What changed in this filing

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Item 1. Financial Statements

2025-08-11 compared with 2025-05-06 · 227 added, 117 removed, 459 unchanged (43% of the section changed)

33 unchanged sentences

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

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

shares issued at June 30, 2025 and December 31, 2024, 11,115,779 ;

shares outstanding at June 30, 2025 and December 31, 2024, 10,430,630 and 10,573,432 , respectively

Paid-in capital 42,325 43,550

Retained earnings 168,354 167,579

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

Treasury stock - at cost, 685,149 and 542,347 common stock shares at June 30, 2025 and December 31, 2024, respectively

( 16,213 ) ( 11,208 )

9 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Sales of goods $ 129,071 $ 122,417 $ 215,619 $ 226,880

8 unchanged sentences

Amortization expense 840 1,123 1,962 2,340

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

Operating income 7,678 4,572 5,755 10,138

Interest expense - net 1,490 1,493 2,633 2,618

Other income - net ( 95 ) ( 84 ) ( 413 ) ( 337 )

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

Income tax (benefit) expense ( 631 ) 289

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

Income before income taxes 6,283 3,163 3,535 7,857

Income tax expense 3,444 346 2,813 635

Net income 2,839 2,817 722 7,222

Net loss attributable to noncontrolling interest ( 46 ) ( 30 ) ( 53 ) ( 61 )

Net (loss) income attributable to L.B.

Net income attributable to L.B.

Foster Company $ 2,885 $ 2,847 $ 775 $ 7,283

1 unchanged sentence

Foster shareholders:

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

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

Basic earnings per common share $ 0.28 $ 0.26 $ 0.07 $ 0.68

Diluted earnings per common share $ 0.27 $ 0.26 $ 0.07 $ 0.66

Basic weighted average shares outstanding 10,439 10,793 10,489 10,777

2 unchanged sentences

FOSTER COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

Three Months Ended

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

Other comprehensive (loss) income, net of tax:

June 30, Six Months Ended

2025 2024 2025 2024

Net income $ 2,839 $ 2,817 $ 722 $ 7,222

Other comprehensive income, net of tax:

Foreign currency translation adjustment 1,823 ( 452 ) 2,042 ( 1,966 )

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

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

( 41 ) ( 186 ) ( 307 ) ( 80 )

Reclassification of pension liability adjustments to earnings, net of tax expense of $ 0 , $ 7 , $ 0 , and $ 11 , respectively*

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

Total comprehensive income 4,621 2,205 2,457 5,227

Less comprehensive loss attributable to noncontrolling interest:

2 unchanged sentences

Amounts attributable to noncontrolling interest ( 8 ) ( 102 ) 101 ( 150 )

Comprehensive (loss) income attributable to L.B.

Comprehensive income attributable to L.B.

Foster Company $ 4,629 $ 2,307 $ 2,356 $ 5,377

4 unchanged sentences

(In thousands)

Three Months Ended

Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

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

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

Net income $ 722 $ 7,222

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

Deferred income taxes 2,585 ( 61 )

1 unchanged sentence

Amortization 1,962 2,340

Inventory and fixed asset exit costs (Note 2) 655 —

Equity in income of nonconsolidated investments ( 54 ) 6

10 unchanged sentences

Accrued payroll and employee benefits ( 7,733 ) ( 9,009 )

Accrued settlement — ( 2,000 )

Other current liabilities ( 1,081 ) ( 4,210 )

4 unchanged sentences

Capital expenditures on property, plant, and equipment ( 5,248 ) ( 4,766 )

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

Net cash used in investing activities ( 5,199 ) ( 885 )

CASH FLOWS FROM FINANCING ACTIVITIES:

1 unchanged sentence

Proceeds from debt 161,612 132,572

Debt issuance costs ( 706 ) —

Treasury stock acquisitions ( 8,384 ) ( 3,140 )

Deferred payment for Skratch acquisition ( 782 ) —

Net cash provided by financing activities 22,468 28,815

10 unchanged sentences

(Dollars in thousands)

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Stock Paid-in

4 unchanged sentences

Interest Total Stockholders’

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

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

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

Net income (loss)

— — 2,885 — — ( 46 ) 2,839

Other comprehensive loss, net of tax:

6 unchanged sentences

Stock-based compensation — 1,277 — — — — 1,277

Balance, June 30, 2025 $ 111 $ 42,325 $ 168,354 $ ( 16,213 ) $ ( 20,135 ) $ 799 $ 175,241

Three Months Ended June 30, 2024

Stock Paid-in

Capital Retained

Earnings Treasury

Stock Accumulated Other

Comprehensive Loss Noncontrolling

Interest Total Stockholders’

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

Three Months Ended March 31, 2024

Net income (loss) — — 2,847 — — ( 30 ) 2,817

Other comprehensive income, 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

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)

Six Months Ended June 30, 2025

Stock Paid-in

7 unchanged sentences

Other comprehensive income, net of tax:

Foreign currency translation adjustment — — — — 1,888 154 2,042

Unrealized derivative loss on cash flow hedges

— — — — ( 307 ) — ( 307 )

Purchase of 276,931 common shares for treasury

— — — ( 6,439 ) — — ( 6,439 )

Issuance of 128,883 common shares, net of shares withheld for taxes

— ( 3,336 ) — 1,434 — — ( 1,902 )

Stock-based compensation — 2,111 — — — — 2,111

Balance, June 30, 2025 $ 111 $ 42,325 $ 168,354 $ ( 16,213 ) $ ( 20,135 ) $ 799 $ 175,241

Six Months Ended June 30, 2024

Stock Paid-in

Capital Retained

Earnings Treasury

Stock Accumulated Other

Comprehensive Loss Noncontrolling

Interest Total Stockholders’

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) income, net of tax:

Pension liability adjustment — — — — 51 — 51

Foreign currency translation adjustment — — — — ( 1,877 ) ( 89 ) ( 1,966 )

Unrealized derivative gain on cash flow hedges — — — — 106 — 106

Unrealized derivative loss on cash flow hedges

— — — — ( 80 ) — ( 80 )

Purchase of 70,080 common shares for treasury

3 unchanged sentences

Stock-based compensation — 2,347 — — — — 2,347

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

Investment of noncontrolling interest — 374 — — — — 374

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

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

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

Operating results for the three and six months ended June 30, 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.

3 unchanged sentences

Recently Issued Accounting Standards

In November 2023, the FASB issued Accounting Standards Update 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which requires enhanced disclosures regarding significant segment expenses that are regularly reviewed by the chief operating decision maker (“CODM”) and included in each reported measure of segment operating income or loss, including an amount for “other segment items” by reportable segment and a description of its composition.

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 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):

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The Company is a global technology solutions provider of engineered, manufactured products and services that builds and supports infrastructure.

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 determines its operating segments based on how the Company's Chief Operating Decision Maker (“CODM”), 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.

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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.

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.

8 unchanged sentences

Three Months Ended

March 31, 2025

Rail, Technologies, and Services Infrastructure Solutions Total

Rail, Technologies, and Services

Infrastructure Solutions Total Rail, Technologies, and Services Infrastructure Solutions Total

Net sales $ 75,973 $ 67,585 $ 143,558 $ 85,594 $ 55,202 $ 140,796

6 unchanged sentences

Amortization expense ( 539 ) ( 301 ) ( 840 ) ( 793 ) ( 330 ) ( 1,123 )

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

Reconciliation of segment operating loss

Total segment operating loss $ ( 300 )

Segment operating income

$ 3,747 $ 6,766 $ 10,513 $ 5,501 $ 3,623 $ 9,124

Reconciliation of segment operating income

Total segment operating income

$ 10,513 $ 9,124

Interest expense - net ( 1,490 ) ( 1,493 )

4 unchanged sentences

Other corporate expenses - net ( 29 ) ( 166 )

Loss before income taxes $ ( 2,748 )

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

Income before income taxes

$ 6,283 $ 3,163

(1) Purchased services costs generally 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

Six Months Ended

Rail, Technologies, and Services

Infrastructure Solutions Total Rail, Technologies, and Services Infrastructure Solutions Total

Net sales $ 129,988 $ 111,362 $ 241,350 $ 168,217 $ 96,899 $ 265,116

6 unchanged sentences

Amortization expense ( 1,359 ) ( 603 ) ( 1,962 ) ( 1,664 ) ( 676 ) ( 2,340 )

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

Segment operating income

$ 3,891 $ 6,322 $ 10,213 $ 12,279 $ 2,235 $ 14,514

Reconciliation of segment operating income

Total segment operating income

$ 10,213 $ 14,514

Gain on sale of former joint venture facility — 3,477

4 unchanged sentences

Corporate management stock-based compensation ( 1,039 ) ( 1,479 )

Other corporate expenses ( 76 )

Other corporate expenses - net — ( 242 )

Income before income taxes

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

$ 3,535 $ 7,857

(1) Purchased services costs generally 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:

For the six months ended June 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.

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

Three Months Ended

March 31, 2025

Depreciation/Amortization Expenditures for Long-Lived Assets

Depreciation/Amortization Expenditures for Long-Lived Assets Depreciation/Amortization Expenditures for Long-Lived Assets

Rail, Technologies, and Services $ 913 $ 628 $ 1,154 $ 82

1 unchanged sentence

Reportable segments total

Corporate 495 110

Total $ 3,427 $ 2,575

Three Months Ended

March 31, 2024

Depreciation/Amortization Expenditures for Long-Lived Assets

$ 2,592 $ 2,085 $ 3,018 $ 1,480

515 588 467 574

$ 3,107 $ 2,673 $ 3,485 $ 2,054

Six Months Ended

Depreciation/Amortization Expenditures for Long-Lived Assets Depreciation/Amortization Expenditures for Long-Lived Assets

Rail, Technologies, and Services $ 2,081 $ 1,055 $ 2,375 $ 618

1 unchanged sentence

Reportable segments total

Corporate 459 143

Total $ 3,591 $ 2,712

$ 5,524 $ 4,550 $ 6,151 $ 4,049

1,010 698 925 717

$ 6,534 $ 5,248 $ 7,076 $ 4,766

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

5 unchanged sentences

Total $ 349,925 $ 334,550

On June 21, 2022, the Company acquired the stock of Skratch Enterprises Ltd.

for $ 7,402 , which was inclusive of deferred payments withheld by the Company of $ 1,228 , to be paid over the next five years or utilized to satisfy post-closing working capital adjustments or indemnity claims under the purchase agreement.

During the second quarter of 2025, the Company made a deferred acquisition payment of $ 782 .

During the second quarter of 2025, the Company announced the discontinuation of its Automation and Materials Handling product line (“AMH Exit”) which was reported in the Technology Services and Solutions business unit within the Rail segment.

The decision to exit was due to the Company's initiatives to scale back businesses in the United Kingdom.

The Company expects to complete any remaining customer obligations by the end of 2025.

This product line had net sales of $ 813 and $ 1,100 for the three months ended June 30, 2025 and 2024, respectively, and $ 1,220 and $ 3,324 for the six months ended June 30, 2025 and 2024, respectively.

The Company has incurred a total of $ 1,351 in exit costs associated with the AMH Exit, which included $ 655 in inventory and fixed asset write-downs, $ 507 in personnel expenses, and $ 189 in other exit costs.

Exit costs of $ 1,085 were recorded in “Cost of goods sold” and $ 266 were recorded in “Selling and administrative expenses” within our Rail segment.

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

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 under this program.

As of December 31, 2024, the Company's restructuring liability was $ 687 , which has been paid out as of June 30, 2025.

The following table summarizes the restructuring liability balance and utilization for restructuring actions, which are primarily related to severance costs through June 30, 2025:

Restructuring Liability

Balance as of December 31, 2024

Personnel and other exit costs associated with AMH Exit

Balance as of June 30, 2025

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.

For the three months ended June 30, 2025 and 2024, net sales

associated with the product line were $ 498 and $ 1,157 , respectively and for the six months ended June 30, 2025 and 2024 were $ 999 and $ 1,967 , respectively.

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

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Rail Products $ 47,570 $ 56,323 $ 76,889 $ 109,361

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 March 31, 2025

Three Months Ended June 30, 2025

Rail, Technologies, and Services Infrastructure Solutions Total

2 unchanged sentences

Total net sales $ 75,973 $ 67,585 $ 143,558

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Rail, Technologies, and Services Infrastructure Solutions Total

2 unchanged sentences

Total net sales $ 85,594 $ 55,202 $ 140,796

Six Months Ended June 30, 2025

Rail, Technologies, and Services Infrastructure Solutions Total

Point in time $ 111,098 $ 69,812 $ 180,910

Over time 18,890 41,550 60,440

Total net sales $ 129,988 $ 111,362 $ 241,350

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

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 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.

Revenue under these long-term agreements may also be recognized using 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.

3 unchanged sentences

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 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.

During the three and six months ended June 30, 2025 and 2024, reductions to net sales stemming from changes in actual and expected values of certain commercial contracts and settlements of such contracts were $ 1,647 and $ 1,477 , respectively.

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

2 unchanged sentences

Three Months Ended

March 31, Percentage of Total Net Sales

Three Months Ended March 31,

June 30, Percentage of Total Net Sales

Three Months Ended June 30,

2025 2024 2025 2024

2 unchanged sentences

Total over time sales $ 36,200 $ 35,746 25.2 % 25.4 %

Six Months Ended

June 30, Percentage of Total Net Sales

Six Months Ended June 30,

2025 2024 2025 2024

Over time input method $ 14,627 $ 27,239 6.1 % 10.3 %

Over time output method 45,813 37,631 19.0 14.2

Total over time sales $ 60,440 $ 64,870 25.1 % 24.5 %

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.

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Transfers from contract asset balance to accounts receivable ( 6,620 )

Balance as of March 31, 2025

Balance as of June 30, 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 1,707

Balance as of March 31, 2025

Balance as of June 30, 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.

1 unchanged sentence

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 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.

As of June 30, 2025, the Company had approximately $ 269,929 of remaining performance obligations, which is also referred to as backlog.

Approximately 7.9 % of the June 30, 2025 backlog was related to projects that are anticipated to extend beyond June 30, 2026.

Goodwill and Other Intangible Assets

3 unchanged sentences

Foreign currency translation impact 1,408 — 1,408

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

Balance as of June 30, 2025 $ 21,639 $ 11,676 $ 33,315

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.

1 unchanged sentence

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 March 31, 2025.

No interim goodwill impairment test was required as a result of the evaluation of qualitative factors as of June 30, 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:

March 31, 2025

June 30, 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 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.

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 $ 327 and $ 134 for the three months ended June 30, 2025 and 2024, respectively, and an expense of $ 518 and $ 529 for the six months ended June 30, 2025 and 2024, respectively.

The changes in reserves for uncollectible accounts are net of recoveries of previous write-offs of $ 337 for the six months ended June 30, 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.

7 unchanged sentences

Recoveries of previous write-offs ( 337 )

Balance as of March 31, 2025 $ 1,312

Balance as of June 30, 2025 $ 1,519

Inventory is valued at average cost or net realizable value, whichever is lower.

13 unchanged sentences

Long-term portion $ 81,446 $ 46,773

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.

On June 27, 2025, the Company, its domestic subsidiaries, and certain of its Canadian and United Kingdom subsidiaries (collectively, the “Borrowers”), entered into the Fifth Amended and Restated Credit Agreement (the “Credit Agreement”) with PNC Bank, N.A., Bank of America, N.A., Citizens Bank, N.A., and Wells Fargo Bank N.A.

as Co-Syndication Agents, and Dollar Bank, Federal Savings Bank as a participant.

The Credit Agreement, as amended, modifies the prior amended revolving credit facility, which had a maximum credit line of $ 130,000 and extends the maturity date from August 13, 2026 to June 27, 2030.

The Credit Agreement provides for a five-year , revolving credit facility that permits aggregate borrowings of the Borrowers up to $ 150,000 with sublimits for (a) the issuance of Letters of Credit in Dollars and in Alternative Currencies in an amount not to exceed the Dollar Equivalent of $ 30,000 , and (b) borrowings of Swing Loans in Dollars in an amount not to exceed $ 20,000 ;

and with an incremental loan feature not to exceed $ 60,000 .

The Company’s obligations under the Credit Agreement are secured by the grant of a security interest by the Borrowers in substantially all of the assets owned by such entities.

Additionally, the equity interests in each of the loan parties, other than the Company, and the equity interests held by each loan party in their subsidiaries, have been pledged to the lenders as collateral for the lending obligations.

Borrowings under the Credit Agreement will bear interest at rates based upon either the base rate or Term SOFR rate plus applicable margins.

Applicable margins are dictated by the ratio of the Company’s total net indebtedness to the Company’s consolidated EBITDA for four trailing quarters, as defined in the Credit Agreement.

The base rate is the highest of (a) the Overnight Bank Funding Rate plus 0.50 %, (b) the Prime Rate, or (c) the Daily Simple SOFR rate plus 1.00 % so long as the Daily Simple SOFR rate is offered, ascertainable and not unlawful (each as defined in the Credit Agreement).

The base rate and Term SOFR rate spreads range from 0.25 % to 1.50 % and 1.25 % to 2.50 %, respectively.

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 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

(a) Maximum Gross Leverage Ratio, defined as the Company’s Consolidated Indebtedness divided by the Company’s Consolidated EBITDA, which must not exceed (i) 3.50 to 1.00 for all testing periods other than during an Acquisition Period, and (ii) 4.00 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, which must be more than 1.10 to 1.00.

As of June 30, 2025, the Company was in compliance with the covenants in the Credit Agreement, as amended, and had outstanding letters of credit of approximately $ 891 .

Earnings Per Common Share

(Share amounts in thousands)

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

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

Three Months Ended

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

Net (loss) income attributable to L.B.

June 30, Six Months Ended

2025 2024 2025 2024

Numerator for basic and diluted earnings per common share:

Net income attributable to L.B.

Foster Company $ 2,885 $ 2,847 $ 775 $ 7,283

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Dilutive potential common shares 414 267 456 285

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.

Denominator for diluted earnings per common share - adjusted weighted average shares outstanding 10,853 11,060 10,945 11,062

Basic earnings per common share $ 0.28 $ 0.26 $ 0.07 $ 0.68

Diluted earnings per common share $ 0.27 $ 0.26 $ 0.07 $ 0.66

For the three months ended June 30, 2025 and 2024, the Company recorded an income tax expense of $ 3,444 and $ 346 , respectively, on pre-tax income of $ 6,283 and $ 3,163 , respectively, for an effective income tax rate of 54.8 % and 10.9 %, respectively.

For the six months ended June 30, 2025 and 2024, the Company recorded an income tax expense of $ 2,813 and $ 635 , respectively, on pre-tax income of $ 3,535 and $ 7,857 , respectively, for an effective income tax rate of 79.6 % and 8.1 %, respectively.

The Company's effective income tax rate for the three and six months ended June 30, 2025 differed from the federal statutory rate of 21% primarily due to the impact of pre-tax losses in the United Kingdom, for which no income tax benefit was recognized due to a valuation allowance.

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

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

OBBBA includes various provisions such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The Company is currently assessing its impact on our consolidated financial statements.

Stock-Based Compensation

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 recorded stock-based compensation expense of $ 1,277 and $ 1,314 for the three months ended June 30, 2025 and 2024, respectively, and $ 2,111 and $ 2,347 for the six months ended June 30, 2025 and 2024, respectively, related to restricted stock awards and performance unit awards.

As of June 30, 2025, unrecognized compensation expense for awards that the Company expects to vest approximated $ 7,488 .

The Company will recognize this unrecognized compensation expense over a weighted average 1.9 years through February 20, 2028.

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").

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 three months ended March 31, 2025 and 2024.

Non-Employee Director Fully-Vested and Restricted Stock Awards

On May 22, 2025, the shareholders approved the new 2025 Equity and Incentive Compensation Plan (the “Equity and Incentive Compensation Plan”).

As of June 30, 2025, the Company had stock awards issued pursuant to the Equity and Incentive Compensation Plan and its predecessor, the 2006 Omnibus Incentive Compensation Plan (the “Omnibus Plan”).

No stock options are outstanding under the Omnibus Plan or the Equity and Incentive Compensation Plan and, as such, there was no stock-based compensation expense related to stock options recorded for the three months ended June 30, 2025 and 2024.

Non-Employee Director Restricted Stock Awards and Fully-Vested Stock

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.

compensation for service on the Board into deferred stock units.

Under the terms of the 2025 Equity and Incentive Compensation Plan, a non-employee Board member may elect to receive fully vested stock in lieu of quarterly cash compensation.

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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

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 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.

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

Granted 118,473 127,033 18.65

Vested ( 111,840 ) ( 88,641 ) 17.26

Cancelled and forfeited ( 1,834 ) ( 45,524 ) 13.12

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.

Outstanding as of June 30, 2025 208,351 527,389 $ 16.57

Fair Value Measurements

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As such, the swap agreements are classified as Level 2 within the fair value hierarchy.

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.

As of June 30, 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

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

For the three months ended June 30, 2025 and 2024, the Company recognized interest income of $ 56 and $ 340 , respectively, from interest rate swaps.

For the six months ended June 30, 2025 and 2024, the Company recognized interest income of $ 274 and $ 677 respectively, from interest rate swaps.

Retirement Plans

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Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Interest cost $ 65 $ 56 $ 127 $ 112

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Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

United States $ 745 $ 720 $ 1,458 $ 1,271

Canada 33 34 103 110

United Kingdom 333 287 604 565

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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 deadline for a response was extended to May 30, 2025, and the Company responded, along with other similarly-situated parties, in a timely manner.

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.

1 unchanged sentence

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.

As of June 30, 2025 and December 31, 2024, the Company maintained reserves of $ 1,614 and $ 1,796 , respectively, for all of its environmental liabilities.

Other Legal Matters

1 unchanged sentence

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 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 March 31, 2025, no such disclosures were considered necessary.

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, 2025.

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, 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