer of Redi-Rock and natural concrete products for $ 1,644 , subject to hold back payments, to be paid over the next twelve months or utilized to satisfy post-close working capital adjustments or indemnity claims. Cougar has been included in the Precast Concrete Products business unit within the Infrastructure segment. Note 3. Revenue The following table summarizes the Company’s sales by major product and service line for the periods presented: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Rail Products $ 56,323 $ 64,246 $ 109,361 $ 104,475 Global Friction Management 17,438 17,680 31,459 33,499 Technology Services and Solutions 11,833 9,690 27,397 18,026 Rail, Technologies, and Services 85,594 91,616 168,217 156,000 Precast Concrete Products 33,950 33,865 55,041 58,153 Steel Products 21,252 22,553 41,858 49,369 Infrastructure Solutions 55,202 56,418 96,899 107,522 Total net sales $ 140,796 $ 148,034 $ 265,116 $ 263,522 The majority of the Company’s revenue is from products transferred and services rendered to customers at a point in time. The Company recognizes revenue at the point in time at which the customer obtains control of the product or service, which is generally when the product title passes to the customer upon shipment or the service has been rendered to the customer. In limited cases, title does not transfer and revenue is not recognized until the customer has received the products at a designated physical location. 13 Table of Contents Net sales by the timing of the transfer of goods and services was as follows for the periods presented: Three Months Ended June 30, 2024 Rail, Technologies, and Services Infrastructure Solutions Total Point in time $ 69,923 $ 35,127 $ 105,050 Over time 15,671 20,075 35,746 Total net sales $ 85,594 $ 55,202 $ 140,796 Three Months Ended June 30, 2023 Rail, Technologies, and Services Infrastructure Solutions Total Point in time $ 75,923 $ 34,947 $ 110,870 Over time 15,693 21,471 37,164 Total net sales $ 91,616 $ 56,418 $ 148,034 Six Months Ended June 30, 2024 Rail, Technologies, and Services Infrastructure Solutions Total Point in time $ 135,462 $ 64,784 $ 200,246 Over time 32,755 32,115 64,870 Total net sales $ 168,217 $ 96,899 $ 265,116 Six Months Ended June 30, 2023 Rail, Technologies, and Services Infrastructure Solutions Total Point in time $ 129,757 $ 64,075 $ 193,832 Over time 26,243 43,447 69,690 Total net sales $ 156,000 $ 107,522 $ 263,522 The Company’s performance obligations under long-term agreements with its customers are generally satisfied over time. Over time revenue is primarily comprised of transit infrastructure and technology services and solutions projects within the Rail segment, precast concrete buildings within the Precast Concrete Products division in the Infrastructure segment, and long-term bridge projects and custom precision metering systems within the Steel Products division in the Infrastructure segment. Revenue under these long-term agreements is generally recognized over time, either using an input measure based upon the proportion of actual costs incurred to estimated total project costs or an input measure based upon actual labor costs as a percentage of estimated total labor costs, depending upon which measure the Company believes best depicts the Company’s performance to date under the terms of the contract, or an output method, specifically units delivered, based upon certain customer acceptance and delivery requirements. The use of an input or an output measure to recognize revenue is determined based on what is most appropriate given the nature of the work performed and terms of the associated agreement. Accounting for these long-term agreements involves the use of various techniques to estimate total revenues and costs. The Company estimates profit on these long-term agreements as the difference between total estimated revenues and expected costs to complete a contract and recognizes that profit over the life of the contract. As a result of management's reviews of contract-related estimates the Company makes adjustments to contract estimates that impact our revenue and profit totals. Changes in estimates are primarily attributed to updated considerations, including economic conditions and historic contract patterns, resulting in changes to anticipated revenue from existing contracts. During the three and six months ended June 30, 2024, reductions to net sales stemming from changes in actual and expected values of certain commercial contracts and settlements of such contracts were $ 1,477 . Such adjustments were $ 1,035 and $ 1,428 during the three and six months ended June 30, 2023, respectively. The Company’s estimates related to these long-term agreements are further described in Note 4 Revenue of the Notes to the Company’s Consolidated Financial Statements contained in its Annual Report on Form 10-K for the year ended December 31, 2023. 14 Table of Contents R evenue recognized over time was as follows for the periods presented: Three Months Ended June 30, Percentage of Total Net Sales Three Months Ended June 30, 2024 2023 2024 2023 Over time input method $ 15,864 $ 15,724 11.3 % 10.6 % Over time output method 19,882 21,440 14.1 14.5 Total over time sales $ 35,746 $ 37,164 25.4 % 25.1 % Six Months Ended June 30, Percentage of Total Net Sales Six Months Ended June 30, 2024 2023 2024 2023 Over time input method $ 29,007 $ 31,935 10.9 % 12.1 % Over time output method 35,863 37,755 13.5 14.3 Total over time sales $ 64,870 $ 69,690 24.5 % 26.4 % The timing of revenue recognition, billings, and cash collections results in billed receivables, costs in excess of billings (included in “Contract assets - net”), and billings in excess of costs (contract liabilities), included in “Deferred revenue” within the Condensed Consolidated Balance Sheets. The following table sets forth the Company’s contract assets: Contract Assets Balance as of December 31, 2023 $ 29,489 Net additions to contract assets 6,223 Transfers from contract asset balance to accounts receivable ( 15,150 ) Balance as of June 30, 2024 $ 20,562 The following table sets forth the Company’s contract liabilities: Contract Liabilities Balance as of December 31, 2023 $ 2,189 Revenue recognized from contract liabilities ( 1,023 ) Increase in billings in excess of cost, excluding revenue recognized 388 Other adjustments ( 55 ) Balance as of June 30, 2024 $ 1,499 The Company has established policies regarding allowance for credit losses associated with contract assets, which includes standalone reserve assessments for its long term, complex contracts as needed as well as detailed regular review and updates to contract margins, progress, and value. A standard reserve threshold is applied to contract assets related to short term, less complex contracts. Management also regularly reviews collection patterns and future expected collections and makes necessary revisions to allowance for credit losses related to contract assets. As of June 30, 2024, the Company had approximately $ 249,805 of remaining performance obligations, which are also referred to as backlog. Approximately 10.2 % of the June 30, 2024 backlog was related to projects that are anticipated to extend beyond June 30, 2025. Note 4. Goodwill and Other Intangible Assets The following table presents the changes in goodwill balance by reportable segment for the period presented: Rail, Technologies, and Services Infrastructure Solutions Total Balance as of December 31, 2023 $ 20,466 $ 12,121 $ 32,587 Cougar purchase accounting adjustment — ( 445 ) ( 445 ) Foreign currency translation impact ( 123 ) — ( 123 ) Balance as of June 30, 2024 $ 20,343 $ 11,676 $ 32,019 15 Table of Contents On November 17, 2023, the Company acquired the operating assets of Cougar Mountain Precast, LLC, for which all purchase accounting adjustments were finalized as of March 31, 2024. Purchase accounting finalization during the first quarter of 2024 included adjustments to record $ 429 of gross intangible assets for customer relationships with a weighted average amortization period of 5 years. The Company performs goodwill impairment tests annually during the fourth quarter, and also performs interim goodwill impairment tests if it is determined that it is more likely than not that the fair value of a reporting unit is less than the carrying amount. Qualitative factors are assessed to determine whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount, which included the impacts of current economic conditions, including but not limited to labor markets, supply chains, and other inflationary costs. However, these factors can be unpredictable and are subject to change. No interim goodwill impairment test was required as a result of the evaluation of qualitative factors as of June 30, 2024. However, future impairment charges could result if future projections diverge unfavorably from current expectations. The following table sets forth the components of the Company’s intangible assets for the periods presented: June 30, 2024 Weighted Average Amortization Period In Years Gross Carrying Value Accumulated Amortization Net Carrying Amount Patents 10 $ 324 $ ( 204 ) $ 120 Customer relationships 15 28,070 ( 18,620 ) 9,450 Trademarks and trade names 14 7,981 ( 4,918 ) 3,063 Technology 9 32,636 ( 28,414 ) 4,222 Favorable lease 6 327 ( 104 ) 223 $ 69,338 $ ( 52,260 ) $ 17,078 December 31, 2023 Weighted Average Amortization Period In Years Gross Carrying Value Accumulated Amortization Net Carrying Amount Patents 10 $ 335 $ ( 199 ) $ 136 Customer relationships 16 27,712 ( 17,236 ) 10,476 Trademarks and trade names 16 7,989 ( 4,593 ) 3,396 Technology 9 32,658 ( 27,906 ) 4,752 Favorable lease 6 327 ( 77 ) 250 $ 69,021 $ ( 50,011 ) $ 19,010 Note 5. Accounts Receivable Changes in reserves for uncollectible accounts are recorded as part of “Selling and administrative expenses” in the Condensed Consolidated Statements of Operations, and were an expense of $ 134 and $ 256 for the three months ended June 30, 2024 and 2023, respectively, and an expense of $ 529 and $ 411 for the six months ended June 30, 2024 and 2023, respectively. The Company established the allowance for credit losses by calculating the amount to reserve based on the age of a given trade receivable and considering historical collection patterns, bad debt expense experience, expected future trends of collections, current and expected market conditions, and any other relevant subjective adjustments as needed. Management maintains high-quality credit review practices and positive customer relationships that mitigate credit risks. The Company’s reserves are regularly reviewed and revised as necessary. The following table sets forth the Company’s allowance for credit losses: Allowance for Credit Losses Balance as of December 31, 2023 $ 809 Current period provision 529 Write-off against allowance ( 36 ) Balance as of June 30, 2024 $ 1,302 16 Table of Contents Note 6. Inventory Inventory is valued at average cost or net realizable value, whichever is lower. The Company’s components of inventory are summarized in the following table for the periods presented: June 30, 2024 December 31, 2023 Finished goods $ 51,360 $ 44,903 Work-in-process 2,896 4,675 Raw materials 25,830 23,918 Inventories - net $ 80,085 $ 73,496 Note 7. Long-Term Debt and Related Matters Long-term debt consisted of the following: June 30, 2024 December 31, 2023 Revolving credit facility $ 86,615 $ 55,060 Finance leases and financing agreements 558 213 Total 87,173 55,273 Less current maturities ( 167 ) ( 102 ) Long-term portion $ 87,006 $ 55,171 On August 13, 2021, the Company, its domestic subsidiaries, and certain of its Canadian and United Kingdom subsidiaries (collectively, the “Borrowers”), entered into the Fourth Amended and Restated Credit Agreement (the “Credit Agreement”) with PNC Bank, N.A., Citizens Bank, N.A., Wells Fargo Bank, National Association, Bank of America, N.A., and BMO Harris Bank, National Association. The Credit Agreement, as amended, modifies the prior amended revolving credit facility, on terms more favorable to the Company and extends the maturity from April 30, 2024 to August 13, 2026. The Credit Agreement provides for a five-year , revolving credit facility that permits aggregate borrowings of the Borrowers up to $ 130,000 with a sublimit of the equivalent of $ 25,000 U.S. dollars that is available to the Canadian and United Kingdom borrowers in the aggregate. The Credit Agreement’s incremental loan feature permits the Company to increase the available commitments under the facility by up to an additional $ 50,000 subject to the Company’s receipt of increased commitments from existing or new lenders and the satisfaction of certain conditions. On August 12, 2022, the Company entered into a second amendment to its Credit Agreement (the “Second Amendment”) which added an additional tier to the pricing grid and provided for the conversion from LIBOR-based to SOFR-based borrowings. Borrowings under the Credit Agreement, as amended, will bear interest at rates based upon either the base rate or SOFR rate plus applicable margins. The Credit Agreement includes two financial covenants: (a) Maximum Gross Leverage Ratio, defined as the Company’s consolidated Indebtedness (as defined in the Credit Agreement) divided by the Company’s consolidated EBITDA, which must not exceed (i) 3.25 to 1.00 for all testing periods other than during an Acquisition Period (as defined in the Credit Agreement), and (ii) 3.50 to 1.00 for all testing periods occurring during an Acquisition Period, and (b) Minimum Consolidated Fixed Charge Coverage Ratio, defined as the Company’s consolidated EBITDA divided by the Company’s Fixed Charges (as defined in the Credit Agreement), which must be more than 1.05 to 1.00. As of June 30, 2024, the Company was in compliance with the covenants in the Credit Agreement, as amended, and had outstanding letters of credit of approximately $ 2,084 . 17 Table of Contents Note 8. Earnings Per Common Share (Share amounts in thousands) The following table sets forth the computation of basic and diluted earnings per common share for the periods indicated: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Numerator for basic and diluted earnings per common share: Net income attributable to L.B. Foster Company $ 2,847 $ 3,531 $ 7,283 $ 1,379 Denominator: Weighted average shares outstanding 10,793 10,807 10,777 10,800 Denominator for basic earnings per common share 10,793 10,807 10,777 10,800 Effect of dilutive securities: Stock compensation plans 267 71 285 66 Dilutive potential common shares 267 71 285 66 Denominator for diluted earnings per common share - adjusted weighted average shares outstanding 11,060 10,878 11,062 10,866 Basic earnings per common share $ 0.26 $ 0.32 $ 0.68 $ 0.12 Diluted earnings per common share $ 0.26 $ 0.32 $ 0.66 $ 0.12 Note 9. Income Taxes For the three months ended June 30, 2024 and 2023, the Company recorded an income tax expense of $ 346 and $ 563 , respectively, on pre-tax income of $ 3,163 and $ 4,056 , respectively, for an effective income tax rate of 10.9 % and 13.9 %, respectively. For the six months ended June 30, 2024 and 2023, the Company recorded an income tax expense of $ 635 and $ 22 , respectively, on pre-tax income of $ 7,857 and $ 1,344 , respectively, for an effective income tax rate of 8.1 % and 1.6 %, respectively. The Company's effective income tax rate for the three and six months ended June 30, 2024 differed from the federal statutory rate of 21% primarily due to the realization of a portion of its U.S. deferred tax assets previously offset by a valuation allowance. The Company continues to maintain a full valuation allowance against its U.S. deferred tax assets, which is likely to result in significant variability of the effective tax rate in the current year. Changes in pre-tax income projections, combined with the seasonal nature of our businesses, could also impact the effective income tax rate each quarter. Note 10. Stock-Based Compensation The Company recorded stock-based compensation expense of $ 1,314 and $ 945 for the three months ended June 30, 2024 and 2023, respectively, and $ 2,347 and $ 1,829 for the six months ended June 30, 2024 and 2023, respectively, related to restricted stock awards and performance unit awards. As of June 30, 2024, unrecognized compensation expense for awards that the Company expects to vest approximated $ 7,478 . The Company will recognize this unrecognized compensation expense over the upcoming 2.6 years through February 13, 2027. As of June 30, 2024, the Company had stock awards issued pursuant to the 2022 Equity and Incentive Compensation Plan (the “Equity and Incentive Plan”) and its predecessor, the 2006 Omnibus Incentive Compensation Plan (the “Omnibus Plan”). No stock options are outstanding under either the Omnibus Plan or Equity and Incentive Plan and, as such, there was no stock-based compensation expense related to stock options recorded for the June 30, 2024 and 2023. Non-Employee Director Fully-Vested and Restricted Stock Awards Since May 2018, non-employee directors have been awarded shares of the Company’s common stock on each date the non-employee directors were elected at the annual shareholders’ meeting to serve as directors, subject to a one-year vesting requirement. The Deferred Compensation Plan for Non-Employee Directors under the Omnibus Plan and, by amendment, under the Equity and Incentive Compensation Plan, which permits non-employee directors of the Company to defer receipt of earned cash and/or stock compensation for service on the Board into deferred stock units. Restricted Stock and Performance-Based Stock and Share Units Under the Equity and Incentive Compensation Plan and Omnibus Plan, the Company grants certain employees restricted stock and performance-based stock and share units. The forfeitable restricted stock awards granted generally time-vest ratably over a three-year period, unless indicated otherwise by the underlying restricted stock award agreement. Performance unit awards are offered annually under separate three-year long-term incentive programs, unless indicated otherwise by the underlying performance unit award 18 Table of Contents agreement. Performance units are subject to forfeiture and will be converted into common stock based upon the Company’s performance relative to performance measures and conversion multiples as defined in the underlying program. The following table summarizes the restricted stock, deferred stock units, and performance-based stock and share unit activity for the periods presented: Restricted Stock Deferred Stock Units Performance-Based Stock and Share Units Weighted Average Grant Date Fair Value Outstanding as of December 31, 2023 264,970 12,404 560,338 $ 14.10 Granted 90,807 — 86,772 24.69 Vested ( 148,808 ) — ( 29,778 ) 14.01 Adjustment for incentive awards expected to vest — — 110 11.63 Cancelled and forfeited ( 1,000 ) — ( 437 ) 11.62 Outstanding as of June 30, 2024 205,969 12,404 617,005 $ 16.77 Note 11. Fair Value Measurements The Company determines the fair value of assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The fair values are based on assumptions that market participants would use when pricing an asset or liability, including assumptions about risk and the risks inherent in valuation techniques and the inputs to valuations. The fair value hierarchy is based on whether the inputs to valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s own assumptions of what market participants would use. The fair value hierarchy includes three levels of inputs that may be used to measure fair value as described below. Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. The classification of a financial asset or liability within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. SOFR-based interest rate swaps - To reduce the impact of interest rate changes on outstanding variable-rate debt, the Company amended and entered into forward-starting SOFR-based interest rate swaps with notional values totaling $ 20,000 and $ 20,000 effective August 12, 2022 and August 31, 2022, respectively. The fair value of the interest rate swaps are based on market-observable forward interest rates and represents the estimated amount that the Company would pay to terminate the agreements. As such, the swap agreements are classified as Level 2 within the fair value hierarchy. As of June 30, 2024 and December 31, 2023, the interest rate swaps were recorded in “ Other current assets ” when the interest rate swaps’ fair market value are in an asset position, and “Other accrued liabilities” when in a liability position within our Condensed Consolidated Balance Sheets. Fair Value Measurements at Reporting Date Fair Value Measurements at Reporting Date June 30, 2024 Level 1 Level 2 Level 3 December 31, 2023 Level 1 Level 2 Level 3 Interest rate swaps $ 1,146 $ — $ 1,146 $ — $ 1,225 $ — $ 1,225 $ — Total assets $ 1,146 $ — $ 1,146 $ — $ 1,225 $ — $ 1,225 $ — The $ 20,000 interest rate swap agreements that became effective August 2022 are accounted for as cash flow hedges and the objective of the hedges is to offset the expected interest variability on payments associated with the interest rate on our debt. The gains and losses related to the interest rate swaps are reclassified from “Accumulated other comprehensive loss” in our Condensed Consolidated Balance Sheets and included in “Interest expense - net” in our Condensed Consolidated Statements of Operations as the interest expense from our debt is recognized. For the three months ended June 30, 2024 and 2023, the Company recognized interest income of $ 340 and $ 295 , respectively, from interest rate swaps. For the six months ended June 30, 2024 and 2023, the Company recognized interest income of $ 677 and $ 540 respectively, from interest rate swaps. 19 Table of Contents Note 12. Retirement Plans The Company has three retirement plans that cover its hourly and salaried employees in the United States: one defined benefit plan, which is frozen, and two defined contribution plans. Employees are eligible to participate in the appropriate plan based on employment classification. The Company’s contributions to the defined benefit and defined contribution plans are governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the Company’s policy and investment guidelines applicable to each respective plan. The Company’s policy is to contribute at least the minimum in accordance with the funding standards of ERISA. The Company maintains one defined contribution plan for its employees in Canada. In the United Kingdom, the Company maintains two defined contribution plans and a defined benefit plan, which is frozen. On May 23, 2024, the Company’s Board of Directors approved the termination of our frozen L.B. Foster Company Merged Retirement Plan (the “US DB Plan”) and the Portec Rail Products (UK) Limited Pension Scheme (the “UK DB Plan”). The transfer of plan assets and obligations to insurers, and subsequent termination is expected to be completed by June 30, 2025. The Company’s US DB Plan is underfunded as of June 30, 2024, and will require cash payments of approximately $ 2,000 to $ 3,000 to effectuate the termination. The estimated cash payments are subject to change due to changes in market conditions that can impact the return on plan assets that are held by the US DB Plan and the UK DB Plan. The UK DB Plan is fully funded as of June 30, 2024, and we do not expect any additional contributions to be required during the termination process. These plans are discussed in further detail below. United States Defined Benefit Plan Net periodic pension costs were as follows for the periods presented: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Interest cost $ 66 $ 71 $ 132 $ 143 Expected return on plan assets ( 68 ) ( 64 ) ( 136 ) ( 128 ) Recognized net actuarial loss 15 16 30 31 Net periodic pension cost $ 13 $ 23 $ 26 $ 46 The Company has made contributions to its United States defined benefit plan of $ 200 during the six months ended June 30, 2024 and expects to make total contributions of approximately $ 370 during 2024. United Kingdom Defined Benefit Plan Net periodic pension costs were as follows for the periods presented: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Interest cost $ 56 $ 56 $ 112 $ 112 Expected return on plan assets ( 93 ) ( 84 ) ( 186 ) ( 168 ) Amortization of prior service costs and transition amount 6 6 12 12 Recognized net actuarial loss 8 3 16 6 Net periodic pension income $ ( 23 ) $ ( 19 ) $ ( 46 ) $ ( 38 ) United Kingdom regulations require trustees to adopt a prudent approach to funding required contributions to defined benefit pension plans. For the six months ended June 30, 2024, the Company contributed approximately $ 156 to the plan. The Company anticipates total contributions of approximately $ 316 to the United Kingdom pension plan during 2024. Defined Contribution Plans The Company sponsors five defined contribution plans for hourly and salaried employees across its domestic and international facilities. The following table summarizes the expense associated with the contributions made to these plans for the periods presented: 20 Table of Contents Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 United States $ 720 $ 793 $ 1,271 $ 1,407 Canada 34 32 110 94 United Kingdom 287 315 565 576 $ 1,041 $ 1,140 $ 1,946 $ 2,077 Note 13. Commitments and Contingent Liabilities Product Liability Claims The Company is subject to product warranty claims that arise in the ordinary course of its business. For certain manufactured products, the Company maintains a product warranty accrual, which is adjusted on a monthly basis as a percentage of cost of sales. In addition, the product warranty accrual is adjusted periodically based on the identification or resolution of known individual product warranty claims. Union Pacific Railroad (“UPRR”) Concrete Tie Matter On March 13, 2019, the Company and its subsidiary, CXT Incorporated (“CXT”), entered into a Settlement Agreement (the “Settlement Agreement”) with UPRR to resolve the then-pending litigation in the matter of Union Pacific Railroad Company v. L.B. Foster Company and CXT Incorporated , Case No. CI 15-564, in the District Court for Douglas County, Nebraska. Under the Settlement Agreement, the Company and CXT will pay UPRR the aggregate amount of $ 50,000 without pre-judgment interest, which began with a $ 2,000 immediate payment, and with the remaining $ 48,000 paid in installments over a six-year period commencing on the effective date of the Settlement Agreement through December 2024 pursuant to a Promissory Note. Additionally, commencing in January 2019 and through December 2024, UPRR agreed to purchase and has been purchasing from the Company and its subsidiaries and affiliates, a cumulative total amount of $ 48,000 of products and services, targeting $ 8,000 of annual purchases per year beginning March 13, 2019, per letters of intent under the Settlement Agreement. During the third quarter of 2021, in connection with the Company’s divestiture of its Piling Products division, the targeted annual purchases per year have been reduced to $ 6,000 for 2021 through 2024. The Settlement Agreement also includes a mutual release of all claims and liability regarding or relating to all CXT pre-stressed concrete railroad ties with no admission of liability and dismissal of the litigation with prejudice. The expected payment under the UPRR Settlement Agreement for the remainder of the year ending December 31, 2024 is $ 6,000 , upon which the obligation for the Settlement Agreement will be satisfied. Environmental and Legal Proceedings The Company is subject to national, state, foreign, provincial, and/or local laws and regulations relating to the protection of the environment. The Company’s efforts to comply with environmental regulations may have an adverse effect on its future earnings. On June 5, 2017, a General Notice Letter was received from the United States Environmental Protection Agency (“EPA”) indicating that the Company may be a potentially responsible party (“PRP”) regarding the Portland Harbor Superfund Site cleanup along with numerous other companies. More than 140 other companies received such a notice. The Company and a predecessor owned and operated a facility near the harbor site for a period prior to 1982. The net present value and undiscounted costs of the selected remedy throughout the harbor site are estimated by the EPA to be approximately $ 1.1 billion and $ 1.7 billion, respectively, and the remedial work is expected to take as long as 13 years to complete. These costs may increase given that the remedy will not be initiated or completed for several years. The Company is reviewing the basis for its identification by the EPA and the nature of the historic operations of a Company predecessor near the site. Additionally, the Company executed a PRP agreement which provides for a private allocation process among almost 100 PRPs in a working group whose work is ongoing and involves a process that will ultimately conclude a proposed allocation of liability for cleanup of the site and various sub-areas. The Company does not have any individual risk sharing agreements in place with respect to the site, and was only associated with the site from 1976 to when it purchased the stock of a company whose assets it sold in 1982 and which was dissolved in 1994. On March 26, 2020, the EPA issued a Unilateral Administrative Order to two parties requiring them to perform remedial design work for that portion of the Harbor Superfund Site that includes the area closest to the facility; the Company was not a recipient of this Unilateral Administrative Order. The Company cannot predict the ultimate impact of these proceedings because of the large number of PRPs involved throughout the harbor site, the size and extent of the site, the degree of contamination of various wastes, varying environmental impacts throughout the harbor site, the scarcity of data related to the facility once operated by the Company and a predecessor, potential comparative liability between the allocation parties and regarding non-participants, and the speculative nature of the remediation costs. Based upon information currently available, management does not believe that the Company’s alleged PRP status regarding the Portland Harbor Superfund Site or other compliance with the present environmental protection laws will have a material adverse effect on the financial condition , results of operations, cash flows, competitive position, or capital expenditures of the Company. As more information develops and the 21 Table of Contents allocation process is completed, and given the resolution of factors like those described above, an unfavorable resolution could have a material adverse effect. As of June 30, 2024 and December 31, 2023, the Company maintained environmental reserves approximating $ 2,398 and $ 2,417 , respectively. The Company is also subject to other legal proceedings and claims that arise in the ordinary course of its business. Legal actions are subject to inherent uncertainties, and future events could change management’s assessment of the probability or estimated amount of potential losses from pending or threatened legal actions. Based on available information, it is the opinion of management that the ultimate resolution of pending or threatened legal actions, both individually and in the aggregate, will not result in losses having a material adverse effect on the Company’s financial position or liquidity as of June 30, 2024. If management believes that, based on available information, it is at least reasonably possible that a material loss (or additional material loss in excess of any accrual) will be incurred in connection with any legal actions, the Company discloses an estimate of the possible loss or range of loss, either individually or in the aggregate, as appropriate, if such an estimate can be made, or discloses that an estimate cannot be made. Based on the Company’s assessment as of June 30, 2024, no such disclosures were considered necessary. Note 14. Subsequent Events On August 5, 2024, the Board of Directors approved the modification of the Company’s stock repurchase program. The modifications include revising the repurchase program expiration date from February 2026 to February 2025. Additionally, the Board of Directors removed the restriction which previously limited repurchases to $ 5,000 in any trailing 12-month period. The authorized repurchase amount was unchanged at $ 15,000 . As of June 30, 2024, the Company has repurchased stock of $ 4,021 , with $ 10,979 of the original $ 15,000 authorized remaining. Any repurchases will continue to be subject to the Company’s liquidity, including availability of borrowings and covenant compliance under its revolving credit facility, and other capital needs of the business. In August 2024, the Company announced an enterprise restructuring program aligned with its strategy to reduce costs and enable investment in growth platforms. Total restructuring program includes both headcount reductions and attrition and is expected to result in severance and outplacement services charges totaling approximately $ 1,500 . The majority of the restructuring costs will be recorded in the third quarter of 2024 with any remaining costs being recorded in the fourth quarter of 2024. Annual run rate savings are expected to be approximately $ 4,500 with approximately $ 2,000 in savings being realized in 2024. 22 Table of Contents