FOSTER L B CO 10-Q

Item 1. Financial Statements L.B. FOSTER COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share data) March 31, 2026 December 31, 2025 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 3,991 $ 4,348 Accounts receivable - net (Note 5) 77,907 80,551 Contract assets - net (Note 3) 3,640 6,395 Inventories - net (Note 6) 68,479 60,219 Other current assets 8,192 5,358 Total current assets 162,209 156,871 Property, plant, and equipment - net 77,347 77,183 Operating lease right-of-use assets - net 27,181 28,309 Other assets: Goodwill (Note 4) 32,733 33,062 Other intangibles - net (Note 4) 10,901 11,526 Deferred tax assets (Note 9) 20,497 20,355 Other assets 2,915 3,066 TOTAL ASSETS $ 333,783 $ 330,372 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 44,092 $ 52,519 Deferred revenue (Note 3) 8,670 5,900 Accrued payroll and employee benefits 6,579 11,346 Current maturities of long-term debt (Note 7) 145 153 Other accrued liabilities 13,466 14,003 Total current liabilities 72,952 83,921 Long-term debt (Note 7) 59,539 42,603 Deferred tax liabilities (Note 9) 871 903 Long-term operating lease liabilities 23,258 24,266 Other long-term liabilities 2,669 2,681 Stockholders’ equity: Common stock, par value $ 0.01 , authorized 20,000,000 shares; 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 111 111 Paid-in capital 39,507 44,782 Retained earnings 176,624 175,124 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 ) Accumulated other comprehensive loss ( 22,081 ) ( 20,889 ) Total L.B. Foster Company stockholders’ equity 173,620 175,276 Noncontrolling interest 874 722 Total stockholders’ equity 174,494 175,998 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 333,783 $ 330,372 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 3 Table of Contents L.B. FOSTER COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share data) Three Months Ended March 31, 2026 2025 Sales of goods $ 105,188 $ 86,548 Sales of services 15,956 11,244 Total net sales 121,144 97,792 Cost of goods sold 80,933 66,938 Cost of services sold 14,515 10,703 Total cost of sales 95,448 77,641 Gross profit 25,696 20,151 Selling and administrative expenses 23,033 20,952 Amortization expense 618 1,122 Operating income (loss) 2,045 ( 1,923 ) Interest expense - net 851 1,143 Other income - net ( 217 ) ( 318 ) 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 (loss) attributable to L.B. Foster Company $ 1,500 $ ( 2,110 ) Per share data attributable to L.B. Foster shareholders: 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 Diluted weighted average shares outstanding 10,584 10,540 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 4 Table of Contents L.B. FOSTER COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (In thousands) Three Months Ended March 31, 2026 2025 Net income (loss) $ 1,492 $ ( 2,117 ) Other comprehensive income, net of tax: Foreign currency translation adjustment ( 1,037 ) 103 Unrealized gain (loss) on cash flow hedges, net of tax expense of $ 0 5 ( 266 ) Total comprehensive income (loss) 460 ( 2,280 ) Less comprehensive income attributable to noncontrolling interest: Net loss attributable to noncontrolling interest ( 8 ) ( 7 ) Foreign currency translation adjustment 160 116 Amounts attributable to noncontrolling interest 152 109 Comprehensive income (loss) attributable to L.B. Foster Company $ 308 $ ( 2,389 ) * Reclassifications out of “Accumulated other comprehensive loss” for pension obligations are charged to “Selling and administrative expenses” within the Condensed Consolidated Statements of Operations. The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 5 Table of Contents L.B. FOSTER COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands) Three Months Ended March 31, 2026 2025 (Unaudited) CASH FLOWS FROM 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 ) Depreciation 2,277 2,305 Amortization 618 1,122 Equity in income of nonconsolidated investments — ( 54 ) Stock-based compensation 1,882 834 Change in operating assets and liabilities: Accounts receivable 2,463 7,756 Contract assets 2,721 3,691 Inventories ( 8,392 ) ( 11,083 ) Other current assets ( 3,228 ) ( 2,895 ) Other noncurrent assets 1,544 ( 5,236 ) Accounts payable ( 8,152 ) ( 12,649 ) Deferred revenue 2,797 ( 129 ) Accrued payroll and employee benefits ( 4,747 ) ( 10,129 ) Other current liabilities ( 454 ) ( 2,613 ) Other long-term liabilities ( 1,085 ) 5,827 Net cash used in operating activities ( 10,438 ) ( 26,136 ) CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures on property, plant, and equipment ( 2,960 ) ( 2,575 ) Net cash used in investing activities ( 2,960 ) ( 2,575 ) CASH FLOWS FROM FINANCING ACTIVITIES: Repayments of debt ( 97,658 ) ( 71,314 ) Proceeds from debt 114,603 106,205 Treasury stock acquisitions ( 3,846 ) ( 6,071 ) Net cash provided by financing activities 13,099 28,820 Effect of exchange rate changes on cash and cash equivalents ( 58 ) 49 Net (decrease) increase in cash and cash equivalents ( 357 ) 158 Cash and cash equivalents at beginning of period 4,348 2,454 Cash and cash equivalents at end of period $ 3,991 $ 2,612 Supplemental disclosure of cash flow information: Interest paid $ 822 $ 1,010 Income taxes paid $ 192 $ 341 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements. 6 Table of Contents L.B. FOSTER COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) (Dollars in thousands) Three Months Ended March 31, 2026 Common Stock Paid-in Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Loss Noncontrolling Interest Total Stockholders’ Equity Balance, December 31, 2025 $ 111 $ 44,782 $ 175,124 $ ( 23,852 ) $ ( 20,889 ) $ 722 $ 175,998 Net income (loss) — — 1,500 — — ( 8 ) 1,492 Other comprehensive loss, net of tax: Foreign currency translation adjustment — — — — ( 1,197 ) 160 ( 1,037 ) Unrealized derivative gain on cash flow hedges — — — — 5 — 5 Issuance of 190,837 common shares, net of shares withheld for taxes — ( 7,157 ) — 3,311 — — ( 3,846 ) Stock-based compensation — 1,882 — — — — 1,882 Balance, March 31, 2026 $ 111 $ 39,507 $ 176,624 $ ( 20,541 ) $ ( 22,081 ) $ 874 $ 174,494 Three Months Ended March 31, 2025 Common Stock Paid-in Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Loss Noncontrolling Interest Total Stockholders’ Equity Balance, December 31, 2024 $ 111 $ 43,550 $ 167,579 $ ( 11,208 ) $ ( 21,716 ) $ 698 $ 179,014 Net loss — — ( 2,110 ) — — ( 7 ) ( 2,117 ) Other comprehensive income, net of tax: Foreign currency translation adjustment — — — — 103 116 219 Unrealized derivative loss on cash flow hedges — — — — ( 266 ) — ( 266 ) Purchase of 168,911 common shares for treasury — — — ( 4,277 ) — — ( 4,277 ) Issuance of 95,952 common shares, net of shares withheld for taxes — ( 2,561 ) — 749 — — ( 1,812 ) Stock-based compensation — 834 — — — — 834 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 Table of Contents L.B. FOSTER COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Dollars in thousands, except share data) Note 1. Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The year-end consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. In the opinion of management, all estimates and adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three 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. Foster Company’s Annual Report on Form 10-K for the year ended December 31, 2025. In this Quarterly Report on Form 10-Q, references to “we,” “us,” “our,” and the “Company” refer collectively to L.B. Foster Company and its consolidated subsidiaries. Recently Issued Accounting Standards 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. The new disclosures will require public business entities to disclose in the notes to the financial statements, at each interim and annual reporting period, specific information about certain costs and expenses, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each expense caption presented on the face of the income statement, and the total amount of an entity's selling expenses. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, and may be applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance on the consolidated financial statements. Note 2. Business Segments The Company is a global technology solutions provider of engineered, manufactured products and services that builds and supports infrastructure. The Company 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. The Company has two reportable segments: Rail, Technologies, and Services (“Rail”), and Infrastructure Solutions (“Infrastructure”). The Company’s segments represent components of the Company (a) that engage in activities from which revenue is generated and expenses are incurred, (b) whose operating results are regularly reviewed by the 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. 8 Table of Contents 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. Segment operating income includes reportable segment gross profit and direct expenses such as salaries, benefits, restructuring, research and development, professional and purchased services expenditures, amortization expense, bad debt expense, and other segment expenses. Additionally, segment operating income includes allocated corporate operating expenses associated with central services such as quality, logistics, environmental health and safety, information technology, insurance, and human resources. Other corporate functional costs that are associated with the operating segments are also allocated to the segments such as finance, marketing, credit and collections, and treasury functions. Operating expenses related to corporate headquarter functions are allocated to each segment based on segment headcount, revenue contribution, or activity of the business units within the segments, based on the corporate activity type provided to the segment. Management believes the allocation of corporate operating expenses provides an accurate presentation of how the segments utilize corporate support activities. This provides the CODM meaningful segment profitability information to support operating decisions and the allocation of resources. Certain corporate costs are separately managed on a consolidated basis and are not allocated to the operating segments. These corporate costs include public company costs such as listing fees, audit fees, compliance costs, insurance costs, and Board of Directors fees. Additionally, certain corporate executive management costs, including costs of the corporate executive leadership team, and corporate management stock-based compensation expenses are not allocated to the operating segments. Finally, interest expense, 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 March 31, 2026 2025 Rail, Technologies, and Services Infrastructure Solutions Total Rail, Technologies, and Services Infrastructure Solutions Total Net sales $ 74,776 $ 46,368 $ 121,144 $ 54,015 $ 43,777 $ 97,792 Less: Cost of sales ( 58,634 ) ( 36,814 ) ( 95,448 ) ( 41,986 ) ( 35,655 ) ( 77,641 ) Selling and administrative employment costs ( 7,567 ) ( 5,843 ) ( 13,410 ) ( 7,399 ) ( 5,564 ) ( 12,963 ) Purchased services (1) ( 1,773 ) ( 1,546 ) ( 3,319 ) ( 1,673 ) ( 1,358 ) ( 3,031 ) General administrative costs (2) ( 1,645 ) ( 1,355 ) ( 3,000 ) ( 1,993 ) ( 1,342 ) ( 3,335 ) Amortization expense ( 337 ) ( 281 ) ( 618 ) ( 820 ) ( 302 ) ( 1,122 ) Segment operating income (loss) $ 4,820 $ 529 $ 5,349 $ 144 $ ( 444 ) $ ( 300 ) Reconciliation of segment operating income Total segment operating income (loss) $ 5,349 $ ( 300 ) Interest expense - net ( 851 ) ( 1,143 ) Other income - net 217 318 Public company costs ( 1,105 ) ( 1,125 ) Corporate executive management costs ( 790 ) ( 220 ) Corporate management stock-based compensation ( 1,409 ) ( 278 ) 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 any restructuring expenditures. 9 Table of Contents 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, 2026 2025 Depreciation/Amortization Expenditures for Long-Lived Assets Depreciation/Amortization Expenditures for Long-Lived Assets Rail, Technologies, and Services $ 693 $ 274 $ 1,168 $ 427 Infrastructure Solutions 1,679 1,959 1,764 2,038 Reportable segments total $ 2,372 $ 2,233 $ 2,932 $ 2,465 Corporate 523 727 495 110 Total $ 2,895 $ 2,960 $ 3,427 $ 2,575 The following table summarizes the Company's total assets by reportable segment for the following periods: March 31, 2026 December 31, 2025 Rail, Technologies, and Services $ 145,709 $ 155,552 Infrastructure Solutions 138,939 128,489 Reportable segments total 284,648 284,041 Corporate 49,135 46,331 Total $ 333,783 $ 330,372 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 Cash paid ( 270 ) Balance as of March 31, 2026 $ 576 10 Table of Contents Note 3. Revenue The following table summarizes the Company’s sales by major product and service line for the periods presented: Three Months Ended March 31, 2026 2025 Rail Products $ 41,279 $ 29,319 Global Friction Management 21,707 15,563 Technology Services and Solutions 11,790 9,133 Rail, Technologies, and Services 74,776 54,015 Precast Concrete Products 33,045 28,204 Steel Products 13,323 15,573 Infrastructure Solutions 46,368 43,777 Total net sales $ 121,144 $ 97,792 The majority of the Company’s revenue is from products transferred and services rendered to customers at a point in time. The Company recognizes revenue at the point in time at which the customer obtains control of the product or service, which is generally when the product title passes to the customer upon shipment or the service has been rendered to the customer. In limited cases, title does not transfer and revenue is not recognized until the customer has received the products at a designated physical location. 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 Point in time $ 63,265 $ 31,212 $ 94,477 Over time 11,511 15,156 26,667 Total net sales $ 74,776 $ 46,368 $ 121,144 Three Months Ended March 31, 2025 Rail, Technologies, and Services Infrastructure Solutions Total Point in time $ 44,925 $ 28,627 $ 73,552 Over time 9,090 15,150 24,240 Total net sales $ 54,015 $ 43,777 $ 97,792 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 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. The Company’s estimates related to these long-term agreements are further described in “Note 3. 11 Table of Contents Revenue” of the Notes to the Company’s Consolidated Financial Statements contained in its Annual Report on Form 10-K for the year ended December 31, 2025. Revenue recognized over time was as follows for the periods presented: Three Months Ended March 31, Percentage of Total Net Sales Three Months Ended March 31, 2026 2025 2026 2025 Over time input method $ 9,853 $ 7,742 8.1 % 7.9 % Over time output method 16,814 16,498 13.9 16.9 Total over time sales $ 26,667 $ 24,240 22.0 % 24.8 % The timing of revenue recognition, billings, and cash collections results in billed receivables, costs in excess of billings (included in “Contract assets - net”), and billings in excess of costs (contract liabilities), included in “Deferred revenue” within the Condensed Consolidated Balance Sheets. The following table sets forth the Company’s contract assets: Contract Assets Balance as of December 31, 2025 $ 6,395 Revenue recognized but not yet billed 933 Transfers from contract asset balance to accounts receivable ( 3,688 ) Balance as of March 31, 2026 $ 3,640 The following table sets forth the Company’s contract liabilities: Contract Liabilities Balance as of December 31, 2025 $ 973 Revenue recognized from contract liabilities ( 501 ) Increase in billings in excess of cost, excluding revenue recognized 516 Balance as of March 31, 2026 $ 988 The Company has established policies regarding allowance for credit losses associated with contract assets, which includes standalone reserve assessments for its long term, complex contracts as needed as well as detailed regular review and updates to contract margins, progress, and value. A standard reserve threshold is applied to contract assets related to short term, less complex contracts. Management also regularly reviews collection patterns and future expected collections and makes necessary revisions to allowance for credit losses related to contract assets. As of 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. Note 4. Goodwill and Other Intangible Assets The following table presents the changes in goodwill balance by reportable segment for the period presented: Rail, Technologies, and Services Infrastructure Solutions Total Balance as of December 31, 2025 $ 21,386 $ 11,676 $ 33,062 Foreign currency translation impact ( 329 ) — ( 329 ) 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 12 Table of Contents 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 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: March 31, 2026 Weighted Average Amortization Period In Years Gross Carrying Value Accumulated Amortization Net Carrying Amount Patents 10 $ 319 $ ( 207 ) $ 112 Customer relationships 12 28,592 ( 22,481 ) 6,111 Trademarks and trade names 13 8,024 ( 5,931 ) 2,093 Technology 7 32,770 ( 30,312 ) 2,458 Favorable lease 6 327 ( 200 ) 127 $ 70,032 $ ( 59,131 ) $ 10,901 December 31, 2025 Weighted Average Amortization Period In Years Gross Carrying Value Accumulated Amortization Net Carrying Amount Patents 10 $ 324 $ ( 211 ) $ 113 Customer relationships 12 28,771 ( 22,331 ) 6,440 Trademarks and trade names 13 8,055 ( 5,818 ) 2,237 Technology 7 32,819 ( 30,224 ) 2,595 Favorable lease 6 327 ( 186 ) 141 $ 70,296 $ ( 58,770 ) $ 11,526 Note 5. Accounts Receivable Changes in reserves for uncollectible accounts are recorded as part of “Selling and administrative expenses” in the Condensed Consolidated Statements of Operations and are recorded net of recoveries of previous write-offs. 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. Management maintains high-quality credit review practices and positive customer relationships that mitigate credit risks. The Company’s reserves are regularly reviewed and revised as necessary. The following table sets forth the Company’s allowance for credit losses: Allowance for Credit Losses Balance as of December 31, 2025 $ 1,630 Current period provision 822 Write-off against allowance ( 13 ) Recoveries of previous write-offs ( 522 ) Balance as of March 31, 2026 $ 1,917 13 Table of Contents Note 6. Inventory Inventory is valued at average cost or net realizable value, whichever is lower. The Company’s components of inventory are summarized in the following table for the periods presented: March 31, 2026 December 31, 2025 Finished goods $ 37,430 $ 29,754 Work-in-process 7,653 4,947 Raw materials 23,396 25,518 Inventories - net $ 68,479 $ 60,219 Note 7. Long-Term Debt and Related Matters Long-term debt consisted of the following: March 31, 2026 December 31, 2025 Revolving credit facility $ 59,149 $ 42,194 Finance leases and financing agreements 535 562 Total 59,684 42,756 Less current maturities ( 145 ) ( 153 ) Long-term portion $ 59,539 $ 42,603 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, 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 . 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 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 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 . 14 Table of Contents Note 8. Earnings Per Common Share (Share amounts in thousands) The following table sets forth the computation of basic and diluted earnings (loss) per common share for the periods indicated: Three Months Ended March 31, 2026 2025 Numerator for basic and diluted earnings (loss) per common share: Net income (loss) attributable to L.B. Foster Company $ 1,500 $ ( 2,110 ) Denominator: Weighted average shares outstanding 10,197 10,540 Denominator for basic earnings (loss) per common share 10,197 10,540 Effect of dilutive securities: Stock compensation plans 387 — Dilutive potential common shares 387 — 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. Note 9. Income Taxes 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. Note 10. Stock-Based Compensation 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 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”). 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 March 31, 2026 and 2025. 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, 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. 15 Table of Contents 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 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: Restricted Stock Restricted Stock Units Performance-Based Stock and Stock Units* Weighted Average Grant Date Fair Value Outstanding as of December 31, 2025 191,032 — 523,934 $ 16.56 Granted — 56,127 78,245 31.13 Vested ( 59,111 ) — ( 239,786 ) 12.76 Cancelled and forfeited — — ( 86,833 ) 10.06 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. Note 11. Retirement Plans The Company has two defined contribution retirement plans that cover its hourly and salaried employees in the United States. Employees are eligible to participate in the appropriate plan based on employment classification. The Company’s contributions to the defined contribution plans are governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the Company’s policy and investment guidelines applicable to each respective plan. The Company’s policy is to contribute at least the minimum in accordance with the funding standards of ERISA. The Company maintains one defined contribution plan for its employees in Canada. In the United Kingdom, the Company maintains two defined contribution plans and a defined benefit plan, which is frozen. On May 23, 2024, the Company's Board of Directors approved the termination of 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. 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 2026. The Company does not expect to make any further contributions to the UK DB Plan. Defined Contribution Plans The Company sponsors five defined contribution plans for hourly and salaried employees across its domestic and international facilities. The following table summarizes the expense associated with the contributions made to these plans for the periods presented: Three Months Ended March 31, 2026 2025 United States $ 746 $ 713 Canada 57 70 United Kingdom 274 271 $ 1,077 $ 1,054 16 Table of Contents Note 12. Commitments and Contingent Liabilities Product Liability Claims The Company is subject to product warranty claims that arise in the ordinary course of its business. For certain manufactured products, the Company maintains a product warranty accrual as a percentage of cost of sales. In addition, the product warranty accrual is adjusted periodically based on the identification or resolution of known individual product warranty claims. 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 The Company is subject to national, state, foreign, provincial, and/or local laws and regulations relating to the protection of the environment. The Company’s efforts to comply with environmental regulations may have an adverse effect on its future earnings. On June 5, 2017, a General Notice Letter was received from the United States Environmental Protection Agency (“EPA”) indicating that the Company may be a potentially responsible party (“PRP”) regarding the Portland Harbor Superfund Site cleanup along with numerous other companies. More than 140 other companies received such a notice. The Company and a predecessor owned and operated a facility near the harbor site for a period prior to 1982. The net present value and undiscounted costs of the selected remedy throughout the harbor site are estimated by the EPA to be approximately $ 1.1 billion and $ 1.7 billion respectively, and the remedial work is expected to take as long as 13 years to complete. Other estimates indicate that these costs may increase given that the remedy will not be initiated or completed for several years. The Company is reviewing the basis for its identification by the EPA and the nature of the historic operations of a Company predecessor near the site. Additionally, the Company executed a PRP agreement which provides for a private allocation process among almost 100 PRPs in a working group whose work is ongoing and involves a process that will ultimately conclude a proposed allocation of liability for cleanup of the site and various sub-areas. The Company does not have any individual risk sharing agreements in place with respect to the site, and was only associated with the site from 1976 to when it purchased the stock of a company whose assets it sold in 1982 and which was dissolved in 1994. On March 26, 2020, the EPA issued a Unilateral Administrative Order to two parties requiring them to perform remedial design work for that portion of the Harbor Superfund Site that includes the area closest to the facility; the Company was not a recipient of this Unilateral Administrative Order. 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 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. Based upon information currently available, management does not believe that the Company’s alleged PRP status regarding the Portland Harbor Superfund Site or other compliance with the present environmental protection laws will have a material adverse effect on the financial condition, results of operations, cash flows, competitive position, or capital expenditures of the Company. As more information develops and the allocation process is completed, and given the resolution of factors like those described above, an unfavorable resolution could have a material adverse effect. As of March 31, 2026 and December 31, 2025, the Company maintained environmental reserves approximating $ 1,495 for all of its environmental liabilities. 17 Table of Contents