What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-04 compared with 2025-11-03 · 120 added, 319 removed, 390 unchanged (53% of the section changed)

3 unchanged sentences

(In thousands, except share data)

September 30,

2026 December 31,

28 unchanged sentences

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

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

shares outstanding at September 30, 2025 and December 31, 2024, 10,247,806 and 10,573,432 , respectively

shares issued at March 31, 2026 and December 31, 2025, 11,115,779 ;

shares outstanding at March 31, 2026 and December 31, 2025, 10,326,247 and 10,135,410 , respectively

Paid-in capital 39,507 44,782

Retained earnings 176,624 175,124

Treasury stock - at cost, 867,973 and 542,347 common stock shares at September 30, 2025 and December 31, 2024, respectively

Treasury stock - at cost, 789,532 and 980,369 common stock shares at March 31, 2026 and December 31, 2025, respectively

( 20,541 ) ( 23,852 )

9 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Sales of goods $ 105,188 $ 86,548

6 unchanged sentences

Selling and administrative expenses 23,033 20,952

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

Amortization expense 618 1,122

Operating income 8,295 7,323 14,050 17,461

Operating income (loss) 2,045 ( 1,923 )

Interest expense - net 851 1,143

Other income - net ( 217 ) ( 318 )

Income before income taxes 7,137 6,153 10,672 14,010

Income tax expense (benefit) 2,812 ( 29,745 ) 5,625 ( 29,110 )

Net income 4,325 35,898 5,047 43,120

Income (loss) before income taxes 1,411 ( 2,748 )

Income tax benefit ( 81 ) ( 631 )

Net income (loss) 1,492 ( 2,117 )

Net loss attributable to noncontrolling interest ( 8 ) ( 7 )

Net income attributable to L.B.

Net income (loss) attributable to L.B.

Foster Company $ 1,500 $ ( 2,110 )

1 unchanged sentence

Foster shareholders:

Basic earnings per common share $ 0.42 $ 3.35 $ 0.49 $ 4.01

Diluted earnings per common share $ 0.40 $ 3.27 $ 0.47 $ 3.91

Basic earnings (loss) per common share $ 0.15 $ ( 0.20 )

Diluted earnings (loss) per common share $ 0.14 $ ( 0.20 )

Basic weighted average shares outstanding 10,197 10,540

5 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net income $ 4,325 $ 35,898 $ 5,047 $ 43,120

Net income (loss) $ 1,492 $ ( 2,117 )

Other comprehensive income, net of tax:

Foreign currency translation adjustment ( 1,037 ) 103

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

( 44 ) ( 698 ) ( 351 ) ( 778 )

Reclassification of pension liability adjustments to earnings, net of tax expense of $ 0 , $ 5 , $ 0 , and $ 12 , respectively*

Total comprehensive income 3,768 36,600 6,225 41,827

Less comprehensive loss attributable to noncontrolling interest:

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

Total comprehensive income (loss) 460 ( 2,280 )

Less comprehensive income attributable to noncontrolling interest:

Net loss attributable to noncontrolling interest ( 8 ) ( 7 )

1 unchanged sentence

Amounts attributable to noncontrolling interest 152 109

Comprehensive income attributable to L.B.

Comprehensive income (loss) attributable to L.B.

Foster Company $ 308 $ ( 2,389 )

4 unchanged sentences

(In thousands)

Nine Months Ended

September 30,

Three Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income $ 5,047 $ 43,120

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

Net income (loss) $ 1,492 $ ( 2,117 )

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

Deferred income taxes ( 174 ) ( 766 )

1 unchanged sentence

Amortization 618 1,122

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

Equity in income of nonconsolidated investments — ( 54 )

Gain on sales and disposals of property, plant, and equipment — ( 4,437 )

Stock-based compensation 1,882 834

8 unchanged sentences

Accrued payroll and employee benefits ( 4,747 ) ( 10,129 )

Accrued settlement — ( 4,000 )

Other current liabilities ( 454 ) ( 2,613 )

Other long-term liabilities ( 1,085 ) 5,827

Net cash provided by (used in) operating activities 13,447 ( 1,653 )

Net cash used in operating activities ( 10,438 ) ( 26,136 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from the sale of property, plant, and equipment 53 3,881

Capital expenditures on property, plant, and equipment ( 2,960 ) ( 2,575 )

3 unchanged sentences

Proceeds from debt 114,603 106,205

Debt issuance costs ( 706 ) —

Treasury stock acquisitions ( 3,846 ) ( 6,071 )

Deferred payment for Skratch acquisition ( 782 ) —

Net cash (used in) provided by financing activities ( 4,628 ) 6,420

Net cash provided by financing activities 13,099 28,820

Effect of exchange rate changes on cash and cash equivalents ( 58 ) 49

Net increase in cash and cash equivalents 974 575

Net (decrease) increase in cash and cash equivalents ( 357 ) 158

Cash and cash equivalents at beginning of period 4,348 2,454

3 unchanged sentences

Income taxes paid $ 192 $ 341

Right-of-use assets obtained in exchange for lease liabilities $ 14,988 $ —

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

2 unchanged sentences

(Dollars in thousands)

Three Months Ended September 30, 2025

Three Months Ended March 31, 2026

Stock Paid-in

4 unchanged sentences

Interest Total Stockholders’

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

Balance, December 31, 2025 $ 111 $ 44,782 $ 175,124 $ ( 23,852 ) $ ( 20,889 ) $ 722 $ 175,998

Net income (loss)

2 unchanged sentences

Foreign currency translation adjustment — — — — ( 1,197 ) 160 ( 1,037 )

Unrealized derivative loss on cash flow hedges — — — — ( 44 ) — ( 44 )

Purchase of 184,143 common shares for treasury

— — — ( 4,720 ) — — ( 4,720 )

Issuance of 1,315 common shares, net of shares withheld for taxes

— ( 131 ) — 130 — — ( 1 )

Stock-based compensation — 1,306 — — — — 1,306

Balance, September 30, 2025 $ 111 $ 43,500 $ 172,708 $ ( 20,803 ) $ ( 20,715 ) $ 793 $ 175,594

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, 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

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)

Nine Months Ended September 30, 2025

Stock Paid-in

Capital Retained

Earnings Treasury

Stock Accumulated Other

Comprehensive Loss Noncontrolling

Interest Total Stockholders’

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

Net income (loss) — — 5,129 — — ( 82 ) 5,047

Other comprehensive income, net of tax:

Foreign currency translation adjustment — — — — 1,352 177 1,529

Unrealized derivative loss on cash flow hedges

— — — — ( 351 ) — ( 351 )

Purchase of 461,704 common shares for treasury

— — — ( 11,159 ) — — ( 11,159 )

Unrealized derivative gain on cash flow hedges — — — — 5 — 5

Issuance of 190,837 common shares, net of shares withheld for taxes

1 unchanged sentence

Stock-based compensation — 1,882 — — — — 1,882

Balance, September 30, 2025 $ 111 $ 43,500 $ 172,708 $ ( 20,803 ) $ ( 20,715 ) $ 793 $ 175,594

Nine Months Ended September 30, 2024

Balance, March 31, 2026 $ 111 $ 39,507 $ 176,624 $ ( 20,541 ) $ ( 22,081 ) $ 874 $ 174,494

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 income, net of tax:

Pension liability adjustment — — — — 75 — 75

Foreign currency translation adjustment — — — — 103 116 219

Unrealized derivative loss on cash flow hedges — — — — ( 266 ) — ( 266 )

— — — — ( 778 ) — ( 778 )

Purchase of 168,911 common shares for treasury

3 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

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

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

Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

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

Improvements to Income Tax Disclosures (“ASU 2023-09”).

ASU 2023-09 requires entities to disclose additional information with respect to the effective tax rate reconciliation and disaggregation of income tax expense and income taxes paid by jurisdiction.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company does not expect the adoption of ASU 2023-09 to have an impact to its consolidated financial condition, results of operations, and cash flows other than its disclosures.

In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2025-12, Codification Improvements (“ASU 2025-12”), to clarify guidance, correct technical errors, remove outdated language and improve consistency across various topics in the Accounting Standards Codification.

The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, including interim reporting periods within those annual periods.

Early adoption is permitted.

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

In December 2025, the FASB issued Accounting Standards Update 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements (“ASU 2025-11”), to clarify the guidance in Topic 270 to improve consistency of interim financial reporting.

ASU 2025-11 provides a list of required interim disclosures and established a disclosure principle requiring entities to disclose events since the end of the last annual report period that have a material impact on the entity.

The amendments in ASU 2025-11 are effective for fiscal years beginning after December 15, 2027, including interim reporting periods within those fiscal years, with early adoption permitted.

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

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.

3 unchanged sentences

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

In September 2025, the FASB issued Accounting Standards Update 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) (“ASU 2025-06”), which provides targeted improvements related to the accounting for costs incurred in the development of internal-use software.

The amendment replaces the previous stage-based model with clearer guidance on capitalization thresholds and implementation costs.

The amendments are effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

Early adoption is permitted as of the beginning of an annual reporting period.

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

Business Segments

2 unchanged sentences

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”).

about resources to be allocated to the segments, and (c) for which discrete financial information is available.

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.

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

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.

7 unchanged sentences

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 - net”, which are managed on a consolidated basis, are not allocated to the operating segments.

Finally, interest expense, net 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,

Rail, Technologies, and Services

8 unchanged sentences

Amortization expense ( 337 ) ( 281 ) ( 618 ) ( 820 ) ( 302 ) ( 1,122 )

Segment operating income

$ 5,895 $ 4,147 $ 10,042 $ 4,933 $ 5,110 $ 10,043

Reconciliation of segment operating income

Total segment operating income

$ 10,042 $ 10,043

Interest expense - net ( 1,254 ) ( 1,358 )

Other income - net 96 188

Public company costs ( 1,162 ) ( 1,327 )

Corporate executive management costs ( 175 ) ( 839 )

Corporate management stock-based compensation ( 672 ) ( 339 )

Other corporate expenses - net 262 ( 215 )

Income before income taxes

$ 7,137 $ 6,153

(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, and restructuring expenditures.

Nine Months Ended

September 30,

Rail, Technologies, and Services

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

Net sales $ 207,776 $ 171,860 $ 379,636 $ 247,715 $ 154,867 $ 402,582

Cost of sales ( 162,869 ) ( 134,650 ) ( 297,519 ) ( 192,798 ) ( 120,337 ) ( 313,135 )

Selling and administrative employment costs ( 22,536 ) ( 17,552 ) ( 40,088 ) ( 24,083 ) ( 17,874 ) ( 41,957 )

Purchased services (1)

( 5,120 ) ( 4,239 ) ( 9,359 ) ( 5,590 ) ( 4,684 ) ( 10,274 )

General administrative costs (2)

( 5,707 ) ( 4,052 ) ( 9,759 ) ( 5,524 ) ( 3,649 ) ( 9,173 )

Amortization expense ( 1,758 ) ( 898 ) ( 2,656 ) ( 2,508 ) ( 978 ) ( 3,486 )

Segment operating income

$ 9,786 $ 10,469 $ 20,255 $ 17,212 $ 7,345 $ 24,557

Segment operating income (loss) $ 4,820 $ 529 $ 5,349 $ 144 $ ( 444 ) $ ( 300 )

Reconciliation of segment operating income

Total segment operating income

$ 20,255 $ 24,557

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

Total segment operating income (loss) $ 5,349 $ ( 300 )

Interest expense - net ( 851 ) ( 1,143 )

3 unchanged sentences

Corporate management stock-based compensation ( 1,409 ) ( 278 )

Other corporate expenses - net 262 ( 457 )

Income before income taxes

$ 10,672 $ 14,010

Income (loss) before income taxes $ 1,411 $ ( 2,748 )

(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, and restructuring expenditures.

For 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.

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

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

September 30,

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

5 unchanged sentences

$ 2,895 $ 2,960 $ 3,427 $ 2,575

Nine Months Ended

September 30,

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

Rail, Technologies, and Services $ 2,874 $ 1,405 $ 3,578 $ 1,765

Infrastructure Solutions 5,098 5,545 5,594 5,100

Reportable segments total

$ 7,972 $ 6,950 $ 9,172 $ 6,865

1,530 1,107 1,390 969

$ 9,502 $ 8,057 $ 10,562 $ 7,834

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

September 30,

2026 December 31,

4 unchanged sentences

Total $ 333,783 $ 330,372

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 nine months ended September 30, 2025, the Company made a deferred acquisition payment of $ 782 .

During the nine months ended September 30, 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 $ 530 and $ 907 for the three months ended September 30, 2025 and 2024, respectively, and $ 1,750 and $ 4,230 for the nine months ended September 30, 2025 and 2024, respectively.

During the nine months ended September 30, 2025, the Company 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 AMH 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 was 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 for this program was $ 687 , all of which has been paid out as of September 30, 2025.

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

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

AMH had net sales of $ 407 for the three months ended March 31, 2025.

The Company completed the remaining customer obligations in 2025, and all exit costs were incurred in the second quarter of 2025.

During the fourth quarter of 2025, the Company announced a restructuring program aligned with its strategy to reduce costs within the UK-based Technology Services and Solutions businesses within the Rail segment.

The restructuring action has been completed as of December 31, 2025.

The Company does not expect to incur additional material expenses associated with this program.

The following table sets forth a reconciliation of the beginning and ending restructuring liability balance for all programs through March 31, 2026:

Restructuring Liability

Balance as of December 31, 2025 $ 846

Personnel and other exit costs associated with AMH Exit

Balance as of September 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 September 30, 2025 and 2024, net sales associated with the product line were $ 94 and $ 921 , respectively, and for the nine months ended September 30, 2025 and 2024 were $ 1,093 and $ 2,888 , respectively.

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

Cash paid ( 270 )

Balance as of March 31, 2026 $ 576

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,

2025 2024 2025 2024

Rail Products $ 41,279 $ 29,319

9 unchanged sentences

In limited cases, title does not transfer and revenue is not recognized until the customer has received the products at a designated physical location.

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

Three Months Ended September 30, 2025

Rail, Technologies, and Services Infrastructure Solutions Total

Point in time $ 65,152 $ 39,621 $ 104,773

Over time 12,636 20,877 33,513

Total net sales $ 77,788 $ 60,498 $ 138,286

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

Nine Months Ended September 30, 2025

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

Three Months Ended March 31, 2026

Rail, Technologies, and Services Infrastructure Solutions Total

2 unchanged sentences

Total net sales $ 74,776 $ 46,368 $ 121,144

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Rail, Technologies, and Services Infrastructure Solutions Total

4 unchanged sentences

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.

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.

Revenue under these long-term agreements is generally recognized over time using an input measure based upon the proportion of actual costs incurred to estimated total project costs or an output method, specifically units delivered, based upon certain customer acceptance and delivery requirements.

Accounting for these long-term agreements involves the use of various techniques to estimate total revenues and costs.

The Company estimates profit on these long-term agreements as the difference between total estimated revenues and expected costs to complete a contract and recognizes that profit over the life of the contract.

Contract estimates are based on various assumptions to project the outcome of future events that may span several years.

These assumptions include, among other things, labor productivity, cost and availability of materials, and timing of funding by customers.

The nature of these long-term agreements may give rise to several types of variable consideration, such as claims and awards.

Contract estimates may include additional revenue for submitted contract modifications, including at times unapproved change orders, if there exists an enforceable right to the modification, the amount can be reasonably estimated, and its realization is probable.

These estimates are based on historical collection experience, anticipated performance, and the Company’s best judgment at that time.

These amounts are generally included in the contract’s transaction price and are allocated over the remaining performance obligations.

As a result of management's reviews of contract-related estimates, the Company makes adjustments to contract estimates that impact our revenue and profit totals.

Changes in estimates are primarily attributed to updated considerations, including economic conditions and historic contract patterns, resulting in changes to anticipated revenue from existing contracts.

During the three months ended September 30, 2025, reductions to net sales stemming from changes in actual and expected values of certain commercial contracts and settlements of such contracts were $ 1,476 ;

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

During the nine months ended September 30, 2025 and 2024, such adjustments to net sales were $ 3,123 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

September 30, Percentage of Total Net Sales

Three Months Ended September 30,

2025 2024 2025 2024

Over time input method $ 6,168 $ 15,020 4.5 % 10.9 %

Over time output method 27,345 26,267 19.8 19.1

Total over time sales $ 33,513 $ 41,287 24.3 % 30.0 %

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,

2026 2025 2026 2025

7 unchanged sentences

Revenue recognized but not yet billed

Adjustments to contract assets

Transfers from contract asset balance to accounts receivable ( 3,688 )

Balance as of September 30, 2025 $ 7,943

Balance as of March 31, 2026 $ 3,640

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

3 unchanged sentences

Increase in billings in excess of cost, excluding revenue recognized 516

Balance as of September 30, 2025

Balance as of March 31, 2026

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 September 30, 2025, the Company had approximately $ 247,416 of remaining performance obligations, which is also referred to as backlog.

Approximately 8.0 % of the September 30, 2025 backlog was related to projects that are anticipated to extend beyond September 30, 2026.

As of March 31, 2026, the Company had approximately $ 209,573 of remaining performance obligations, which is also referred to as backlog.

Approximately 9.8 % of the March 31, 2026 backlog was related to projects that are anticipated to extend beyond March 31, 2027.

Goodwill and Other Intangible Assets

3 unchanged sentences

Foreign currency translation impact ( 329 ) — ( 329 )

Balance as of September 30, 2025 $ 21,316 $ 11,676 $ 32,992

Balance as of March 31, 2026 $ 21,057 $ 11,676 $ 32,733

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 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.

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, 2025.

No interim goodwill impairment test was required as a result of the evaluation of qualitative factors as of March 31, 2026.

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, 2025

March 31, 2026

Weighted Average

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Changes in reserves for uncollectible accounts are recorded as part of “Selling and administrative expenses” in the Condensed Consolidated Statements of Operations and are recorded net of recoveries of previous write-offs.

During the three months ended September 30, 2025 and 2024, the Company recorded a net benefit of $ 74 and $ 0 , respectively, and during the nine months ended September 30, 2025 and 2024 recorded a net expense of $ 444 and $ 529 , respectively.

During the three months ended March 31, 2026 and 2025, the Company recorded a net expense of $ 300 and $ 191 , respectively.

The changes in reserves for uncollectible accounts are net of recoveries of previous write-offs of $ 522 and $ 203 for the three months ended March 31, 2026 and 2025, respectively.

The Company established the allowance for credit losses by calculating the amount to reserve based on the age of a given trade receivable and considering historical collection patterns, bad debt expense experience, expected future trends of collections, current and expected market conditions, and any other relevant subjective adjustments as needed.

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Recoveries of previous write-offs ( 522 )

Balance as of September 30, 2025 $ 1,442

Balance as of March 31, 2026 $ 1,917

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,

2026 December 31,

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Long-term debt consisted of the following:

September 30,

2026 December 31,

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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 ;

The Credit Agreement, which expires on June 27, 2030, 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 .

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(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 September 30, 2025, the Company was in compliance with the covenants in the Credit Agreement, as amended, and had outstanding letters of credit of approximately $ 770 .

As of March 31, 2026, the Company was in compliance with the covenants in the Credit Agreement, as amended, and had outstanding letters of credit of approximately $ 832 .

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 earnings (loss) per common share for the periods indicated:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Numerator for basic and diluted earnings per common share:

Net income attributable to L.B.

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

Net income (loss) attributable to L.B.

Foster Company $ 1,500 $ ( 2,110 )

Weighted average shares outstanding 10,197 10,540

Denominator for basic earnings per common share 10,356 10,718 10,444 10,757

Denominator for basic earnings (loss) per common share 10,197 10,540

Effect of dilutive securities:

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Dilutive potential common shares 387 —

Denominator for diluted earnings per common share - adjusted weighted average shares outstanding 10,880 10,992 10,923 11,059

Basic earnings per common share $ 0.42 $ 3.35 $ 0.49 $ 4.01

Diluted earnings per common share $ 0.40 $ 3.27 $ 0.47 $ 3.91

For the three months ended September 30, 2025 and 2024, the Company recorded an income tax expense of $ 2,812 and an income tax benefit of $ 29,745 , respectively, on pre-tax income of $ 7,137 and $ 6,153 , respectively, for an effective income tax rate of 39.4 % and ( 483.4 %), respectively.

For the nine months ended September 30, 2025 and 2024, the Company recorded an income tax expense of $ 5,625 and an income tax benefit of $ 29,110 , respectively, on pre-tax income of $ 10,672 and $ 14,010 , respectively, for an effective income tax rate of 52.7 % and ( 207.8 )%, respectively.

The Company's effective income tax rate for the three and nine months ended September 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.

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 a $ 30,045 income tax benefit resulting from the change in valuation allowance previously recorded against certain U.S.

federal and state deferred taxes.

Denominator for diluted earnings (loss) per common share - adjusted weighted average shares outstanding 10,584 10,540

Basic earnings (loss) per common share $ 0.15 $ ( 0.20 )

Diluted earnings (loss) per common share $ 0.14 $ ( 0.20 )

Diluted earnings per share for the three months ended March 31, 2026 excluded 53 antidilutive shares.

For the three months ended March 31, 2026 and 2025, the Company recorded an income tax benefit of $ 81 and $ 631 , respectively, on pre-tax income (loss) of $ 1,411 and ($ 2,748 ), respectively, for an effective income tax rate of ( 5.7 %) and 23.0 %, respectively.

The Company's effective income tax rate for the three months ended March 31, 2026 differed from the federal statutory rate of 21% primarily due to the discrete impact of excess tax benefits related to share-based compensation, offset by 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.

The OBBBA includes various tax 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 impacts of the tax provisions included in the OBBBA are reflected in our results for the quarter ended September 30, 2025, and did not have a material impact on the Company's Condensed Consolidated Financial Statements.

The Company will continue to monitor any developments and guidance related to the OBBBA.

Stock-Based Compensation

The Company recorded stock-based compensation expense of $ 1,306 and $ 788 for the three months ended September 30, 2025 and 2024, respectively, and $ 3,417 and $ 3,135 for the nine months ended September 30, 2025 and 2024, respectively, related to restricted stock awards and performance unit awards.

As of September 30, 2025, unrecognized compensation expense for awards that the Company expects to vest approximated $ 6,186 .

The Company will recognize this unrecognized compensation expense over a weighted average 1.7 years through February 20, 2028.

The Company recorded stock-based compensation expense of $ 1,882 and $ 834 for the three months ended March 31, 2026 and 2025, respectively, related to restricted stock awards, restricted stock units, and performance-based stock and stock unit awards.

As of March 31, 2026, unrecognized compensation expense for awards that the Company expects to vest approximated $ 7,140 .

The Company will recognize this unrecognized compensation expense over a weighted average 2.2 years through May 22, 2028.

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

As of September 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 and nine months ended September 30, 2025 and 2024.

As of March 31, 2026, 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”).

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.

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.

Restricted Stock and Performance-Based Stock and Share Units

Under the Equity and Incentive Compensation Plan and Omnibus Plan, the Company grants certain employees restricted stock and performance-based stock and share units.

The Deferred Compensation Plan for Non-Employee Directors under the Omnibus Plan and, by amendment, under the Equity and Incentive Compensation Plan, 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 also elect to receive quarterly cash compensation in the form of fully-vested stock.

During 2026, one Board member has elected to receive fully-vested stock in lieu of cash compensation.

Restricted Stock, Restricted Stock Units, and Performance-Based Stock and Stock Units

Under the Equity and Incentive Compensation Plan and Omnibus Plan, the Company grants certain employees restricted stock, restricted stock units, and performance-based stock and stock units.

The forfeitable restricted stock awards granted generally time-vest ratably over a three-year period, unless indicated otherwise by the underlying restricted stock award agreement.

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

Performance units are subject to forfeiture and will be converted into common stock based upon the Company’s performance relative to performance measures and conversion multiples as defined in the underlying program.

The following table summarizes the restricted stock, deferred stock units, and performance-based stock and share unit activity for the periods presented:

Stock Performance-Based Stock

and Share Units Weighted Average

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

Performance stock 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.

For restricted stock units granted in 2026, participants who meet the definition of normal retirement, as defined in the 2026 Restricted Stock Unit Agreement filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q, the awards continue to vest without the requirement of future service;

for these awards, the Company recognizes compensation expense over the period from grant date through the date the employee becomes retirement eligible.

During the three months ended March 31, 2026, the Company recognized $ 675 of stock-based compensation expense associated with the accelerated expense recognition for retirement-eligible employees.

The following table summarizes the restricted stock, restricted stock units, and performance-based stock and stock unit activity for the periods presented:

Stock Restricted Stock Units Performance-Based Stock

and Stock Units* Weighted Average

Grant Date Fair Value

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Cancelled and forfeited — — ( 86,833 ) 10.06

Outstanding as of September 30, 2025 207,516 527,389 $ 16.65

Fair Value Measurements

The Company determines the fair value of assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants.

The fair values are based on assumptions that market participants would use when pricing an asset or liability, including assumptions about risk and the risks inherent in valuation techniques and the inputs to valuations.

The fair value hierarchy is based on whether the inputs to valuation techniques are observable or unobservable.

Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s own assumptions of what market participants would use.

The fair value hierarchy includes three levels of inputs that may be used to measure fair value as described below.

Quoted market prices in active markets for identical assets or liabilities.

Observable market-based inputs or unobservable inputs that are corroborated by market data.

Unobservable inputs that are not corroborated by market data.

The classification of a financial asset or liability within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

SOFR-based interest rate swaps - To reduce the impact of interest rate changes on outstanding variable-rate debt, the Company amended and entered into forward-starting SOFR-based interest rate swaps with notional values totaling $ 20,000 and $ 20,000 effective August 12, 2022 and August 31, 2022, respectively.

The 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, 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,

2024 Level 1 Level 2 Level 3

Interest rate swaps $ 79 $ — $ 79 $ — $ 430 $ — $ 430 $ —

Total assets $ 79 $ — $ 79 $ — $ 430 $ — $ 430 $ —

The $ 20,000 interest rate swap agreements that became effective August 2022 are accounted for as cash flow hedges and the objective of the hedges is to offset the expected interest variability on payments associated with the interest rate on our debt.

The gains and losses related to the interest rate swaps are reclassified from “Accumulated other comprehensive loss” in our Condensed Consolidated Balance Sheets and included in “Interest expense - net” in our Condensed Consolidated Statements of Operations as the interest expense from our debt is recognized.

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

For the nine months ended September 30, 2025 and 2024, the Company recognized interest income of $ 331 and $ 1,017 respectively, from interest rate swaps.

Outstanding as of March 31, 2026 131,921 56,127 275,560 $ 24.63

*Includes stock units for which the performance obligation has been met and are only subject to time vesting requirements prior to distribution.

Retirement Plans

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In the United Kingdom, the Company maintains two defined contribution plans and a defined benefit plan, which is frozen.

These plans are discussed in further detail below.

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”).

On May 23, 2024, the Company's Board of Directors approved the termination of the frozen 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 expects the buy out of the plan and transfer of future benefit obligations of plan participants to be completed in 2026.

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

United Kingdom Defined Benefit Plan

Net periodic pension costs were as follows for the periods presented:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Interest cost $ 65 $ 57 $ 192 $ 171

Expected return on plan assets ( 87 ) ( 95 ) ( 257 ) ( 285 )

Amortization of prior service costs and transition amount 7 6 19 18

Recognized net actuarial loss 12 8 33 24

Net periodic pension income $ ( 3 ) $ ( 24 ) $ ( 13 ) $ ( 72 )

Defined Contribution Plans

2 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

United States $ 746 $ 713

Canada 37 39 140 149

United Kingdom 274 271

5 unchanged sentences

In addition, the product warranty accrual is adjusted periodically based on the identification or resolution of known individual product warranty claims.

Union Pacific Railroad (“UPRR”) Concrete Tie Matter

On March 13, 2019, the Company and its subsidiary, CXT Incorporated (“CXT”), entered into a Settlement Agreement (the “Settlement Agreement”) with UPRR to resolve the then-pending litigation in the matter of Union Pacific Railroad Company v.

Foster Company and CXT Incorporated , Case No.

CI 15-564, in the District Court for Douglas County, Nebraska.

Under the Settlement Agreement, the Company and CXT 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.

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 March 31, 2026.

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, 2026, no such disclosures were considered necessary.

Environmental and Legal Proceedings

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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, 2025 and December 31, 2024, the Company maintained reserves of $ 1,590 and $ 1,796 , respectively, for all of its environmental liabilities.

Other Legal Matters

The Company is also subject to other legal proceedings and claims that arise in the ordinary course of its business.

Based on the Company’s assessment as of September 30, 2025, no such disclosures were considered necessary.

As of March 31, 2026 and December 31, 2025, the Company maintained environmental reserves approximating $ 1,495 for all of its environmental liabilities.

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