What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-05-06 compared with 2024-11-07 · 189 added, 330 removed, 387 unchanged (57% of the section changed)

3 unchanged sentences

(In thousands, except share data)

September 30,

2025 December 31,

19 unchanged sentences

Accrued payroll and employee benefits 5,313 15,393

Current portion of accrued settlement (Note 13) 4,000 8,000

Current maturities of long-term debt (Note 7) 151 167

7 unchanged sentences

Common stock, par value $ 0.01 , authorized 20,000,000 shares;

shares issued at September 30, 2024 and December 31, 2023, 11,115,779 ;

shares outstanding at September 30, 2024 and December 31, 2023, 10,657,554 and 10,733,935 , respectively

shares issued at March 31, 2025 and December 31, 2024, 11,115,779 ;

shares outstanding at March 31, 2025 and December 31, 2024, 10,507,469 and 10,573,432 , respectively

Paid-in capital 41,823 43,550

Retained earnings 165,469 167,579

Treasury stock - at cost, 458,225 and 381,844 common stock shares at September 30, 2024 and December 31, 2023, respectively

Treasury stock - at cost, 608,310 and 542,347 common stock shares at March 31, 2025 and December 31, 2024, respectively

( 14,736 ) ( 11,208 )

9 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Sales of goods $ 86,548 $ 104,463

8 unchanged sentences

Amortization expense 1,122 1,217

Operating income 7,323 1,617 17,461 8,856

Operating (loss) income ( 1,923 ) 5,566

Interest expense - net 1,143 1,125

Other (income) expense - net ( 188 ) ( 151 ) ( 525 ) 2,782

Income before income taxes 6,153 326 14,010 1,670

Income tax benefit ( 29,745 ) ( 121 ) ( 29,110 ) ( 99 )

Net income 35,898 447 43,120 1,769

Other income - net ( 318 ) ( 253 )

(Loss) income before income taxes ( 2,748 ) 4,694

Income tax (benefit) expense ( 631 ) 289

Net (loss) income ( 2,117 ) 4,405

Net loss attributable to noncontrolling interest ( 7 ) ( 31 )

Net income attributable to L.B.

Net (loss) income attributable to L.B.

Foster Company $ ( 2,110 ) $ 4,436

1 unchanged sentence

Foster shareholders:

Basic earnings per common share $ 3.35 $ 0.05 $ 4.01 $ 0.18

Diluted earnings per common share $ 3.27 $ 0.05 $ 3.91 $ 0.17

Basic (loss) earnings per common share $ ( 0.20 ) $ 0.41

Diluted (loss) earnings per common share $ ( 0.20 ) $ 0.40

Basic weighted average shares outstanding 10,540 10,762

2 unchanged sentences

FOSTER COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(In thousands)

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Net income $ 35,898 $ 447 $ 43,120 $ 1,769

Other comprehensive income (loss), net of tax:

Net (loss) income $ ( 2,117 ) $ 4,405

Other comprehensive (loss) income, net of tax:

Foreign currency translation adjustment 103 ( 1,497 )

Unrealized (loss) gain on cash flow hedges, net of tax expense of $ 0

( 698 ) 1 ( 778 ) 79

Reclassification of pension liability adjustments to earnings, net of tax expense of $ 0 and $ 4 , respectively*

Total comprehensive income (loss) 36,600 ( 1,161 ) 41,827 2,823

Less comprehensive (loss) income attributable to noncontrolling interest:

Total comprehensive (loss) income ( 2,280 ) 3,039

Less comprehensive loss attributable to noncontrolling interest:

Net loss attributable to noncontrolling interest ( 7 ) ( 31 )

1 unchanged sentence

Amounts attributable to noncontrolling interest 109 ( 48 )

Comprehensive income (loss) attributable to L.B.

Comprehensive (loss) income attributable to L.B.

Foster Company $ ( 2,389 ) $ 3,087

4 unchanged sentences

(In thousands)

Nine Months Ended

September 30,

Three Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income $ 43,120 $ 1,769

Adjustments to reconcile net income to cash used in operating activities:

Net (loss) income $ ( 2,117 ) $ 4,405

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

Deferred income taxes ( 766 ) ( 41 )

1 unchanged sentence

Amortization 1,122 1,217

Equity in loss of nonconsolidated investments 6 6

Equity in income of nonconsolidated investments ( 54 ) —

Gain on sales and disposals of property, plant, and equipment — ( 3,574 )

Stock-based compensation 834 1,033

Loss on asset divestitures — 3,074

Change in operating assets and liabilities:

7 unchanged sentences

Accrued payroll and employee benefits ( 10,129 ) ( 11,599 )

Accrued settlement ( 4,000 ) ( 4,000 )

Other current liabilities ( 2,613 ) ( 1,807 )

Other long-term liabilities 5,827 ( 1,395 )

Net cash (used in) provided by operating activities ( 1,653 ) 15,310

Net cash used in operating activities ( 26,136 ) ( 21,444 )

CASH FLOWS FROM INVESTING ACTIVITIES:

1 unchanged sentence

Capital expenditures on property, plant, and equipment ( 2,575 ) ( 2,712 )

Proceeds from business dispositions — 7,706

Acquisitions, net of cash acquired — 337

Net cash (used in) provided by investing activities ( 2,575 ) 789

3 unchanged sentences

Treasury stock acquisitions ( 6,071 ) ( 1,613 )

Investment of noncontrolling interest — 334

Net cash provided by (used in) financing activities 6,420 ( 21,121 )

Net cash provided by financing activities 28,820 21,298

Effect of exchange rate changes on cash and cash equivalents 49 ( 55 )

4 unchanged sentences

Interest paid $ 1,010 $ 992

Income taxes paid (received) $ 1,596 $ ( 271 )

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

FOSTER COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Dollars in thousands)

Three Months Ended September 30, 2024

Stock Paid-in

Capital Retained

Earnings Treasury

Stock Accumulated Other

Comprehensive Loss Noncontrolling

Interest Total Stockholders’

Balance, June 30, 2024 $ 111 $ 42,612 $ 131,916 $ ( 6,405 ) $ ( 21,156 ) $ 574 $ 147,652

Net income (loss) — — 35,905 — — ( 7 ) 35,898

Other comprehensive income (loss), net of tax:

Pension liability adjustment — — — — 24 — 24

Foreign currency translation adjustment — — — — 1,358 18 1,376

Unrealized derivative loss on cash flow hedges — — — — ( 698 ) — ( 698 )

Purchase of 126,688 common shares for treasury

— — — ( 2,623 ) — — ( 2,623 )

Issuance of 1,206 common shares, net of shares withheld for taxes

— ( 15 ) — 34 — — 19

Stock-based compensation — 788 — — — — 788

Balance, September 30, 2024 $ 111 $ 43,385 $ 167,821 $ ( 8,994 ) $ ( 20,472 ) $ 585 $ 182,436

Three Months Ended September 30, 2023

Stock Paid-in

Capital Retained

Earnings Treasury

Stock Accumulated Other

Comprehensive Loss Noncontrolling

Interest Total Stockholders’

Balance, June 30, 2023 $ 111 $ 40,919 $ 124,548 $ ( 4,846 ) $ ( 18,536 ) $ 396 $ 142,592

Net income (loss) — — 515 — — ( 68 ) 447

Other comprehensive income, net of tax:

Pension liability adjustment — — — — 42 — 42

Foreign currency translation adjustment — — — — ( 1,630 ) ( 21 ) ( 1,651 )

Unrealized derivative loss on cash flow hedges — — — — 1 — 1

Purchase of 12,102 common shares for treasury

— — — ( 216 ) — — ( 216 )

Issuance of 0 common shares, net of shares withheld for taxes

— ( 15 ) — — — — ( 15 )

Stock-based compensation — 928 — — — — 928

Balance, September 30, 2023 $ 111 $ 41,832 $ 125,063 $ ( 5,062 ) $ ( 20,123 ) $ 307 $ 142,128

Income taxes paid $ 341 $ 303

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

2 unchanged sentences

(Dollars in thousands)

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Stock Paid-in

5 unchanged sentences

Balance, December 31, 2024 $ 111 $ 43,550 $ 167,579 $ ( 11,208 ) $ ( 21,716 ) $ 698 $ 179,014

Net income (loss) — — 43,188 — — ( 68 ) 43,120

Net loss — — ( 2,110 ) — — ( 7 ) ( 2,117 )

Other comprehensive loss, net of tax:

Pension liability adjustment — — — — 75 — 75

Foreign currency translation adjustment — — — — 103 116 219

5 unchanged sentences

Stock-based compensation — 834 — — — — 834

Investment of noncontrolling interest — 374 — — — — 374

Balance, September 30, 2024 $ 111 $ 43,385 $ 167,821 $ ( 8,994 ) $ ( 20,472 ) $ 585 $ 182,436

Nine Months Ended September 30, 2023

Balance, March 31, 2025 $ 111 $ 41,823 $ 165,469 $ ( 14,736 ) $ ( 21,879 ) $ 807 $ 171,595

Three Months Ended March 31, 2024

Stock Paid-in

15 unchanged sentences

Stock-based compensation — 1,033 — — — — 1,033

Balance, September 30, 2023 $ 111 $ 41,832 $ 125,063 $ ( 5,062 ) $ ( 20,123 ) $ 307 $ 142,128

Balance, March 31, 2024 $ 111 $ 41,866 $ 129,069 $ ( 5,829 ) $ ( 20,616 ) $ 676 $ 145,277

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

7 unchanged sentences

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 nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

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/A for the year ended December 31, 2023.

Foster Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

In this Quarterly Report on Form 10-Q, references to “we,” “us,” “our,” and the “Company” refer collectively to L.B.

4 unchanged sentences

ASU 2023-07 also requires entities to disclose the title and position of the CODM and an explanation of how the CODM uses reported measures of segment operating income or loss to assess performance and allocate resources.

The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 with early adoption permitted.

The Company expects ASU 2023-07 to only impact its disclosures with no impacts to its consolidated financial condition, results of operations, and cash flows.

The Company adopted this guidance for the interim period ended March 31, 2025 and applied the guidance retrospectively to all periods presented in the financial statements contained in this Quarterly Report on Form 10-Q.

The expanded disclosures of the provision of ASU 2023-07 are included in Note 2.

ASU 2023-07 affects only disclosures with no impacts to the Company’s financial condition, results of operations, and cash flows.

In December 2023, the FASB issued Accounting Standards Update 2023-09, Income Taxes (Topic 740):

3 unchanged sentences

The Company is currently evaluating the impact of ASU 2023-09, but expects this ASU to only impact its disclosures with no impacts to its consolidated financial condition, results of operations, and cash flows.

Correction of Immaterial Errors in Previously Issued Condensed Consolidated Financial Statements

As previously announced in the Company’s Annual Report on Form 10-K/A filed with the SEC on November 1, 2024, the Company identified an immaterial error related to the classification of $ 1,068 of costs associated with exit of the bridge grid deck product line (the “Bridge Exit”) that were erroneously excluded from the Company’s “Operating income,” as reported in the Company’s Condensed Consolidated Statement of Operations.

The Company has corrected this immaterial error and other immaterial errors for the three and nine months ended September 30, 2023.

The impact of these adjustments are shown in the tables below.

Note only line items that were impacted by the immaterial error corrections detailed above are included below.

Three Months Ended September 30, 2023

As Previously Reported Adjustments As Revised

Cost of goods sold $ 103,061 $ 807 $ 103,868

Total cost of sales 117,121 807 117,928

Gross profit 28,224 ( 807 ) 27,417

Selling and administrative expenses 24,160 261 24,421

Operating income 2,685 ( 1,068 ) 1,617

Other expense (income) - net 917 ( 1,068 ) ( 151 )

Nine Months Ended September 30, 2023

As Previously Reported Adjustments As Revised

Cost of goods sold $ 282,195 $ 432 $ 282,627

Total cost of sales 325,100 432 325,532

Gross profit 83,767 ( 432 ) 83,335

Selling and administrative expenses 70,111 249 70,360

Operating income 9,537 ( 681 ) 8,856

Other expense - net

3,463 ( 681 ) 2,782

The correction of immaterial errors to the Unaudited Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2023 did not change “Income before income taxes,” “Income tax benefit,” or “Net income.” Where appropriate, the financial disclosures in the footnotes to the Unaudited Condensed Consolidated Financial Statements impacted by the correction of these immaterial errors have been updated.

In November 2024, the FASB issued Accounting Standards Update 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”), which requires entities to provide more detailed disaggregation of expenses in the income statement, focusing on the nature of the expenses rather than their function.

The new disclosures will require public business entities to disclose in the notes to the financial statements, at each interim and annual reporting period, specific information about certain costs and expenses, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each expense caption presented on the face of the income statement, and the total amount of an entity's selling expenses.

The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, and may be applied either prospectively or retrospectively.

Early adoption is permitted.

The Company is currently evaluating the impact of adopting this guidance on the consolidated financial statements.

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/A for the year ended December 31, 2023.

The Company is organized and operates in two reporting segments:

The Company determines its operating segments based on how the Company's Chief Operating Decision Maker, the Company's President and Chief Executive Officer, manages the businesses, including resource allocation and operating decisions.

The Company is organized into two operating segments, which represent the individual businesses that are run separately within this operational structure.

Operating segments are evaluated on their segment operating income contribution to the Company’s consolidated results.

The Company considers the aggregation of operating segments into reporting segments based on the nature of offerings, nature of production services, the type or class of customer for products and services, methods used to distribute products and services, and economic and regulatory environment conditions.

The Company has two reportable 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

September 30, 2024 Three Months Ended

September 30, 2023

Net Sales Segment Operating Income Net Sales Segment Operating Income

Rail, Technologies, and Services $ 79,498 $ 4,933 $ 86,866 $ 3,866

Infrastructure Solutions 57,968 5,110 58,479 799

Total $ 137,466 $ 10,043 $ 145,345 $ 4,665

Nine Months Ended

September 30, 2024 Nine Months Ended

September 30, 2023

Net Sales Segment Operating Income Net Sales Segment Operating Income

Rail, Technologies, and Services $ 247,715 $ 17,212 $ 242,866 $ 13,231

Infrastructure Solutions 154,867 7,345 166,001 3,232

Total $ 402,582 $ 24,557 $ 408,867 $ 16,463

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.

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 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.

The CODM uses segment operating income to determine resources to allocate to each segment (including personnel and financial resources) during the annual budgeting process.

The CODM evaluates segment performance regularly by comparing the segment operating income to the budgeted measure.

Segment operating income includes reportable segment gross profit and direct expenses such as salaries, benefits, restructuring, research and development, professional and purchased services expenditures, amortization expense, bad debt expense, and other segment expenses.

Additionally, segment operating income includes allocated corporate operating expenses 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

business units within the segments, based on the corporate activity type provided to the segment.

Operating expenses related to corporate headquarter functions are allocated to each segment based on segment headcount, revenue contribution, or activity of the 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/A for the year ended December 31, 2023.

During the nine months ended September 30, 2024, the Company sold 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 nine months ended September 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.

These corporate costs include public company costs such as listing fees, audit fees, compliance costs, insurance 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.

During the nine months ended September 30, 2024, the Company sold a former joint venture facility located in Magnolia, Texas generating a $ 3,477 gain on sale recorded in “(Gain) on sale of former joint venture facility ” which is included as a component of corporate operating income.

The following table demonstrates a reconciliation of reportable segment net profit to the Company’s consolidated total for the periods presented:

Finally, interest expense, income taxes, and certain other items included in other income - net, which are managed on a consolidated basis, are not allocated to the operating segments.

The operating results of the Company’s reportable segments were as follows for the periods presented:

Three Months Ended

September 30, Nine Months Ended

September 30,

March 31, 2025

Rail, Technologies, and Services Infrastructure Solutions Total

Net sales $ 54,015 $ 43,777 $ 97,792

Cost of sales ( 41,986 ) ( 35,655 ) ( 77,641 )

Selling and administrative employment costs ( 7,399 ) ( 5,564 ) ( 12,963 )

Purchased services (1)

( 1,673 ) ( 1,358 ) ( 3,031 )

Income from operations:

General administrative costs (2)

( 1,993 ) ( 1,342 ) ( 3,335 )

Amortization expense ( 820 ) ( 302 ) ( 1,122 )

Segment operating income (loss) $ 144 $ ( 444 ) $ ( 300 )

Reconciliation of segment operating loss

Total segment operating loss $ ( 300 )

Interest expense - net ( 1,143 )

Other income - net 318

Public company costs ( 1,154 )

Corporate executive management costs ( 220 )

Corporate management stock-based compensation ( 278 )

Other corporate expenses - net 29

Loss before income taxes $ ( 2,748 )

(1) Purchased services costs include contractor services, insurance expenditures, rental expense, and legal services.

(2) General administrative costs generally include office supplies, utilities, advertising, bad debt expense, depreciation and restructuring expenditures.

Three Months Ended

March 31, 2024

Rail, Technologies, and Services Infrastructure Solutions Total

Net sales $ 82,623 $ 41,697 $ 124,320

Cost of sales ( 64,052 ) ( 34,092 ) ( 98,144 )

Selling and administrative employment costs ( 7,482 ) ( 5,818 ) ( 13,300 )

Purchased services (1)

( 1,939 ) ( 1,578 ) ( 3,517 )

General administrative costs (2)

( 1,501 ) ( 1,251 ) ( 2,752 )

Amortization expense ( 871 ) ( 346 ) ( 1,217 )

Segment operating income (loss) $ 6,778 $ ( 1,388 ) $ 5,390

Reconciliation of segment operating income

Total segment operating income $ 5,390

1 unchanged sentence

Interest expense - net ( 1,125 )

Other income (expense) - net 188 151 525 ( 2,782 )

Other income - net 253

Public company costs ( 1,219 )

1 unchanged sentence

Corporate management stock-based compensation ( 599 )

Other ( 215 ) ( 330 ) ( 457 ) ( 347 )

Other corporate expenses ( 76 )

Income before income taxes $ 4,694

Depreciation/Amortization:

Total segment depreciation/amortization $ 3,019 $ 3,373 $ 9,172 $ 10,214

Corporate depreciation/amortization 467 466 1,390 1,354

Depreciation/amortization $ 3,486 $ 3,839 $ 10,562 $ 11,568

Expenditures for Long-Lived Assets:

Total segment expenditures for long-lived assets $ 2,816 $ 879 $ 6,865 $ 1,945

Corporate expenditures for long-lived assets 251 410 969 839

Expenditures for long-lived assets $ 3,067 $ 1,289 $ 7,834 $ 2,784

The following table illustrates assets of the Company by reportable segment for the periods presented:

September 30,

(1) Purchased services costs include contractor services, insurance expenditures, rental expense, and legal services.

(2) General administrative costs generally include office supplies, utilities, advertising, bad debt expense, depreciation and restructuring expenditures.

For the three months ended March 31, 2024, the Company sold a former joint venture facility located in Magnolia, Texas, generating a $ 3,477 gain on sale recorded in “Gain on sale of former joint venture facility” which is included as a component of corporate operating income.

Reconciliations of reportable depreciation and amortization and expenditures for long-lived assets to the Company’s consolidated totals are as follows for the periods ended March 31:

Three Months Ended

March 31, 2025

Depreciation/Amortization Expenditures for Long-Lived Assets

Rail, Technologies, and Services $ 1,168 $ 427

Infrastructure Solutions 1,764 2,038

Reportable segments total $ 2,932 $ 2,465

Corporate 495 110

Total $ 3,427 $ 2,575

Three Months Ended

March 31, 2024

Depreciation/Amortization Expenditures for Long-Lived Assets

Rail, Technologies, and Services $ 1,221 $ 536

Infrastructure Solutions 1,911 2,033

Reportable segments total $ 3,132 $ 2,569

Corporate 459 143

Total $ 3,591 $ 2,712

The following table summarizes the Company's total assets by reportable segment for the following periods:

2025 December 31,

1 unchanged sentence

Infrastructure Solutions 131,689 123,755

Unallocated corporate assets 57,395 25,516

Reportable segments total 281,022 282,614

Corporate 61,804 51,936

Total $ 342,826 $ 334,550

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 nine months ended September 30, 2023.

The Chemtec business was reported in the Steel Products business unit in the Infrastructure segment.

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 (income) expense - net” for the nine months ended September 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 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 expect to complete any remaining customer obligations during 2025.

The discontinued product line had sales of $ 921 and $ 283 for the three months ended September 30, 2024 and 2023, respectively, and $ 2,888 and $ 3,749 for the nine months ended September 30, 2024 and 2023, respectively.

During the three and nine months ended September 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 and $ 740 in personnel expenses, both of which were recorded in “Cost of goods sold,” as well as $ 262 in other exit costs, which were recorded in “Selling and administrative expenses.” The majority of such expenses were incurred in the last six months of 2023 and paid in early 2024.

On November 17, 2023, the Company acquired the operating assets of Caldwell, Idaho based Cougar Mountain Precast, LLC (“Cougar”), a licensed manufacturer and seller of Redi-Rock® products for $ 1,644 , subject to hold back amount equal to $ 160 to be paid twelve months following the closing 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.

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 Infrastructure.

The Bedford, PA based operations supporting the product line expect to complete any remaining customer obligations in 2025.

For the three months ended March 31, 2025 and 2024, the product line had $ 501 and $ 810 in sales, respectively.

The Company does not expect to incur additional material exit costs in 2025.

The following table summarizes the Company’s sales by major product and service line for the periods presented:

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Rail Products $ 29,319 $ 53,038

10 unchanged sentences

Net sales by the timing of the transfer of goods and services was as follows for the periods presented:

Three Months Ended September 30, 2024

Rail, Technologies, and Services Infrastructure Solutions Total

Point in time $ 62,717 $ 33,462 $ 96,179

Over time 16,781 24,506 41,287

Total net sales $ 79,498 $ 57,968 $ 137,466

Three Months Ended September 30, 2023

Rail, Technologies, and Services Infrastructure Solutions Total

Point in time $ 72,246 $ 38,534 $ 110,780

Over time 14,620 19,945 34,565

Total net sales $ 86,866 $ 58,479 $ 145,345

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Rail, Technologies, and Services Infrastructure Solutions Total

2 unchanged sentences

Total net sales $ 54,015 $ 43,777 $ 97,792

Nine Months Ended September 30, 2023

Three Months Ended March 31, 2024

Rail, Technologies, and Services Infrastructure Solutions Total

3 unchanged sentences

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 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.

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 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.

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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 nine months ended September 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 ;

there were no such changes in actual or expected values during the three months ended September 30, 2024.

Such adjustments were $ 3,996 and $ 5,424 during the three and nine months ended September 30, 2023, respectively, including $ 1,977 related to the Bridge Exit in both the three and nine month periods last year.

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/A for the year ended December 31, 2023.

During the three months ended March 31, 2025 and March 31, 2024, reductions to net sales stemming from changes in actual and expected values of certain commercial contracts and settlements of such contracts were not significant.

The Company’s estimates related to these long-term agreements are further described in “Note 3.

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, 2024.

Revenue recognized over time was as follows for the periods presented:

Three Months Ended

September 30, Percentage of Total Net Sales

Three Months Ended September 30,

2024 2023 2024 2023

Over time input method $ 15,020 $ 12,642 10.9 % 8.7 %

Over time output method 26,267 21,923 19.1 15.1

Total over time sales $ 41,287 $ 34,565 30.0 % 23.8 %

Nine Months Ended

September 30, Percentage of Total Net Sales

Nine Months Ended September 30,

March 31, Percentage of Total Net Sales

Three Months Ended March 31,

2025 2024 2025 2024

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Transfers from contract asset balance to accounts receivable ( 5,296 )

Balance as of September 30, 2024

Balance as of March 31, 2025

The following table sets forth the Company’s contract liabilities:

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Increase in billings in excess of cost, excluding revenue recognized 599

Other adjustments ( 317 )

Balance as of September 30, 2024

Balance as of March 31, 2025

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.

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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 September 30, 2024, the Company had approximately $ 209,005 of remaining performance obligations, which are also referred to as backlog.

Approximately 12.5 % of the September 30, 2024 backlog was related to projects that are anticipated to extend beyond September 30, 2025.

As of March 31, 2025, the Company had approximately $ 237,215 of remaining performance obligations, which is also referred to as backlog.

Approximately 10.1 % of the March 31, 2025 backlog was related to projects that are anticipated to extend beyond March 31, 2026.

Goodwill and Other Intangible Assets

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Balance as of December 31, 2024 $ 20,231 $ 11,676 $ 31,907

Cougar purchase accounting adjustment — ( 445 ) ( 445 )

Foreign currency translation impact 451 — 451

Balance as of September 30, 2024 $ 21,204 $ 11,676 $ 32,880

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.

Balance as of March 31, 2025 $ 20,682 $ 11,676 $ 32,358

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.

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 includes the impacts of current economic conditions, including but not limited to concerns related to inflation, tariffs, labor markets, supply chains, and changes in trade policy.

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 September 30, 2024.

No interim goodwill impairment test was required as a result of the evaluation of qualitative factors as of March 31, 2025.

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:

September 30, 2024

March 31, 2025

Weighted Average

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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 $ 0 and $ 732 for the three months ended September 30, 2024 and 2023, respectively, and an expense of $ 529 and $ 1,174 for the nine months ended September 30, 2024 and 2023, respectively.

The changes in reserves for uncollectible accounts are net of recoveries of previous write-offs of $ 263 for the three and nine months ended September 30, 2024.

Changes in reserves for uncollectible accounts are recorded as part of “Selling and administrative expenses” in the Condensed Consolidated Statements of Operations, and a net expense was recorded of $ 191 and $ 396 for the three months ended March 31, 2025 and 2024, respectively.

The changes in reserves for uncollectible accounts are net of recoveries of previous write-offs of $ 203 for the three months ended March 31, 2025.

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.

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Balance as of December 31, 2024 $ 1,127

Additions to the current period provision 792

Current period provision 394

Write-off against allowance ( 6 )

Recoveries of previous write-offs ( 203 )

Balance as of September 30, 2024 $ 1,302

Balance as of March 31, 2025 $ 1,312

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:

September 30,

2025 December 31,

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Long-term debt consisted of the following:

September 30,

2025 December 31,

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(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 September 30, 2024, the Company was in compliance with the covenants in the Credit Agreement, as amended, and had outstanding letters of credit of approximately $ 2,264 .

Earnings Per Common Share

As of March 31, 2025, the Company was in compliance with the covenants in the Credit Agreement, as amended, and had outstanding letters of credit of approximately $ 755 .

(Loss) 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:

The following table sets forth the computation of basic and diluted (loss) earnings per common share for the periods indicated:

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Numerator for basic and diluted earnings per common share:

Net income attributable to L.B.

Numerator for basic and diluted (loss) earnings per common share:

Net (loss) income attributable to L.B.

Foster Company $ ( 2,110 ) $ 4,436

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Dilutive potential common shares — 223

Denominator for diluted earnings per common share - adjusted weighted average shares outstanding 10,992 10,973 11,059 10,895

Basic earnings per common share $ 3.35 $ 0.05 $ 4.01 $ 0.18

Diluted earnings per common share $ 3.27 $ 0.05 $ 3.91 $ 0.17

For the three months ended September 30, 2024 and 2023, the Company recorded an income tax benefit of $ 29,745 and $ 121 , respectively, on pre-tax income of $ 6,153 and $ 326 , respectively, for an effective income tax rate of ( 483.4 %) and ( 37.1 %), respectively.

For the nine months ended September 30, 2024 and 2023, the Company recorded an income tax benefit of $ 29,110 and $ 99 , respectively, on pre-tax income of $ 14,010 and $ 1,670 , respectively, for an effective income tax rate of ( 207.8 %) and ( 5.9 %), respectively.

The Company’s effective income tax rate for the three and nine months ended September 30, 2024 differed from the federal statutory rate of 21% primarily due to the change in valuation allowance previously recorded against certain U.S.

federal and state deferred tax assets.

When a change in a valuation allowance is recognized in an interim period, the change in valuation allowance resulting from current year income is included in the annual effective tax rate, and the release of valuation allowance supported by projections of future taxable income is recorded as a discrete tax benefit in the interim period.

Accordingly, during the quarter ended September 30, 2024, the Company recognized an income tax benefit of $ 30,045 comprised of both a discrete tax benefit and change in the Company’s estimated annual effective tax rate arising from the change in valuation allowance.

The Company continued to maintain a valuation allowance against deferred tax assets related to operating loss carryforwards in certain U.S.

state and foreign jurisdictions.

The Company regularly assesses the need for a valuation allowance against its deferred tax assets.

A valuation allowance is required to be established or maintained, when based on currently available information and other factors, it is more likely than not that all or a portion of a deferred tax asset will not be realized.

The Company has considered all evidence, both positive and negative, in assessing the need for a valuation allowance in each jurisdiction.

The positive evidence considered in evaluating U.S.

federal and state deferred tax assets included the Company’s cumulative financial income position over the previous three years, as well as the composition and reversal patterns of existing taxable and deductible temporary differences between financial reporting and tax.

Based on its evaluation, the Company believed it was appropriate to rely on forecasted future taxable income to support its U.S.

federal and state deferred tax assets.

The amount of deferred tax assets considered realizable;

however, could be adjusted if negative evidence outweighs additional subjective evidence such as the Company’s projections for growth.

Denominator for diluted (loss) earnings per common share - adjusted weighted average shares outstanding 10,540 10,985

Basic (loss) earnings per common share $ ( 0.20 ) $ 0.41

Diluted (loss) earnings per common share $ ( 0.20 ) $ 0.40

There were 498 anti-dilutive shares for the three months ended March 31, 2025.

For the three months ended March 31, 2025 and 2024, the Company recorded an income tax benefit of $ 631 on pre-tax losses of $ 2,748 and an income tax expense of $ 289 on pre-tax income of $ 4,694 , respectively, for an effective income tax rate of 23.0 % and 6.2 %, respectively.

The Company's effective income tax rate for the three months ended March 31, 2025 differed from the federal statutory rate of 21% primarily due to state income taxes, nondeductible expenses and the discrete impact of excess tax benefits related to share-based compensation, offset by the impact of pre-tax losses in foreign jurisdictions with full valuation allowances for which no income tax benefit was recognized.

Changes in pre-tax income projections, combined with the seasonal nature of our businesses, could also impact the effective income tax rate each quarter.

Stock-Based Compensation

The Company recorded stock-based compensation expense of $ 788 and $ 928 for the three months ended September 30, 2024 and 2023, respectively, and $ 3,135 and $ 2,757 for the nine months ended September 30, 2024 and 2023, respectively, related to restricted stock awards and performance unit awards.

As of September 30, 2024, unrecognized compensation expense for awards that the Company expects to vest approximated $ 6,163 .

The Company will recognize this unrecognized compensation expense over the upcoming 2.3 years through February 13, 2027.

As of September 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 September 30, 2024 and 2023.

The Company recorded stock-based compensation expense of $ 834 and $ 1,033 for the three months ended March 31, 2025 and 2024, respectively.

As of March 31, 2025, unrecognized compensation expense for awards that the Company expects to vest approximated $ 4,028 .

The Company will recognize this unrecognized compensation expense over a weighted average 1.4 years through February 13, 2027.

As of March 31, 2025, 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").

Non-Employee Director Fully-Vested and Restricted Stock Awards

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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.

Non-Employee directors may elect to receive quarterly cash compensation in the form of fully-vested stock.

During 2024, a Board member has elected to receive fully vested stock in lieu of cash compensation.

Under the terms of the 2022 Equity and Incentive Compensation Plan, a non-employee Board member may elect to receive fully vested stock in lieu of quarterly cash compensation.

Restricted Stock and Performance-Based Stock and Share Units

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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 agreement.

Performance unit awards are offered annually under separate three-year long-term incentive programs, unless indicated otherwise by the underlying performance unit award

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:

Stock Deferred

Stock Units Performance-Based Stock

Stock Performance-Based Stock

and Share Units Weighted Average

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Outstanding as of December 31, 2024 203,552 534,521 $ 16.31

Granted 90,807 — 86,772 24.69

Vested ( 72,662 ) ( 88,641 ) 14.61

Adjustment for incentive awards expected to vest — — ( 24,165 ) 22.17

Cancelled and forfeited ( 1,167 ) ( 45,524 ) 13.06

Outstanding as of September 30, 2024 204,719 12,404 592,730 $ 15.61

Outstanding as of March 31, 2025 129,723 400,356 $ 16.57

During the three months ended March 31, 2025, the Company made no grants of restricted stock or performance-based stock and share units.

Fair Value Measurements

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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 August 12, 2022 interest rate swap expired on March 1, 2025.

The August 31, 2022 interest rate swap expires on August 13, 2026.

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 September 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.

As of March 31, 2025 and December 31, 2024, 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

September 30,

2025 Level 1 Level 2 Level 3 December 31,

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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 September 30, 2024 and 2023, the Company recognized interest income of $ 340 and $ 329 , respectively, from interest rate swaps.

For the nine months ended September 30, 2024 and 2023, the Company recognized interest income of $ 1,017 and $ 869 , respectively, from interest rate swaps.

For the three months ended March 31, 2025 and 2024, the Company recognized interest income of $ 218 and $ 337 , respectively, from interest rate swaps.

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.

The Company has two defined contribution retirement plans that cover its hourly and salaried employees in the United States.

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 contributions to the 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.

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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 terminations are expected to be completed by December 31, 2024 for the US DB Plan and by June 30, 2025 for the UK DB Plan, subject to the finalization of agreements with insurance companies.

The Company’s US DB Plan is underfunded as of September 30, 2024, and will require cash payments of approximately $ 2,000 to $ 2,500 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 September 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

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Interest cost $ 66 $ 71 $ 198 $ 214

Expected return on plan assets ( 68 ) ( 64 ) ( 204 ) ( 192 )

Recognized net actuarial loss 15 16 45 47

Net periodic pension cost $ 13 $ 23 $ 39 $ 69

The Company has made contributions to its United States defined benefit plan of $ 356 during the nine months ended September 30, 2024 and expects to make total contributions of approximately $ 370 during 2024.

On May 23, 2024, the Company's Board of Directors approved the termination of the 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”).

At such time, the Company notified all plan participants of the Company's intentions to terminate and fully settle the obligations.

During the fourth quarter of 2024, the Company completed the termination of the US DB Plan.

In January 2025, the Company entered into an insurance buy-in contract with a third party insurer which resulted in an exchange of plan assets of the UK DB Plan for an annuity that covers our future projected benefit obligations.

The Company expects the buy out of the plan and transfer of future benefit obligations of plan participants to be completed in early 2026.

The Company does not expect to make any further contributions to the UK DB Plan.

United Kingdom Defined Benefit Plan

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Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Interest cost $ 62 $ 56

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Net periodic pension income $ ( 5 ) $ ( 24 )

United Kingdom regulations require trustees to adopt a prudent approach to funding required contributions to defined benefit pension plans.

For the nine months ended September 30, 2024, the Company contributed approximately $ 240 to the plan.

The Company anticipates total contributions of approximately $ 334 to the United Kingdom pension plan during 2024.

Defined Contribution Plans

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Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

United States $ 713 $ 551

Canada 39 36 149 131

United Kingdom 271 281

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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.

For certain manufactured products, the Company maintains a product warranty accrual 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.

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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 $ 4,000 , upon which the obligation for the Settlement Agreement will be satisfied.

Under the Settlement Agreement, the Company and CXT agreed to 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.

As of December 31, 2024 the UPRR Settlement Agreement has been fully paid and UPRR's purchase obligations under this Agreement have been satisfied.

Environmental and Legal Proceedings

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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.

Other estimates indicate that 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.

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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.

On December 2, 2024, the Company and many other PRPs received a Special Notice Letter ("SNL") from the EPA regarding a formal initiation of negotiations for the investigation and cleanup of the Portland Harbor Superfund Site and requesting a "good faith offer" from certain PRPs as to remediation and reimbursement of costs within 120 days, which, if accepted, would lead to a formal Consent Decree which may not be entered under the EPA's proposed schedule until fall of 2026 or by March 2027.

The deadline for a response has been extended to May 30, 2025.

The Company cannot predict the ultimate impact of these proceedings and the SNLs 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

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 September 30, 2024 and December 31, 2023, the Company maintained environmental reserves approximating $ 1,796 and $ 2,417 , respectively.

As more information develops and the 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 March 31, 2025 and December 31, 2024, the Company maintained environmental reserves approximating $ 1,755 and $ 1,796 , respectively.

Restructuring Costs

In August 2024, the Company announced an enterprise restructuring program aligned with its strategy to reduce costs and enable investment in its growth platforms.

The restructuring action has been completed as of December 31, 2024 and no additional costs are expected to be incurred.

As of December 31, 2024, the Company's restructuring liability was $ 687 , a majority of which was paid out during the first quarter of 2025.

Other Legal Matters

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 September 30, 2024.

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 March 31, 2025.

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 September 30, 2024, no such disclosures were considered necessary.

Restructuring Costs

In August 2024, the Company announced an enterprise restructuring program aligned with its long-term strategy to reduce costs and enable investment in its growth platforms.

The restructuring action is expected to be completed in 2024, and is expected to provide annual run-rate pre-tax savings of approximately $ 4,500 , $ 2,000 of which to be realized in 2024.

The following table sets forth restructuring costs by segment for the three and nine months ended September 30, 2024:

Rail, Technologies, and Services $ 651

Infrastructure Solutions 63

Corporate 195

There were no restructuring costs incurred prior to the three months ended September 30, 2024.

The Company's $ 909 restructuring expense relates to severance and an immaterial amount of legal costs.

Of the total restructuring costs incurred for the three and nine months ended September 30, 2024, $ 69 was reported in “Cost of goods sold” and $ 840 was reported in “Selling and administrative expense.” The Company expects approximately $ 471 in additional restructuring costs associated with this program in total.

The following table sets forth a reconciliation of the beginning and ending restructuring liability balance through September 30, 2024:

Balance as of June 30, 2024 $ —

Restructuring costs 909

Cash paid 767

Balance as of September 30, 2024 $ 142

The majority of the remaining liability of $ 142 is expected to be paid in 2024.

Based on the Company’s assessment as of March 31, 2025, no such disclosures were considered necessary.

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