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What changed in FOSTER L B CO's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of FOSTER L B CO's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+240 added−216 removedSource: 10-K (2025-03-07) vs 10-K (2024-03-06)

Top changes in FOSTER L B CO's 2024 10-K

240 paragraphs added · 216 removed · 146 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

39 edited+12 added−15 removed47 unchanged
Biggest changeThe following table shows the net sales for each reporting segment as a percentage of total net sales for the years ended December 31, 2023 and 2022: Percentage of Net Sales 2023 2022 Rail, Technologies, and Services 57 % 60 % Infrastructure Solutions 43 40 100 % 100 % Rail, Technologies, and Services The Company’s Rail segment is comprised of several manufacturing, distribution, and service businesses that provide a variety of products, solutions, and services for freight and passenger railroads and other industrial companies throughout the world.
Biggest changeRail, Technologies, and Services The Company’s Rail segment is comprised of several manufacturing, distribution, and service businesses that provide a variety of products, solutions, and services for freight and passenger railroads and other industrial companies throughout the world.
The Company’s purchases from foreign suppliers are subject to foreign currency exchange rate changes and the risks associated with changes in international conditions, as well as US and international laws that could impose import restrictions on selected classes of products and for anti-dumping duties if products are sold in the US at prices that are below specified prices.
The Company’s purchases from foreign suppliers are subject to foreign currency exchange rate changes, tariffs, and the risks associated with changes in international conditions, as well as US and international laws that could impose import restrictions and tariffs on selected classes of products and for anti-dumping duties if products are sold in the US at prices that are below specified prices.
Rail Products The Rail Products business unit is comprised of the Company’s Rail Distribution, Allegheny Rail Products, and Transit Products. The Concrete Ties business was also included in Rail Products until it was sold in June of 2023.
Rail Products The Rail Products business unit is comprised of the Company’s Rail Distribution, Allegheny Rail Products, and Transit Products. The Concrete Ties business was included in Rail Products until it was sold in June of 2023.
These offerings create a smart interface between conventional rail products and intelligent digital technologies to monitor safety, increase network velocity, and enable the digital railway. In addition, the business unit provides controls, display, and telecommunication contract management solutions for the transit, control room, and customer information and display sectors to enhance safety, operational efficiency, and customer experience.
These offerings create a smart interface between conventional rail products and intelligent digital technologies to monitor safety, increase network velocity, and enable the digital railway. In addition, the business unit provides controls, displays, digital signage, and telecommunication contract management solutions for the transit, control room, and customer information and display sectors to enhance safety, operational efficiency, and customer experience.
Development Planning The Company actively promotes proactive planning and implementation of action steps towards our employees’ career goals. Developmental experiences can consist of training, developing, mentoring, and coaching. Succession Planning A process for identifying and developing employees with the potential to fill key business leadership positions within the Company are key to future success.
Development Planning The Company actively promotes proactive planning and implementation of action steps towards our employees’ career goals. Developmental experiences can consist of training, developing, mentoring, and coaching. Succession Planning A process for identifying and developing employees with the potential to fill key business leadership positions within the Company is key to future success.
Our website and the information posted thereto is not part of this Annual Report on Form 10-K and unless otherwise stated is specifically not incorporated by reference herein. Executive Officers of the Registrant Information concerning the executive officers of the Company is set forth below: Name Age Position Brian H.
Our website and the information posted thereto is not part of this Annual Report on Form 10-K and unless otherwise stated is specifically not incorporated by reference herein. Information about our Executive Officers Information concerning the executive officers of the Company is set forth below: Name Age Position Brian H.
Prior to these roles, he served in roles of increasing responsibility, including: Vice President - Finance Infrastructure, Director of Finance - M&A and Planning, Director of Finance – Kennametal Europe, Director of Finance - MSSG Americas, Assistant Corporate Controller, and Director of Financial Reporting. Mr.
Prior to these roles, he served in roles of increasing responsibility, including: Vice President - Finance Infrastructure, Director of Finance - M&A and Planning, Director of Finance – Kennametal Europe, Director of Finance - MSSG Americas, Assistant Corporate Controller, and Director of Financial Reporting. Ms.
The expectation of all employees, at every level of the organization, is to execute our business strategy in a manner that adheres to these core values and demonstrates commitment to the L.B. Foster SPIRIT.
The expectation of all employees, at every level of the organization, is to execute our business strategy in a manner that adheres to these core values and demonstrates commitment to the L.B.
Among our core values are safety, teamwork, and innovation which we rely on to create more advanced solutions around sustainability. We also emphasize continual improvement in preventing pollution and reducing the environmental impact of our operations while maximizing opportunities for environmental and social benefits. Health and Safety L.B.
Among our core values are safety, teamwork, and innovation which we rely on to create more advanced solutions around sustainability. We also emphasize continual improvement in preventing pollution and reducing the environmental impact of our operations while maximizing opportunities for environmental and social benefits.
Friedman was employed by ABB Ltd from 2012 to 2019 in various roles including Director Global Product Management and Manufacturing Unit Manager. Previously, he served in various research and development and operations roles for Hunter Fan Company from 2001 to 2012. Mr.
Prior to joining the Company, Mr. Friedman was employed by ABB Ltd from 2012 to 2019 in various roles including Director Global Product Management and Manufacturing Unit Manager. Previously, he served in various research and development and operations roles for Hunter Fan Company from 2001 to 2012. Mr.
Environmental Disclosures Information regarding environmental matters is included in Part II, Item 8, Financial Statements and Supplementary Data, Note 18 to the Consolidated Financial Statements included in this Annual Report on Form 10-K, which is incorporated by reference into this Item 1. 6 Table of Contents Human Capital Management People are the heart of L.B. Foster’s success.
Environmental Disclosures Information regarding environmental matters is included in Part II, Item 8, Financial Statements and Supplementary Data, Note 17 to the Consolidated Financial Statements included in this Annual Report on Form 10-K, which is incorporated by reference into this Item 1. Human Capital Management People are the heart of L.B. Foster’s success.
Kelly headed Human Resources for 84 Lumber Company from 2004. Previously, he served as a Director of Human Resources for American Greetings Corp. from 1994 to 2004. Mr.
Prior to joining the Company, Mr. Kelly headed Human Resources for 84 Lumber Company from 2004. Previously, he served as a Director of Human Resources for American Greetings Corp. from 1994 to 2004. Mr.
Precast also manufactures various other precast concrete products such as sounds walls, bridge beams, box culverts, septic tanks, and other custom pre-stressed and precast concrete products at its Boise, ID, Hillsboro, TX, and Waverly, WV manufacturing facilities.
These facilities also manufacture various other precast concrete products such as sounds walls, bridge beams, box culverts, septic tanks, and other custom pre-stressed and precast concrete products at its Boise, ID, Hillsboro, TX, and Waverly, WV facilities.
These products are usually sold to contractors or by sealed bid to passenger railroads. Concrete Ties (“Ties”) - This division manufactures engineered concrete railroad ties for freight and passenger railroads and industrial accounts at its facility in Spokane, WA. The Company completed the sale of the operating assets of this division in June of 2023.
These products are usually sold to contractors or by sealed bid to passenger railroads. 4 T able of Contents Concrete Ties (“Ties”) - This division manufactured engineered concrete railroad ties for freight and passenger railroads and industrial accounts at its facility in Spokane, WA. The Company completed the sale of the operating assets of this division in June of 2023.
Kasel was elected President and Chief Executive Officer in July 2021, having previously served as Senior Vice President and Chief Operating Officer since December 2019, Senior Vice President - Rail and Construction from 2017 to 2019, Senior Vice President - Rail Products and Services from 2012 to 2017, Senior Vice President - Operations and Manufacturing from 2005 to 2012, and Vice President - Operations and Manufacturing from 2003 to 2005.
Kasel was elected President and Chief Executive Officer in July 2021, having previously served as Senior Vice President and Chief Operating Officer since December 2019, Senior Vice President - Rail and Construction from 2017 to 2019, Senior Vice President - Rail Products and Services from 2012 to 2017, Senior Vice President - Operations and Manufacturing from 2005 to 2012, 8 T able of Contents and Vice President - Operations and Manufacturing from 2003 to 2005.
The recruitment process includes analyzing the requirements of a job, meeting with hiring management to determine the appropriate qualifications and experience for the position, attracting qualified candidates to that job, providing opportunities to advance diversity in the workforce, screening and selecting applicants, hiring, and ultimately integrating the new employee to the organization.
The recruitment process includes analyzing the requirements of a job, meeting with hiring management to determine the appropriate qualifications and experience for the position, attracting qualified candidates to that job, screening and selecting applicants, hiring, and ultimately integrating the new employee to the organization.
Diversity and Inclusion The Company is dedicated to the principle of equal employment opportunity and the provision of a workplace free from discrimination and harassment in accordance with all applicable federal, state, and local laws and regulations.
Foster SPIRIT. 6 T able of Contents Diversity and Inclusion The Company is dedicated to the principle of equal employment opportunity and the provision of a workplace free from discrimination and harassment in accordance with all applicable federal, state, and local laws and regulations.
The Company employs a global sales force of approximately 78 people of which 17 are located outside of the US to reach current customers and cultivate potential customers in these areas. For the years ended December 31, 2023 and 2022, approximately 15% and 24%, respectively, of the Company’s total sales were outside the US.
The Company employs a global sales force of approximately 79 people of which 16 are located outside of the US to reach current customers and cultivate potential customers in these areas. For the years ended December 31, 2024 and 2023, approximately 14% and 15%, respectively, of the Company’s total sales were outside the US.
Guinee served as Vice President - Securities and Corporate and Assistant Secretary at Education Management Corporation from 2013 to early 2014, and was employed by H. J. Heinz Company from 1997 to 2013, last serving as Vice President - Corporate Governance and Securities and Assistant Secretary. Mr. Jones has worked at L.B. Foster since 2010. Mr.
Guinee served as Vice President - Securities and Corporate and Assistant Secretary at Education Management Corporation from 2013 to early 2014, and was employed by H. J. Heinz Company from 1997 to 2013, last serving as Vice President - Corporate Governance and Securities and Assistant Secretary. Mr.
Friedman was elected Senior Vice President - Steel Products and Special Projects in December of 2023, having previously served as Senior Vice President, Steel Products, Vice President - Steel Products and Measurement, and Vice President - Coatings and Measurement since joining the Company in May of 2019. Prior to joining the Company, Mr.
Friedman was elected Executive Vice President and Chief Growth Officer in July of 2024, having previously served as the Company’s Senior Vice President - Steel Products and Special Projects since December of 2023, and prior to that served as Senior Vice President, Steel Products, Vice President - Steel Products and Measurement, and Vice President - Coatings and Measurement since joining the Company in May of 2019.
The Company has 9 locations/businesses throughout North America and Europe that Environmental Management Systems has independently assessed and are compliant with the requirements of ISO 14001:2015 and ISO 45001:2018.
The Company has nine locations/businesses throughout North America and Europe where the Environmental Management Systems have been independently assessed and verified as compliant with the requirements of ISO 14001:2015 and ISO 45001:2018.
Kelly was elected Executive Vice President - Human Resources and Administration in June of 2023, having previously served as Senior Vice President - Human Resources and Administration, and was elected Vice President - Human Resources and Administration in 2012, having previously served as Vice President, Human Resources since 2006. Prior to joining the Company, Mr.
Kelly was elected Executive Vice President - Senior Advisor to the Chief Executive Officer in January 2025, having previously served as Executive Vice President - Human Resources and Administration since 2023, Senior Vice President - Human Resources and Administration, and was elected Vice President - Human Resources and Administration in 2012, having previously served as Vice President, Human Resources since 2006.
Insulated joints are manufactured domestically at the Company’s facilities in Pueblo, CO and Niles, OH. 4 Table of Contents Transit Products - This division supplies designed, engineered, and outsourced-manufactured direct fixation fasteners, coverboards, and special accessories primarily for passenger railroad systems. Transit Products also manufactures power rail, also known as third rail, at its facility in Niles, OH.
Allegheny Rail Products (“ARP”) - ARP engineers and manufactures insulated rail joints and related accessories for freight and passenger railroads and industrial customers. Insulated joints are manufactured domestically at the Company’s facilities in Pueblo, CO and Niles, OH. Transit Products - This division supplies designed, engineered, and outsourced-manufactured direct fixation fasteners, coverboards, and special accessories primarily for passenger railroad systems.
Precision Measurement Products and Systems - The Company manufactured and provided turnkey solutions for metering and injection systems primarily for the oil, and, to a lesser extent, gas industry via its Chemtec Energy Services LLC (“Chemtec”) business. The Willis, TX location operated a fabrication plant that built metering systems for custody transfer applications, including crude oil and other petroleum-based products.
Precision Measurement Products and Systems - The Company previously manufactured and provided turnkey solutions for metering and injection systems primarily for the oil, and, to a lesser extent, gas industry via its Chemtec Energy Services LLC (“Chemtec”) business.
The Company completed the sale of the Chemtec business, which included all of the operating assets of this division, in March of 2023. International Operations L.B. Foster Company generally markets its Rail products and services directly in all major industrial areas of North America, South America, Europe and Asia. Infrastructure products and services are primarily marketed domestically.
Foster Company generally markets its Rail products and services directly in all major industrial areas of North America, South America, Europe and Asia. Infrastructure products and services are primarily marketed domestically.
The Company has implemented initiatives to advance diversity and inclusion, including changes to recruitment, onboarding, and employee training, and has facilitated the Spark initiative, which is an employee resource group targeting all employees interested in furthering the mission of empowerment and professional growth of women in the workplace.
The Company continues to support the Spark initiative, which is an employee resource group available to all employees interested in furthering the mission of empowerment and professional growth of women in the workplace.
Protective Pipe Coatings - There are two pipeline coating services locations that make up our Protective Coatings division. Our Birmingham, AL facility coats the outside and inside diameter of pipe primarily for oil and gas transmission pipelines.
Our Birmingham, AL facility coats the outside and inside diameter of pipe primarily for oil and gas transmission pipelines.
Lippard 55 Senior Vice President - Rail, Technologies, and Services Robert A. Ness 60 Senior Vice President - Infrastructure Solutions Sean M. Reilly 51 Corporate Controller and Principal Accounting Officer William M. Thalman 57 Executive Vice President and Chief Financial Officer William F. Treacy 64 Executive Vice President and Chief Growth Officer Mr.
Kelly 65 Executive Vice President - Senior Advisor to the Chief Executive Officer Gregory W. Lippard 56 Senior Vice President - Rail, Technologies, and Services Robert A. Ness 61 Senior Vice President - Infrastructure Solutions Sean M. Reilly 52 Corporate Controller and Principal Accounting Officer William M. Thalman 58 Executive Vice President and Chief Financial Officer Jamie F.
The second location, situated in Willis, TX, applies specialty outside and inside diameter coatings for a wide variety of pipe diameters for oil and gas transmission, mining, and waste-water pipelines, as well as custom coatings for specialty pipe fittings and connections.
This location partners with its customer, a pipe manufacturer, to market fusion bonded epoxy coatings, abrasion resistant coatings, and internal linings for a wide variety of pipe diameters for use in pipeline projects throughout North America. 5 T able of Contents The second location, situated in Willis, TX, applies specialty outside and inside diameter coatings for a wide variety of pipe diameters for oil and gas transmission, mining, and waste-water pipelines, as well as custom coatings for specialty pipe fittings and connections.
Raw Materials and Supplies The Company purchases a variety of raw materials from its supplier base including steel, aggregate, epoxy, electronics, and components, from both domestic and foreign suppliers. Products are also purchased in the form of finished or semi-finished products with the majority of product being supplied by domestic and foreign steel producers.
Raw Materials and Supplies The Company purchases a variety of raw materials from its supplier base including epoxy, electronics, and components, from both domestic and foreign suppliers. The Company also purchases steel, cement, and aggregates which are primarily sourced from domestic suppliers.
Financial information concerning these segments is set forth in Part II, Item 8, Financial Statements and Supplementary Data, Note 2 to the Consolidated Financial Statements contained in this Annual Report on Form 10-K, which is incorporated by reference into this Item 1.
The following table shows the net sales for each reporting segment as a percentage of total net sales for the years ended December 31, 2024 and 2023: Percentage of Net Sales 2024 2023 Rail, Technologies, and Services 62 % 57 % Infrastructure Solutions 38 43 100 % 100 % Financial information concerning these segments is set forth in Part II, Item 8, Financial Statements and Supplementary Data, Note 2 to the Consolidated Financial Statements contained in this Annual Report on Form 10-K, which is incorporated by reference into this Item 1.
Skratch’s service offerings include design, prototyping and proof of concept, hardware and software, logistics and warehousing, installation, maintenance, content management, and managed monitoring. Infrastructure Solutions The Infrastructure segment uses its industry expertise to design, manufacture, and deploy advanced technologies that positively impact the built environment, including precast concrete buildings and products, bridge products, and pipe protective coatings and threading.
These products, systems, and services are designed, engineered, serviced, and marketed in the US, UK, Canada, and Germany. Infrastructure Solutions The Infrastructure segment uses its industry expertise to design, manufacture, and deploy advanced technologies that positively impact the built environment, including precast concrete buildings and products, bridge products, and steel pipe protective coatings and threading.
The Company has one collective bargaining agreement covering 11 employees which is scheduled to expire in March 2025. The Company divested its Ties and Track Components divisions on June 30, 2023 and August 1, 2022, respectively, which included collective bargaining agreements with employees of those business divisions.
There were 500 hourly production workers and 557 salaried employees. Of the hourly production workers, 8 were represented by unions. The Company has one collective bargaining agreement covering 8 employees which is being negotiated and is scheduled to expire in March 2025. The Company divested its Ties division on June 30, 2023.
Succession planning increases the availability of experienced and capable employees that are prepared to assume these critical roles as they become available. 7 Table of Contents Performance Management We strongly encourage an ongoing process of communication between a supervisor and an employee throughout the year, in support of accomplishing the strategic objectives of the organization.
Succession planning increases the availability of experienced and capable employees that are prepared to assume these critical roles as they become available.
Foster Company and its subsidiaries, unless the context indicates otherwise. Business Segments The Company has historically operated under three reporting segments: (1) Rail, Technologies, and Services, (2) Precast Concrete Products, and (3) Steel Products and Measurement. During 2023, the Company made certain organizational changes, which included the appointment of an executive leader for the Infrastructure Solutions business.
Foster Company and its subsidiaries, unless the context indicates otherwise. Business Segments The Company operates under two reporting segments (1) Rail, Technologies, and Services (“Rail”) and (2) Infrastructure Solutions (“Infrastructure”), each of which has certain business units, as described below.
Friedman 45 Senior Vice President - Steel Products and Special Projects Patrick J. Guinee 54 Executive Vice President, General Counsel, and Secretary Peter D. V. Jones 57 Senior Vice President - UK Services and Solutions John F. Kasel 58 President and Chief Executive Officer Brian H. Kelly 64 Executive Vice President - Human Resources and Administration Gregory W.
Friedman 46 Senior Vice President - Steel Products and Special Projects (January 2024 - June 2024) Executive Vice President and Chief Growth Officer (July 2024 - Present) Patrick J. Guinee 55 Executive Vice President, General Counsel, and Secretary John F. Kasel 59 President and Chief Executive Officer Brian H.
The Company discontinued its grid deck product line in the third quarter of 2023 and expects to complete any remaining customer obligations in 2024. 5 Table of Contents Water Well Products - The Company’s Magnolia, TX facility cuts, threads, and paints pipe primarily for water well applications for the agriculture industry and municipal water authorities and, to a lesser extent, threading services for oil and gas production.
Water Well Products - The Company’s Magnolia, TX facility cuts, threads, and paints pipe primarily for water well applications for the agriculture industry and municipal water authorities and, to a lesser extent, threading services for oil and gas production. Protective Pipe Coatings - There are two pipeline coating services locations that make up our Protective Coatings division.
In August of 2022, the Company acquired the operating assets of VanHooseCo Precast, LLC (“VanHooseCo”), a privately-held business headquartered in Loudon, Tennessee specializing in precast concrete walls, water management products, and forms for the commercial and residential infrastructure markets. VanHooseCo has a manufacturing site in Loudon, near Knoxville, and a facility in Lebanon, TN near Nashville.
Also under the CXT ® brand, the Company has facilities in Loudon, TN, near Knoxville, and Lebanon, TN near Nashville, which specialize in precast concrete walls, water management products, and forms for the commercial, civil, industrial, and residential infrastructure markets.
Treacy previously served as General Manager, Crane Vending Solutions for Crane Co. from 2009 to 2011 and was employed by Parker Hannifin from 2000 to 2009, last serving as Vice President of Operations Development. Officers are elected annually at the organizational meeting of the Board of Directors following the annual meeting of stockholders.
Prior to re-joining the Company, Ms. Rolli served as Quality Manager at Praxair Surface Technologies Inc. from 2017 to 2019 and previously served as Quality Manager and Laboratory Supervisor at Kennametal Inc. from 2006 to 2013. Officers are elected annually at the organizational meeting of the Board of Directors following the annual meeting of stockholders.
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The Infrastructure Solutions business comprises both the historic Precast Concrete Products and Steel Products and Measurement (since renamed “Steel Products”) reporting segments.
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Transit Products also manufactures power rail, also known as third rail, at its facility in Niles, OH.
Removed
After evaluation of the organizational change along with the acquisitions and divestitures that the Company completed, the Company concluded that, beginning in the fourth quarter of 2023, it will operate under two reporting segments, and has restated segment information for the historical periods presented herein to conform to the current presentation.
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The Company leased a facility in Lake County, Florida in 2024, which will produce precast concrete wall systems when operations commence in 2025.
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Accordingly, the Company now operates in two reporting segments: (1) Rail, Technologies, and Services (“Rail”) and (2) Infrastructure Solutions (“Infrastructure”).
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The Company also possesses proprietary license agreements to implement technologies via ENVIROCAST ® , a pre-insulated concrete wall system allowing for faster builds and design flexibility, and ENVIROKEEPER ® , a modular in-ground water retention and management system, which can be applied at all of its manufacturing facilities.
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Allegheny Rail Products (“ARP”) - ARP engineers and manufactures insulated rail joints and related accessories for freight and passenger railroads and industrial customers.
Added
The Company discontinued its grid deck product line in the third quarter of 2023 and expects to complete all remaining customer obligations in 2025.
Removed
These products, systems, and services are designed, engineered, serviced, and marketed in the US, UK, and Germany. In June of 2022, the Company acquired the stock of Skratch Enterprises Ltd. (“Skratch”), located in Telford, UK. Skratch offers a single-point supply solution model for clients, and enables large scale deployments of its intelligent digital signage solutions.
Added
The Willis, TX location operated a fabrication plant that built metering systems for custody transfer applications, including crude oil and other petroleum-based products. The Company completed the sale of the Chemtec business, which included all of the operating assets of this division, in March of 2023. International Operations L.B.
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The Company also entered into license agreements for VanHooseCo’s ENVIROCAST ® pre-insulated concrete walls and ENVIROKEEPER ® water retention and management product lines. The acquisition expanded L.B.
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Products are also purchased in the form of finished or semi-finished products with the majority of product being supplied by domestic and some foreign steel producers. Generally, the Company has a number of vendor options.
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Foster’s addressable market to include commercial and residential developers, as well as state and local agencies in Tennessee and surrounding states, and provides a platform for further investment and organic growth in the expanding precast concrete infrastructure market.
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In 2024, the Company issued its inaugural sustainability report, reinforcing its commitment to sustainable practices with a lens towards creating value across various areas, aligning with stakeholder sustainability needs and positioning the Company as a valuable supplier, employer, community member, and investment.
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This location partners with its primary customer, a pipe manufacturer, to market fusion bonded epoxy coatings, abrasion resistant coatings, and internal linings for a wide variety of pipe diameters for use in pipeline projects throughout North America.
Added
This report is intended to help drive the Company’s strategy by aligning sustainability with operations, and addresses employee practices and the Company's environmental footprint while providing insight into the sustainable benefit provided to our customers’ operations. Health and Safety L.B.
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Generally, the Company has a number of vendor options.
Added
Performance Management We strongly encourage an ongoing process of communication, including both formal and informal feedback, between a supervisor and an employee throughout the year, in support of accomplishing the strategic objectives of the organization. 7 T able of Contents Workforce As of December 31, 2024, the Company had 1,057 employees of which 819 were located within the US, 42 within Canada, 189 in Europe, and 7 within other locations.
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The Company aims to employ and advance in employment qualified women, minorities, individuals with disabilities, covered veterans, and other classes at all levels of employment.
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O'Neill 51 Senior Vice President - Human Resources Sara F. Rolli 43 Senior Vice President - Operational Administration Mr.
Removed
Workforce As of December 31, 2023, the Company had 1,065 employees of which 820 were located within the US, 43 within Canada, 196 in Europe, and 6 within other locations. There were 497 hourly production workers and 568 salaried employees. Of the hourly production workers, 11 were represented by unions.
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O'Neill was elected Senior Vice President - Human Resources in January 2025, having previously served as Vice President - Human Resources since August 2020, Director - Human Resources since January 2015, and Manager - Compensation and HRIS since 2006. Prior to joining the Company, Ms.
Removed
Jones was elected Senior Vice President - UK Services and Solutions in October 2021, having previously served as Vice President - Global Technology and Managing Director of L.B. Foster Rail 8 Table of Contents Technologies (UK) Ltd, having held the latter position from 2010 to 2021. Prior to L.B. Foster, Mr.
Added
O'Neill had various roles last serving as Manager - Compensation and HRIS at 84 Lumber Company. Ms. Rolli was elected Senior Vice President - Operational Administration in January 2025, having previously served as Vice President - Operational Administration since September 2023, Director - Quality from 2019 to 2023, and Senior Quality Manager from 2013 to 2017.
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Jones held the position of Managing Director of Portec Rail Products (UK) Ltd from 2006 to 2010. Effective February 29, 2024, Mr. Jones retired from his position as Senior Vice President - UK Services and Solutions. Mr.
Removed
Treacy was appointed Executive Vice President and Chief Growth Officer in October 2021, and was previously Senior Vice President - Infrastructure Solutions in 2021, Vice President - Infrastructure Solutions from November 2020 to February 2021, Vice President - Tubular and Energy Services from 2017 to 2020. Mr.
Removed
Treacy previously served as Director of Technology and General Manager, Transit Products within the Rail Products and Services segment since 2013. Prior to joining the Company, Mr. Treacy served as Interim President of Tuthill Vacuum and Blower Systems from 2012 to 2013. Mr.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeLegal, Tax, and Regulatory Risks An adverse outcome in any pending or future litigation or pending or future warranty claims against the Company or its subsidiaries or our determination that a customer has a substantial product warranty claim could negatively impact our financial results and/or our financial condition. We are party to various legal proceedings.
Biggest changeAny such acceleration of our indebtedness would have a material and adverse effect on our business, financial condition, and results of operations. 14 T able of Contents Legal, Tax, and Regulatory Risks An adverse outcome in any pending or future litigation, potential required environmental investigation, delineation, or remedial activities including but not limited to the Portland Superfund matter or any related litigation, or pending or future warranty claims against the Company or its subsidiaries or our determination that a customer has a substantial product warranty claim could negatively impact our financial results and/or our financial condition.
In April of 2023, the Company entered into an agreement with an activist investor, 22NW, LP, and various of its affiliates (collectively, “22NW”) that had filed a Schedule 13D with the SEC with respect to the Company, which agreement provided that 22NW could appoint a non-voting Board Observer.
In April 2023, the Company entered into an agreement with an activist investor, 22NW, LP, and various of its affiliates (collectively, “22NW”) that had filed a Schedule 13D with the SEC with respect to the Company, which agreement provided that 22NW could appoint a non-voting Board Observer.
In addition, perceived uncertainties as to our future direction as a result of changes to the composition of our Board may lead to the perception of a change in the direction of the business, instability or lack of continuity, which may be exploited by our competitors, may cause concern to our current or potential customers, may result in the loss of potential business opportunities and may make it more difficult to attract and retain qualified personnel and business partners.
In addition, perceived uncertainties as to our future direction as a result of changes to the composition of our Board of Directors may lead to the perception of a change in the direction of the business, instability or lack of continuity, which may be exploited by our competitors, may cause concern to our current or potential customers, may result in the loss of potential business opportunities and may make it more difficult to attract and retain qualified personnel and business partners.
Compliance with emerging regulatory initiatives, delays, discontinuations, or reversals of existing regulatory policies in the markets in which we operate, including costs associated with any required environmental remediation and monitoring, could have an adverse effect on our business, results of operations, cash flows, and financial condition.
Compliance with emerging regulatory initiatives, delays, discontinuations, or reversals or reinterpretations of existing regulatory policies in the markets in which we operate, including costs associated with any required environmental remediation and monitoring, could have an adverse effect on our business, results of operations, cash flows, and financial condition.
Government actions in the US or other countries where we have a higher concentration of business may change tax policy, trade policy, or enact other legislation that could create an unfavorable environment for the Company, making it more difficult to compete or adversely impact our operating results.
Government actions in the US or other countries where we have a higher concentration of business may change tax policy, trade policy, or other regulatory priorities, or may enact other legislation that could create an unfavorable environment for the Company, making it more difficult to compete or adversely impact our operating results.
Competitive Risks Our business operates in highly competitive markets and a failure to react to changing market conditions could adversely impact our business. We face strong competition in each of the markets in which we operate. A slow response to competitor pricing actions and new competitor entries into our product lines could negatively impact our overall pricing.
Competitive Risks Our business operates in highly competitive markets and a failure to react to changing market conditions could adversely impact our business. We face strong competition in each of the domestic and international markets in which we operate. A slow response to competitor pricing actions and new competitor entries into our product lines could negatively impact our overall pricing.
Additionally, government actions concerning “Buy America” provisions, taxation, tariffs, the environment, or other matters could impact our operating results.
Additionally, government actions concerning “Buy America” provisions, taxation, tariffs, the environment, energy, or other matters could impact our operating results.
Volatility in energy prices may also impact the Company’s plant costs, as well as overall conditions in passenger transit markets served. 10 Table of Contents Our ability to maintain or improve our profitability could be adversely impacted by cost pressures. Our profitability is dependent upon the efficient use of our resources.
Volatility in energy prices may also impact the Company’s plant costs, as well as overall conditions in passenger transit markets served. 10 T able of Contents Our ability to maintain or improve our profitability could be adversely impacted by cost pressures. Our profitability is dependent upon the efficient use of our resources.
Brexit is an unprecedented event, and, accordingly, it is unclear what long-term economic, financial, trade, and legal effects will result. 15 Table of Contents The majority of our UK operations are heavily concentrated within the UK borders; however, this could adversely affect the future growth of our UK operations into other European locations.
Brexit is an unprecedented event, and, accordingly, it is unclear what long-term economic, financial, trade, and legal effects will result. The majority of our UK operations are heavily concentrated within the UK borders; however, this could adversely affect the future growth of our UK operations into other European locations.
Efforts to improve pricing could negatively impact our sales volume in all product categories. We may be required to invest more heavily to maintain and expand our product 12 Table of Contents offerings. There can be no assurance that new product offerings will be widely accepted in the markets we serve.
Efforts to improve pricing could negatively impact our sales volume in all product categories. We may be required to invest more heavily to maintain and expand our product offerings. There can be no assurance that new product offerings will be widely accepted in the 12 T able of Contents markets we serve.
An uncured default with respect to one or more of the covenants could result in the amounts outstanding being declared immediately due and 13 Table of Contents payable, which may also trigger an obligation to redeem our outstanding debt securities and repay all other outstanding indebtedness.
An uncured default with respect to one or more of the covenants could result in the amounts outstanding being declared immediately due and payable, which may also trigger an obligation to redeem our outstanding debt securities and repay all other outstanding indebtedness.
Prolonged negative economic conditions, volatile energy prices, and other unfavorable changes in US, global, or regional economic and market conditions could adversely affect our business. We could be adversely impacted by prolonged negative economic conditions affecting either our suppliers or customers, as well as the capital markets.
Prolonged negative economic conditions, volatile energy prices, tariffs or trade wars, and other unfavorable changes in US, global, or regional economic and market conditions could adversely affect our business. We could be adversely impacted by prolonged negative economic conditions affecting either our suppliers or customers, as well as the capital markets.
In addition, volatile market conditions and depressed energy prices could continue for an extended period, which would negatively affect our business prospects and reduce profitability.
In addition, volatile market conditions and fluctuations in energy prices could continue for an extended period, which would negatively affect our business prospects and reduce profitability.
No assurances can be given that our financial results would not be adversely affected if prices or availability of these materials were to change in a significantly unfavorable manner. 11 Table of Contents Labor disputes may have a material and adverse effect on our operations and profitability. One of our manufacturing facilities is staffed by employees represented by labor unions.
No assurances can be given that our financial results would not be adversely affected if prices or availability of these materials were to change in a significantly unfavorable manner. Labor disputes may have a material and adverse effect on our operations and profitability. One of our manufacturing facilities is staffed by employees represented by a labor union.
Our UK operations represented approximately 8% and 9% of our total revenue for the years ended December 31, 2023 and 2022, respectively. During the years ended December 31, 2023 and 2022 less than 1% of our consolidated net revenue was from the UK operation’s sales exported to EU members. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
Our UK operations represented approximately 8% of our total revenue for the years ended December 31, 2024 and 2023. During the years ended December 31, 2024 and 2023 less than 1% of our consolidated net revenue was from the UK operation’s sales exported to EU members. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
Unexpected events, including fires or explosions at our facilities, natural disasters, such as hurricanes, flooding, and winter storms causing power failures or travel restrictions with respect to our operations, armed conflicts, terrorism, health epidemics, or pandemics such as COVID-19, and related restrictions on travel, economic or political uncertainties or instability, civil unrest, strikes, unplanned outages, equipment failures, failure to meet product specifications, or disruptions in certain areas of our operations, may cause our operating costs to increase or otherwise negatively impact our financial performance.
Unexpected events, including fires or explosions at our facilities, natural disasters, such as hurricanes, flooding, and winter storms causing power failures or travel restrictions with respect to our operations, armed conflicts, terrorism, health epidemics, or pandemics, and related restrictions on travel, economic or political uncertainties or instability, extended government or regulator shutdowns or defunding, civil unrest, strikes, unplanned outages, equipment failures, failure to meet product specifications, or disruptions in certain areas of our operations, may cause our operating costs to increase or otherwise negatively impact our financial performance.
We are subject to regulation by federal, state, local, and foreign regulatory agencies and are therefore subject to a variety of legal proceedings and compliance risks, including those described in Item 3 - Legal Proceedings and in Part II, Item 8, Financial 14 Table of Contents Statements and Supplementary Data, Note 18 to the Consolidated Financial Statements, contained in this Annual Report on Form 10-K.
We are subject to regulation by federal, state, local, and foreign regulatory agencies and are therefore subject to a variety of legal proceedings and compliance risks, including those described in Item 3 - Legal Proceedings and in Part II, Item 8, Financial Statements and Supplementary Data, Note 17 to the Consolidated Financial Statements, contained in this Annual Report on Form 10-K.
See Part II, Item 8, Financial Statements and Supplementary Data, Note 14 to the Consolidated Financial Statements, contained in this Annual Report on Form 10-K, for additional discussion of our deferred taxes. Shifting federal, state, local, and foreign regulatory policies impose risks to our operations.
See Part II, Item 8, Financial Statements and Supplementary Data, Note 13 to the Consolidated Financial Statements, contained in this Annual Report on Form 10-K, for additional discussion of our deferred taxes. 15 T able of Contents Shifting federal, state, local, and foreign regulatory policies impose risks to our operations.
In January of 2024, the Company entered into a new cooperation agreement with 22NW providing for the nomination of the Board Observer to stand for election to the Board of Directors of the Company at the 2024 Annual Meeting of Shareholders in return for certain customary confidentiality and standstill provisions. 22NW remains a greater than 5% owner of Company stock.
In January of 2024, the Company entered into a new cooperation agreement with 22NW providing for the nomination of the Board Observer to stand for election to the Board of Directors of the Company at the 2024 Annual Meeting of Shareholders in return for certain customary confidentiality and standstill provisions.
No assurances can be given that we will not be required to record future significant charges related to tangible or intangible asset impairments. Our indebtedness could materially and adversely affect our business, financial condition, and results of operations and prevent us from fulfilling our obligations. Our indebtedness could materially and adversely affect our business, financial condition, and results of operations.
No impairments of goodwill or intangible assets were recorded in 2024 and 2023. No assurances can be given that we will not be required to record future significant charges related to tangible or intangible asset impairments. Our indebtedness could materially and adversely affect our business, financial condition, and results of operations and prevent us from fulfilling our obligations.
In addition, from time to time our customers assert claims against us relating to the warranties which apply to products we have sold.
We are party to various legal proceedings. In addition, from time to time our customers assert claims against us relating to the warranties which apply to products we have sold.
Moreover, natural disasters and extreme weather conditions may impact the productivity of our facilities, the operation of our supply chain, or consumer buying patterns. Any of these risks could have a material adverse effect on our business.
Moreover, natural disasters and extreme weather conditions may impact the productivity of our facilities, the operation of our supply chain, or consumer buying patterns. Any of these risks could have a material adverse effect on our business. Compliance with environmental laws and regulations could incur significant costs.
Our Protective Coatings division is predominately dependent on two suppliers of epoxy coating. A significant downturn in the business of one or more of these suppliers, a disruption in their manufacturing operations, an unwillingness to continue to sell to us, or a disruption in the availability of rail or coating products and services may adversely impact our financial results.
A significant downturn in the business of one or more of these suppliers, a disruption in their manufacturing operations, an unwillingness to continue to sell to us, or a disruption in the availability of rail or coating products and services may adversely impact our financial results.
Significant negative developments in any of these areas could adversely affect our financial results and condition. If we are unable to protect our intellectual property and prevent its improper use by third parties, our ability to compete may be harmed.
In addition, the imposition of new or expanded tariffs could adversely impact our ability to compete in certain markets. Significant negative developments in any of these areas could adversely affect our financial results and condition. If we are unable to protect our intellectual property and prevent its improper use by third parties, our ability to compete may be harmed.
Increasing sales to foreign countries, including Brazil, Canada, China, India, Mexico, the UK, and countries within the EU, expose the Company to increased risk of loss from foreign currency fluctuations and exchange controls as well as longer accounts receivable payment cycles.
Increasing sales to foreign countries, including Brazil, Canada, China, India, Mexico, the UK, and countries within the EU, expose the Company to increased risk of loss from foreign currency fluctuations and exchange controls as well as longer accounts receivable payment cycles and the potential impact of tariffs on our ability to compete in such markets.
If the US dollar strengthens in value as compared to the value of the Canadian dollar, British pound, or Euro, our reported earnings in dollars from sales in those currencies will be unfavorable. Conversely, a favorable result will be reported if the US dollar weakens in value as compared to the value of the Canadian dollar, British pound, or Euro.
If the US dollar strengthens in value as compared to the value of the Canadian dollar, British pound, or Euro, our reported earnings in dollars from 16 T able of Contents sales in those currencies will be unfavorable.
Rising inflation, labor costs, labor disruptions, and other increases in costs due to tariffs or other reasons in the geographic areas in which we operate could have a significant adverse impact on our profitability and results of operations.
Rising inflation, interest rates, labor costs, labor disruptions, and other increases in costs due to tariffs or other reasons in the geographic areas in which we operate could have a significant adverse impact on our profitability and results of operations. Our success is in part dependent on the accuracy and proper utilization of our management information and communications systems.
Disputes with regard to the terms of this agreement or our potential inability to renegotiate an acceptable contract with this union could result in, among other things, strikes, work stoppages, slowdowns, or lockouts, which could cause a disruption of our operations and have a material and adverse effect on our results of operations, financial condition, and liquidity.
Disputes with regard to the terms of this agreement or our potential inability to renegotiate an 11 T able of Contents acceptable contract with this union could result in, among other things, strikes, work stoppages, slowdowns, or lockouts, which could cause a disruption of our operations.
Fluctuations in the price, quality, and availability of the primary raw materials used in our business could have a material and adverse effect on our operations and profitability. Many of our businesses utilize steel as a significant product component. The steel industry is cyclical and prices and availability are subject to these cycles, as well as to international market forces.
Fluctuations in the price, quality, and availability of the primary raw materials used in our business could have a material and adverse effect on our operations and profitability. Many of our businesses utilize steel as a significant product component.
No assurances can be given that a significant downturn in the business or financial condition of a current customer, or customers, or potential litigation with a current customer, would not also impact our future results of operations and/or financial condition. Financial Risks Our future performance and market value could cause write-downs of long-lived and intangible assets in future periods.
No assurances can be given that a significant downturn in the business or financial condition of a current customer, or customers, or potential litigation with a current customer, would not also impact our future results of operations and/or financial condition.
Negative changes in government spending may result in delayed or permanent deferrals of existing or potential projects. No assurances can be given that we will be able to successfully mitigate various prolonged uncertainties, including materials cost variability, delayed or reduced customer orders and payments, and access to available capital resources outside of operations.
No assurances can be given that we will be able to successfully mitigate various prolonged uncertainties, including materials cost variability, delayed or reduced customer orders and payments, tariffs, government or regulator shutdowns or defunding, and access to available capital resources outside of operations.
As part of our publicly-announced business strategy, we acquire or divest businesses or assets, enter into strategic alliances and joint ventures, make investments to realize anticipated benefits, or undertake cost-cutting initiatives, all of which are actions that involve a number of inherent risks and uncertainties.
Business and Operational Risks Our inability to successfully manage acquisitions, divestitures, and other significant transactions or to otherwise execute our strategic plan could harm our financial results, business, and prospects. 9 T able of Contents As part of our publicly-announced business strategy, we acquire or divest businesses or assets, enter into strategic alliances and joint ventures, make investments to realize anticipated benefits, or undertake cost-cutting initiatives, all of which are actions that involve a number of inherent risks and uncertainties.
We are required under US generally accepted accounting principles to review intangible and long-lived assets for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. In addition, goodwill is required to be tested for impairment at least annually.
Our future performance and market value could cause write-downs of long-lived and intangible assets in future periods. We are required under US generally accepted accounting principles to review intangible and long-lived assets for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable.
One should carefully consider the following risk factors and other information contained in this Annual Report on Form 10-K and any other risks discussed in our other periodic filings with the SEC before deciding to invest in our common stock. 9 Table of Contents Business and Operational Risks Our inability to successfully manage acquisitions, divestitures, and other significant transactions or to otherwise execute our strategic plan could harm our financial results, business, and prospects.
One should carefully consider the following risk factors and other information contained in this Annual Report on Form 10-K and any other risks discussed in the Company’s other periodic filings with the SEC before deciding to invest in the Company’s common stock.
Doing business outside the US subjects the Company to various risks, including changing economic and political conditions, work stoppages, exchange controls, currency fluctuations, armed conflicts, and unexpected changes in US and foreign laws relating to tariffs, trade restrictions, transportation regulations, foreign investments, and taxation.
International Risks A portion of our sales are derived from our international operations, which expose us to certain risks inherent in doing business on an international level. Doing business outside the US subjects the Company to various risks, including changing economic and political conditions, work stoppages, exchange controls, currency fluctuations, armed conflicts, transportation regulations, foreign investments, and taxation.
Certain divisions of our business depend on a small number of suppliers. The loss of any such supplier could have a material and adverse effect on our business, financial condition, and result of operations. In our Rail Products business unit, we rely on a limited number of suppliers for key products that we sell to our customers.
Refer to “Item 1C - Cybersecurity” contained in this Annual Report on Form 10-K for further details of cybersecurity. Certain divisions of our business depend on a small number of suppliers. The loss of any such supplier could have a material and adverse effect on our business, financial condition, and result of operations.
Approximately 11 employees employed at this facility are currently working under a collective bargaining agreement.
Approximately 8 employees employed at this facility are currently working under a collective bargaining agreement, which is scheduled to expire in March 2025 and is currently being negotiated.
The implementation of our ERP system is complex because of the wide range of processes and systems to be integrated across our business.
The system implementations are intended to enable us to better meet the information requirements of our users, increase our integration efficiencies, and identify additional synergies in the future. The implementation of our ERP system is complex because of the wide range of processes and systems to be integrated across our business.
Additionally, international trade agreements, including The United States-Mexico-Canada Trade Agreement (“USMCA”), could affect our business, financial condition, and results of operations.
Conversely, a favorable result will be reported if the US dollar weakens in value as compared to the value of the Canadian dollar, British pound, or Euro. Additionally, international trade agreements, including The United States-Mexico-Canada Trade Agreement (“USMCA”), could affect our business, financial condition, and results of operations.
We recently completed an enterprise resource planning (“ERP”) system transition. Certain divisions of our Company migrated into the new ERP system during 2016 and additional divisions have since migrated, with the most recent migration completed in 2022. Acquired entities are also regularly assessed for transition onto the Company’s central ERP system.
The Company commenced migration to a new ERP system beginning in 2016, with the most recent migration completed in 2024. Acquired entities are also regularly assessed for transition onto the Company’s central ERP system.
In addition, we could suffer a significant loss of business from a customer who is dissatisfied with the resolution of a warranty claim.
In addition, we could suffer a significant loss of business from a customer who is dissatisfied with the resolution of a warranty claim. Refer to “Part II, Item 8, Financial Statements and Supplementary Data, Note 17 to the Consolidated Financial Statements” for further details of pending legal proceedings.
Any such acceleration of our indebtedness would have a material and adverse effect on our business, financial condition, and results of operations.
Our indebtedness could materially and adversely affect our business, financial condition, and results of operations.
Removed
During 2023 and 2022, the Company experienced increased costs in labor and materials as a result of the inflationary environment, competitive labor market, and supply chain constraints, which adversely impacted the Company’s profitability.
Added
Our products and services support public infrastructure projects, including construction, maintenance, and improvement of railroads, bridges, and national parks. Accordingly, negative changes to the level of federal, state, and local government spending may result in delayed or permanent deferrals of existing or potential infrastructure projects.
Removed
We expect that these adverse impacts will continue but we are unable to predict the extent, nature, or duration of the impacts on our results of operations and financial condition at this time. Our success is in part dependent on the accuracy and proper utilization of our management information and communications systems.
Added
In our Rail Products business unit, we rely on a limited number of suppliers for key products that we sell to our customers. Our Protective Coatings division is predominately dependent on two suppliers of epoxy coating.
Removed
We also began the implementation of a global financial planning and consolidation system during 2021 that became operational in 2022. The system implementations are intended to enable us to better meet the information requirements of our users, increase our integration efficiencies, and identify additional synergies in the future.
Added
The steel industry is cyclical and prices and availability are subject to these cycles, as well as to domestic and international fiscal policy, including tariffs and other market forces. We also use significant amounts of cement and aggregate in our precast products offerings.
Removed
We also use significant amounts of cement and aggregate in our precast products offerings. Our technology based solutions and services are dependent on electronic components and the ability to source these items. During 2023, the Company experienced increased raw material costs due to supply chain constraints and the inflationary environment.
Added
Our technology based solutions and services are dependent on electronic components and the ability to source these items. In February 2025, the new U.S. presidential administration announced the imposition of widespread tariffs, including on steel imports.
Removed
In 2022, the Company recorded goodwill impairment related to its Fabricated Bridge reporting unit. No impairments of goodwill or intangible assets were recorded in 2023. Impairment charges were recorded on long-lived assets related to the Company's precision measurement products and systems business during 2022.
Added
In addition, the term of the cooperation agreement was mutually extended to 2026 upon commitment by the Company to renominate the former Board Observer to stand for reelection as a director to the Board of Directors at the 2025 Annual Meeting of Shareholders. 22NW is a greater than 5% owner of Company stock.
Removed
International Risks A portion of our sales are derived from our international operations, which expose us to certain risks inherent in doing business on an international level.
Added
Financial Risks The Company recently identified a material weakness in its internal control over financial reporting, and has undertaken remediation measures to address this issue.
Added
If not satisfactorily remediated, the Company’s failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in its financial statements and a failure to meet its reporting and financial obligations, each of which could have a material adverse effect on the Company’s financial condition and the trading price of its common stock.
Added
As previously disclosed, on November 1, 2024, the Company filed Amendment No. 1 on Form 10-K/A (“Amended Form 10-K”) to amend certain items in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was originally filed with the Securities and Exchange Commission (the “SEC”) on March 6, 2024 (the “Original Form 10-K”).
Added
The Amended Form 10-K corrected certain immaterial errors and identified a material weakness in our internal control over financial reporting (“ICFR”) that caused our management to conclude that we did not maintain effective ICFR as of December 31, 2023, which could, if not remediated, result in additional material misstatements in our interim and annual Consolidated Financial Statements.
Added
We also determined that our disclosure controls and procedures were ineffective as of December 31, 2023 due to the material weakness in ICFR.
Added
A failure to maintain effective ICFR or disclosure controls and procedures could impact our ability to accurately and timely report our financial results and other material disclosures or otherwise cause us to fail to meet our reporting obligations, which could have a material adverse effect on our consolidated operations, investor confidence in our business, and the trading prices of our securities.
Added
Subsequent to the issuance of our Consolidated Financial Statements as of and for the year ended December 31, 2023, we identified an immaterial error in the Original Form 10-K related to the classification of the $1,403 in exit costs incurred in 2023 associated with the discontinuation of the Company’s Bridge Products grid deck product line and determined to correct this immaterial classification error and certain other immaterial errors.
Added
In addition, on October 7, 2024 (the “Determination Date”), the Audit Committee concluded that the classification of the $3,477 gain on the sale of a former joint venture facility in Magnolia, TX was an error in the Company’s previously issued Unaudited Condensed Consolidated Statements of Operations for the three month period ended March 31, 2024 and the six month period ended June 30, 2024, and that such statements should be restated to correct such error.
Added
Accordingly, on November 4, 2024, the Company filed (i) Amendment No. 1 on Form 10-Q/A (the “Q1 Amended Form 10-Q”) to amend and restate certain items in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, which was originally filed with the SEC on May 7, 2024 and (ii) Amendment No. 1 on Form 10-Q/A (the “Q2 Amended Form 10-Q”) to amend and restate certain items in the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, which was originally filed with the SEC on August 6, 2024.
Added
As a result of the aforementioned errors, the issuance of the Company’s restated Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024 and June 30, 2024 and the issuance of our 2023 Amended Form 10-K, we are subject to potential additional risks and uncertainties, including unanticipated legal and accounting costs, litigation, possible future new or related governmental inquiries, proceedings, or investigations, and loss of investor confidence or reputational harm to our business. 13 T able of Contents We identified a material weakness in ICFR that caused our management to conclude that we did not maintain effective ICFR as of December 31, 2023, and subsequent interim periods in 2024, due to the lack of an effectively designed control related to the accounting for, and disclosure of, non-recurring complex transactions.
Added
We also determined that our disclosure controls and procedures were not effective as of December 31, 2024 for the same reason, resulting in a material weakness. Refer to “Part II - Item 9A. Controls and Procedures” for further details of the material weakness and remediation efforts.
Added
A material weakness is a deficiency, or a combination of deficiencies, in ICFR, such that there is a reasonable possibility that a material misstatement of the Company’s interim or annual Consolidated Financial Statements will not be prevented or detected on a timely basis.
Added
As such, if we do not remediate this material weakness in a timely manner, or if additional material weaknesses in our ICFR are discovered, they may adversely affect our ability to record, process, summarize, and report financial information timely and accurately. As a result, our consolidated interim or annual financial statements may contain material misstatements or omissions.
Added
Additionally, because of its inherent limitations, ICFR may not prevent or detect material misstatements on a timely basis.
Added
Also, projections of any evaluation of ICFR effectiveness to future periods are subject to the risk that internal controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate because of its inherent limitations.
Added
Adverse publicity and potential concerns from our customers arising from the required restatements of the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024 and June 30, 2024 could have an adverse effect on our business and financial condition.
Added
We could be the subject of negative publicity focusing on such restatements and revisions of our financial statements, and we may be adversely impacted by negative reactions from our customers or others with whom we do business.
Added
Concerns include the perception of the effort required to address our accounting and control environment, including but not limited to the material weakness discussed herein. Continued adverse publicity and potential concerns from our customers could harm our business and have an adverse effect on our financial condition.
Added
In addition, goodwill is required to be tested for impairment at least annually.
Added
Our operations and properties are also subject to extensive federal, state, local, and foreign environmental laws and regulations relating to protection of the environment and human health and safety, including those concerning the treatment, storage and disposal of wastes, the investigation and remediation of contaminated soil and groundwater, the discharge of effluents into waterways, the emission of substances into the air, as well as various health and safety matters.
Added
Environmental laws and regulations are subject to frequent amendment and have historically become more stringent over time. We could incur significant costs if we fail to comply with regulations and responsibilities under environmental laws and regulations, including cleanup costs, civil and criminal penalties, injunctive relief and denial or loss of, or imposition of significant restrictions on, environmental permits.
Added
In addition, we could be subject to suit by private parties in connection with alleged violations of, or liabilities under, environmental laws and regulations. Additional information on environmental matters is available in this Part I, Item 1A, Risk Factors and Part II, Item 8, Financial Statements and Supplementary Data, Note 17 to the Consolidated Financial Statements.
Added
Following the recent change of administration in the US, the US government has imposed tariffs on certain foreign goods, including steel and aluminum. Changes in US foreign trade policies, including tariffs, could result in retaliatory tariffs or trade restrictions with US trading partners which could cause disruptions in our operations and increase our costs.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur cybersecurity program includes: • a comprehensive cyber education program with ongoing employee cybersecurity awareness and training activities, which include frequent phishing simulation, testing, and ongoing education; • access management and access controls with periodic reviews; • protection of certain data through encryption at rest and in transit; • endpoint and network monitoring and protection software; • sensitive data transmission detection tools; • the engagement of a managed detection and response service which monitors the Company’s environment at all times for threats, and in the event of an incident, provides proactive services; • a vulnerability management program that includes identifying and managing the cybersecurity risk associated with third-party service providers, including third-party software, hardware, and network infrastructure; • a dedicated internal cybersecurity team and a cyber incident response plan that provides controls and procedures to support appropriate identification, containment, response, investigation, reporting or and recovery from cybersecurity incidents; • periodic testing of our cybersecurity posture, including by independent third-party consultants; and • integrating cybersecurity requirements and other provision into various contracts.
Biggest changeOur cybersecurity program includes: • a comprehensive cyber education program with ongoing employee cybersecurity awareness and training activities, which include frequent phishing simulation, testing, and ongoing education; • access management and access controls with periodic reviews; • protection of certain data through encryption at rest and in transit; • endpoint and network monitoring and protection software; • sensitive data transmission detection tools; • the engagement of a managed detection and response service which monitors the Company’s environment at all times for threats, and in the event of an incident, provides proactive services; • a vulnerability management program that includes identifying and managing the cybersecurity risk associated with third-party service providers, including third-party software, hardware, and network infrastructure; • a dedicated internal cybersecurity team and a cyber incident response plan that provides controls and procedures to support appropriate identification, containment, response, investigation, reporting, and recovery from cybersecurity incidents; • simulated cyber security emergency response readiness scenario training with key IT personnel and executive leadership; • periodic testing of our cybersecurity posture, including by independent third-party consultants; and • integrating cybersecurity requirements and other provision into various contracts.
The Company has continued to invest in cybersecurity to evolve and improve its program and regularly assesses and measures itself against industry practices to identify opportunities to enhance training and awareness among our people and improve processes and technology used to identify, prevent, detect, respond, and recover from cybersecurity incidents.
The Company has continued to invest in cybersecurity to evolve and improve its program and regularly assesses and measures itself against industry practices to identify opportunities to enhance training and awareness among our people and improve processes 17 T able of Contents and technology used to identify, prevent, detect, respond, and recover from cybersecurity incidents.
As described 16 Table of Contents below, the Audit Committee receives regular reports and periodic briefings from senior management on cybersecurity matters, including key risks to the Company, recent developments, and risk mitigation activities.
As described below, the Audit Committee receives regular reports and periodic briefings from senior management on cybersecurity matters, including key risks to the Company, recent developments, and risk mitigation activities.
This communication hierarchy includes protocols for informing the Chief Executive Officer, Audit Committee, and the full Board of certain cybersecurity events or incidents and for determining the materiality thereof. 17 Table of Contents
This communication hierarchy includes protocols for informing the Chief Executive Officer, Audit Committee, and the full Board of certain cybersecurity events or incidents and for determining the materiality thereof. 18 T able of Contents

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed3 unchanged
Biggest changeThe location and general description of the material principal properties that are owned or leased by the Company, together with the segment of the Company’s business using such properties, are set forth in the following table: Location Function Acres Business Segment Lease Expiration Bedford, PA Bridge component fabricating plant 16 Infrastructure Owned Birmingham, AL Protective coatings facility 32 Infrastructure 2027 Burnaby, BC, Canada Friction management products plant N/A Rail 2024 Columbia City, IN Rail processing facility and yard storage 22 Rail Owned Dublin, OH Rail safety device manufacturing facility 1 Rail 2026 Hillsboro, TX Precast concrete facility 9 Infrastructure Owned Lebanon, TN Precast concrete facility 10 Infrastructure 2028 London, United Kingdom Technology services facility N/A Rail 2024 Loudon, TN Precast concrete facility 51 Infrastructure Owned Magnolia, TX Threading facility 34 Infrastructure Owned Nampa, ID Precast concrete facility 12 Infrastructure 2029 Niles, OH Rail fabrication, friction management products, and yard storage 35 Rail Owned Nottingham, United Kingdom Technology solutions manufacturing 4 Rail Owned Pueblo, CO Rail joint manufacturing facility 9 Rail Owned Sheffield, United Kingdom Track component and friction management products facility N/A Rail 2030 Telford, United Kingdom Technology solutions manufacturing N/A Rail 2033 Waverly, WV Precast concrete facility 85 Infrastructure Owned Willis, TX Protective coatings facility 16 Infrastructure Owned Included in the table above are certain facilities leased by the Company for which there is no acreage included in the lease.
Biggest changeThe location and general description of the material principal properties that are owned or leased by the Company, together with the segment of the Company’s business using such properties, are set forth in the following table: Location Function Acres Business Segment Lease Expiration Bedford, PA Bridge component fabricating plant 6 Infrastructure Owned Birmingham, AL Protective coatings facility 32 Infrastructure 2027 Burnaby, BC, Canada Friction management products plant N/A Rail 2029 Columbia City, IN Rail processing facility and yard storage 22 Rail Owned Dublin, OH Rail safety device manufacturing facility 1 Rail 2026 Lake County, FL Precast concrete facility 18 Infrastructure 2029 Hillsboro, TX Precast concrete facility 9 Infrastructure Owned Lebanon, TN Precast concrete facility 10 Infrastructure 2028 London, United Kingdom Technology services facility N/A Rail 2029 Loudon, TN Precast concrete facility 51 Infrastructure Owned Magnolia, TX Threading facility 34 Infrastructure Owned Nampa, ID Precast concrete facility 12 Infrastructure 2029 Niles, OH Rail fabrication, friction management products, and yard storage 35 Rail Owned Nottingham, United Kingdom Technology solutions manufacturing 4 Rail Owned Pueblo, CO Rail joint manufacturing facility 9 Rail Owned Sheffield, United Kingdom Track component and friction management products facility N/A Rail 2030 Telford, United Kingdom Technology solutions manufacturing N/A Rail 2033 Waverly, WV Precast concrete facility 85 Infrastructure Owned Willis, TX Protective coatings facility 16 Infrastructure Owned Included in the table above are certain facilities leased by the Company for which there is no acreage included in the lease.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed0 unchanged
Biggest changeITEM 3. LEGAL PROCEEDINGS Information regarding the Company’s legal proceedings and other commitments and contingencies is set forth in Part II, Item 8, Financial Statements and Supplementary Data, Note 18 to the Consolidated Financial Statements, contained in this Annual Report on Form 10-K, which is incorporated by reference into this Item 3.
Biggest changeITEM 3. LEGAL PROCEEDINGS Information regarding the Company’s legal proceedings and other commitments and contingencies is set forth in Part II, Item 8, Financial Statements and Supplementary Data, Note 17 to the Consolidated Financial Statements, contained in this Annual Report on Form 10-K, which is incorporated by reference into this Item 3.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

3 edited+5 added−1 removed2 unchanged
Biggest changeSecurities Authorized for Issuance Under Equity Compensation Plans See Equity Compensation Plans in Item 12 "Security Ownership of Certain Beneficial Owners and Management." Issuer Purchases of Equity Securities The Company’s purchases of equity securities for the three months ended December 31, 2023 were as follows: Total number of shares purchased (1) Average price paid per share Total number of shares purchased as part of publicly announced plans or programs (2) Approximate dollar value of shares that may yet be purchased under the plans or programs October 1, 2023 - October 31, 2023 — $ — — $ 14,122 November 1, 2023 - November 30, 2023 — — 33,331 13,459 December 1, 2023 - December 31, 2023 — — 37,534 12,690 Total — $ — 70,865 $ 12,690 1.
Biggest changeRefer to “Part II, Item 8, Financial Statements and Supplementary Data, Note 20 to the Consolidated Financial Statements.” The Company’s purchases of equity securities for the three months ended December 31, 2024 were as follows: Total number of shares purchased (1) Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs October 1, 2024 - October 31, 2024 46,233 $ 20.05 46,233 $ 7,429 November 1, 2024 - November 30, 2024 15,677 23.80 15,677 7,056 December 1, 2024 - December 31, 2024 41,796 28.01 41,624 5,882 Total 103,706 $ 23.82 103,534 $ 5,882 1.
Dividends During 2023 and 2022 the Company did not declare any quarterly dividends, however, there is potential for ordinary or special dividends in future years.
Dividends During 2024 and 2023 the Company did not declare any quarterly dividends, however, there is potential for ordinary or special dividends in future years.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES (Dollars in thousands, except share data unless otherwise noted) Stock Market Information The Company had 315 common shareholders of record on February 29, 2024.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES (Dollars in thousands, except share data unless otherwise noted) Stock Market Information The Company had 340 common shareholders of record on February 27, 2025.
Removed
Reflects shares withheld by the Company to pay taxes upon vesting of restricted stock. 2. On March 3, 2023, the Board of Directors authorized the repurchase of up to $15,000 of the Company's common shares until February 2026.
Added
Securities Authorized for Issuance Under Equity Compensation Plans See Item 12 “Security Ownership of Certain Beneficial Owners and Management.” Issuer Purchases of Equity Securities The Board of Directors previously authorized the repurchase of up to $15,000 of the Company’s common shares until February 2025, pursuant to the terms of the previously disclosed stock repurchase program adopted March 3, 2023, as amended August 5, 2024.
Added
On March 3, 2025, the Company's Board of Directors authorized the repurchase of up to $40,000 of the Company's common stock in open market transactions and/or 10b5-1 trading plans through February 29, 2028.
Added
Repurchases of shares of the Company’s common stock may be made from time to time in the open market or in such other manner as determined by the Company.
Added
The timing of the repurchases and the actual amount repurchased will depend on a variety of factors, including the market price of the Company’s shares, general market and economic conditions, and other factors. The stock repurchase program does not obligate the Company to acquire any particular amount of common stock and may be suspended or discontinued at any time.
Added
During the current period, 172 shares were withheld by the Company to pay taxes upon vesting of stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

56 edited+49 added−48 removed33 unchanged
Biggest changeYear Ended December 31, 2023 2022 Adjusted EBITDA Reconciliation Net income (loss), as reported $ 1,299 $ (45,677) Interest expense - net 5,528 3,340 Income tax (benefit) expense (355) 36,681 Depreciation expense 9,949 8,635 Amortization expense 5,314 6,144 Total EBITDA $ 21,735 $ 9,123 Loss (gain) on divestitures 3,074 (22) Acquisition and divestiture costs — 2,235 Commercial contract settlement — 3,956 Insurance proceeds — (790) VanHooseCo inventory adjustment to fair value amortization — 1,135 VanHooseCo contingent consideration (26) 526 Bridge grid deck exit impact 4,454 — Impairment expense — 8,016 Bad debt provision 1,862 — Restructuring costs 676 — Adjusted EBITDA $ 31,775 $ 24,179 20 Table of Contents December 31, 2023 2022 Net Debt Reconciliation Total debt $ 55,273 $ 91,879 Less: cash and cash equivalents (2,560) (2,882) Net debt $ 52,713 $ 88,997 Change in Consolidated Sales Year Ended December 31, Percent Change 2022 net sales, as reported $ 497,497 Decrease due to divestitures (31,995) (6.4) % Increase due to acquisitions 19,834 4.0 % Change due to organic sales 58,408 11.7 % 2023 net sales, as reported $ 543,744 9.3 % Total sales change, 2022 vs 2023 $ 46,247 9.3 % Change in Rail Sales Year Ended December 31, Percent Change 2022 net sales, as reported $ 300,592 Decrease due to divestitures (15,976) (5.3) % Increase due to acquisitions 1,504 0.5 % Change due to organic sales 26,040 8.7 % 2023 net sales, as reported $ 312,160 3.8 % Total sales change, 2022 vs 2023 $ 11,568 3.8 % Change in Infrastructure Sales Year Ended December 31, Percent Change 2022 net sales, as reported $ 196,905 Decrease due to divestitures (16,019) (8.1) % Increase due to acquisitions 18,330 9.3 % Change due to organic sales 32,368 16.4 % 2023 net sales, as reported $ 231,584 17.6 % Total sales change, 2022 vs 2023 $ 34,679 17.6 % Acquisitions, Divestitures and Product Line Exit On June 21, 2022 and August 12, 2022, the Company acquired the stock of Skratch for $7,402, and acquired the operating assets of VanHooseCo for $52,146, net of cash acquired at closing, respectively.
Biggest changeYear Ended December 31, 2024 2023 Adjusted EBITDA Reconciliation Net income, as reported $ 42,843 $ 1,299 Interest expense - net 4,992 5,528 Income tax benefit (28,398) (355) Depreciation expense 9,452 9,949 Amortization expense 4,628 5,314 Total EBITDA $ 33,517 $ 21,735 Gain on asset sale (4,292) — Restructuring costs 1,456 676 Pension termination costs 1,722 — Legal expense 1,173 — Loss on divestitures — 3,074 VanHooseCo contingent consideration — (26) Bridge grid deck exit impact — 4,454 Bad debt provision — 1,862 Adjusted EBITDA $ 33,576 $ 31,775 21 T able of Contents December 31, 2024 2023 Net Debt Reconciliation Total debt $ 46,940 $ 55,273 Less: cash and cash equivalents (2,454) (2,560) Net debt $ 44,486 $ 52,713 Change in Consolidated Sales Year Ended December 31, Percent Change 2023 net sales, as reported $ 543,744 Decrease from divestitures and exit (13,819) (2.5) % Change due to organic sales growth 840 0.2 % 2024 net sales, as reported $ 530,765 Total sales change, 2023 vs 2024 $ (12,979) (2.4) % Change in Rail Sales Year Ended December 31, Percent Change 2023 net sales, as reported $ 312,160 Decrease due to divestitures (2,114) (0.7) % Change due to organic sales growth 16,823 5.4 % 2024 net sales, as reported $ 326,869 Total sales change, 2023 vs 2024 $ 14,709 4.7 % Change in Infrastructure Solutions Sales Year Ended December 31, Percent Change 2023 net sales, as reported $ 231,584 Decrease due to divestitures and exit (11,705) (5.1) % Change due to organic sales decline (15,983) (6.9) % 2024 net sales, as reported $ 203,896 Total sales change, 2023 vs 2024 $ (27,688) (12.0) % Note percentages may not foot due to rounding.
Revenue Recognition - Refer to Part II, Item 8, Financial Statements and Supplementary Data, Note 1 and Note 4 which is incorporated by reference into this Item 7, for a complete discussion of our revenue recognition policies. The Company derives revenue from products and services provided under long-term agreements with its customers.
Revenue Recognition - Refer to Part II, Item 8, Financial Statements and Supplementary Data, Note 1 and Note 3 which is incorporated by reference into this Item 7, for a complete discussion of our revenue recognition policies. The Company derives revenue from products and services provided under long-term agreements with its customers.
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 project execution. The nature of these long-term agreements may give rise to several types of variable considerations, such as discounts and claims.
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 project execution. The nature of these long-term agreements may give rise to several types of variable consideration, such as discounts and claims.
These assumptions impact the amount of an impairment, which could materially adversely impact the Consolidated Statements of Operations. Additional information concerning the impairments is set forth in Part II, Item 8, Financial Statements and Supplementary Data, Note 5 to the Consolidated Financial Statements included herein, which is incorporated by reference into this Item 7.
These assumptions impact the amount of an impairment, which could materially adversely impact the Consolidated Statements of Operations. Additional information concerning the impairments is set forth in Part II, Item 8, Financial Statements and Supplementary Data, Note 4 to the Consolidated Financial Statements included herein, which is incorporated by reference into this Item 7.
Refer to Part II, Item 8, Financial Statements and Supplementary Data, Note 14 which is incorporated by reference into this Item 7, for additional information regarding the Company’s deferred tax assets. The Company’s ability to realize these tax benefits may affect the Company’s reported income tax expense and net income.
Refer to Part II, Item 8, Financial Statements and Supplementary Data, Note 13 which is incorporated by reference into this Item 7, for additional information regarding the Company’s deferred tax assets. The Company’s ability to realize these tax benefits may affect the Company’s reported income tax expense and net income.
Non-GAAP financial measures are not a substitute for GAAP financial results and should only be considered in conjunction with the Company’s financial information that is presented in accordance with GAAP. Quantitative reconciliations of EBITDA, adjusted EBITDA, organic sales growth, and net debt to the non-GAAP financial measures are presented in this Item 7.
Non-GAAP financial measures are not a substitute for GAAP financial results and should only be considered in conjunction with the Company’s financial information that is presented in accordance with GAAP. Quantitative reconciliations of EBITDA, adjusted EBITDA, organic sales growth, funding capacity, and net debt to the non-GAAP financial measures are presented in this Item 7.
The Company believes that its reserves for credit losses are appropriate as of December 31, 2023, but adverse changes in the economic environment and adverse financial conditions of its customers may impact certain of its customers’ ability to access capital and compensate the Company for its products and services, as well as impact demand for its products and services.
The Company believes that its reserves for credit losses are appropriate as of December 31, 2024, but adverse changes in the economic environment and adverse financial conditions of its customers may impact certain of its customers’ ability to access capital and compensate the Company for its products and services, as well as impact demand for its products and services.
Additional information concerning the impairments is set forth in Part II, Item 8, Financial Statements and Supplementary Data, Note 5 to the Consolidated Financial Statements included herein, which is incorporated by reference into this Item 7.
Additional information concerning the impairments is set forth in Part II, Item 8, Financial Statements and Supplementary Data, Note 4 to the Consolidated Financial Statements included herein, which is incorporated by reference into this Item 7.
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.
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 28 T able of Contents contract and recognizes that profit over the life of the contract.
The Company views its short and long-term liquidity as being dependent on its results of operations, changes in working capital, and borrowing capacity. Non-domestic cash balances of $2,192 are held in various locations throughout the world.
The Company views its short and long-term liquidity as being dependent on its results of operations, changes in working capital, and borrowing capacity. Non-domestic cash balances of $1,882 are held in various locations throughout the world.
The Credit Agreement modifies the prior revolving credit facility, as amended, to provide more favorable terms to the Company and extends the maturity date from April 30, 2024 to August 13, 2026.
The Credit Agreement, as amended, modifies the prior amended revolving credit facility, on terms more favorable to the Company and extends the maturity from April 30, 2024 to August 13, 2026.
To reduce the impact of interest rate changes on outstanding variable-rate debt, the Company amended and entered into SOFR-based interest rate swaps with notional values totaling $20,000 and $20,000 effective August 12, 2022 and August 31, 2022, respectively, at which point they effectively converted a portion of the debt from variable to fixed-rate borrowings during the term of the swap contract.
To reduce the impact of interest rate changes on outstanding variable-rate debt, the Company amended and entered into SOFR-based interest rate swaps with notional values totaling $20,000 and $20,000 effective August 12, 2022 and August 31, 2022 and expiring March 1, 2025 and August 13, 2026, respectively, at which point they effectively converted a portion of the debt from variable to fixed-rate borrowings during the term of the swap contract.
During 2023 the Company also recorded a $1,977 reduction in net sales and a $3,051 reduction in gross profit stemming from changes in expected value of certain commercial projects associated with the exit of the bridge grid deck product line.
During 2023, the Company also recorded a $1,977 reduction in net sales and a $3,051 reduction in gross profit stemming from changes in expected value of certain commercial projects associated with the Bridge Exit.
The Company’s cash flows are impacted from period to period by fluctuations in working capital, as well as its overall profitability. While the Company places an emphasis on working capital management in its operations, factors such as its contract mix, commercial terms, days sales outstanding (“DSO”), and market conditions as well as seasonality may impact its working capital.
The Company’s operating cash flows are impacted from period to period by fluctuations in working capital, as well as its overall profitability. While the Company places an emphasis on working capital management in its operations, factors such as business mix, commercial terms, and market conditions as well as seasonality may impact working capital.
As of December 31, 2023, the Company had $2,560 in cash and cash equivalents and $72,133 of availability under its revolving credit facility, subject to covenant restrictions. Principal uses of cash in recent years have been to fund operations, including capital expenditures, repurchase shares and service indebtedness.
As of December 31, 2024, the Company had $2,454 in cash and cash equivalents and $82,124 of availability under its revolving credit facility, subject to covenant restrictions. Principal uses of cash in recent years have been to fund operations, including capital expenditures, acquisitions, repurchase shares, and service indebtedness.
Backlog Although backlog is not necessarily indicative of future operating results, the following table provides the backlog by business segment: December 31, 2023 2022 Rail, Technologies, and Services $ 84,418 $ 105,241 Infrastructure Solutions 129,362 167,010 Total backlog $ 213,780 $ 272,251 While a considerable portion of the Company’s business is backlog driven, certain businesses, including the Global Friction Management business unit, are not driven by backlog and therefore have insignificant levels of backlog throughout the year.
Backlog Although backlog is not necessarily indicative of future operating results, the following table provides the backlog by business segment: December 31, 2024 2023 Rail, Technologies, and Services $ 62,449 $ 84,418 Infrastructure Solutions 123,460 129,362 Total backlog $ 185,909 $ 213,780 While a considerable portion of the Company’s business is backlog driven, certain businesses, including the Global Friction Management business unit, are not driven by backlog and therefore have insignificant levels of backlog throughout the year.
Net sales for the year ended December 31, 2023 included a $1,977 reduction stemming from changes in expected value of certain commercial projects associated with the Bridge Exit within the Infrastructure segment.
Net sales for the year ended December 31, 2023 included a $1,977 reduction stemming from changes in expected value of certain commercial projects associated with the Bridge Exit within the Infrastructure segment. The Infrastructure segment gross profit decreased by $1,418, or 3.0%, from the prior year.
Chemtec’s net sales for the year ended December 31, 2023 and December 31, 2022 were $9,259 and $21,119, respectively. 21 Table of Contents On June 30, 2023, the Company sold substantially all the operating assets of the Ties business, located in Spokane, WA, for $2,362 in proceeds, subject to final working capital adjustments, generating a $1,009 loss on the sale, which was recorded in “Other expense (income) - net” for the year ended December 31, 2023.
Chemtec’s net sales for the year ended December 31, 2023 were $9,259. On June 30, 2023, the Company sold substantially all the operating assets of the Ties business, located in Spokane, WA, for $2,362 in proceeds, generating a $1,009 loss on the sale, which was recorded in “Other expense - net” for the year ended December 31, 2023.
The Company reports organic sales growth at the consolidated and segment levels. EBITDA is a non-GAAP financial measure that has been used in discussing the financial performance of the business for the years ended December 31, 2023 and 2022. EBITDA is a financial metric utilized by management to evaluate the Company’s performance on a comparable basis.
EBITDA is a non-GAAP financial measure that has been used in discussing the financial performance of the business for the years ended December 31, 2024 and 2023. EBITDA is a financial metric utilized by management to evaluate the Company’s performance on a comparable basis.
The Company uses a combination of a discounted cash flow method and a market approach to determine the fair values of the reporting units. 27 Table of Contents A number of significant assumptions and estimates are involved in the estimation of the fair value of reporting units, including the identification of macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, which may drive changes to revenue growth, EBITDA contribution, and market participant assumptions.
A number of significant assumptions and estimates are involved in the estimation of the fair value of reporting units, including the identification of macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, which may drive changes to revenue growth, EBITDA contribution, and market participant assumptions.
The Company believes that the combination of its cash and cash equivalents, cash generated from operations, and the capacity under its revolving credit facility will provide sufficient liquidity to provide the flexibility to operate the business in a prudent manner, continue to service outstanding debt, repurchase shares and to selectively pursue accretive acquisitions to further the Company’s strategic initiatives.
As of December 31, 2024 and December 31, 2023 the swap asset was $430 and $1,225, respectively. 27 T able of Contents The Company believes that the combination of its cash and cash equivalents, cash generated from operations, and the capacity under its revolving credit facility will provide sufficient liquidity to provide the flexibility to operate the business in a prudent manner, continue to service outstanding debt, repurchase shares and to selectively pursue accretive acquisitions to further the Company’s strategic initiatives.
For a discussion of the terms and availability of the credit agreement, please refer to Note 10 of the Notes to Consolidated Financial Statements contained in this Annual Report on Form 10-K. As of December 31, 2023, the Company was in compliance with the covenants in the Credit Agreement.
For a discussion of the terms and availability of the credit agreement, please refer to Note 9 of the Notes to Consolidated Financial Statements contained in this Annual Report on Form 10-K.
The preparation of the consolidated financial statements requires management to make estimates and judgments that affect the reported amount of assets, liabilities, revenues, and expenses, and the related disclosure of contingent assets and liabilities.
Critical Accounting Estimates The accompanying Consolidated Financial Statements have been prepared in conformity with US GAAP. The preparation of the Consolidated Financial Statements requires management to make estimates and judgments that affect the reported amount of assets, liabilities, revenues, and expenses, and the related disclosure of contingent assets and liabilities.
Should management determine that the cash balances of its foreign subsidiaries exceed its projected working capital needs, excess funds may be repatriated and subject to additional income taxes. On August 13, 2021, the Company entered into the Fourth Amended and Restated Credit Agreement (the “Credit Agreement”).
Should management determine that the cash balances of its foreign subsidiaries exceed its projected working capital needs, excess funds may be repatriated and subject to additional income taxes.
Cash Flows from Financing Activities The Company decreased its outstanding debt by $37,260 during the year ended December 31, 2023, primarily due to the proceeds from divestitures and improved operating cash flows. During the year ended December 31, 2022, the Company increased outstanding debt by $60,832, primarily from the borrowings used to fund the acquisitions of Skratch and VanHooseCo.
Cash Flows from Financing Activities The Company decreased its outstanding debt by $7,994 during the year ended December 31, 2024, primarily due to the proceeds from asset sales and operating cash flows. During the year ended December 31, 2023, the Company decreased outstanding debt by $37,260, primarily due to the proceeds from divestitures and improved operating cash flows.
These non-GAAP financial measures are not intended to be considered by the user in place of the related GAAP financial measure, but rather as supplemental information to our business results. These non-GAAP financial measures may not be the same as similar measures used by other companies due to possible differences in method and in the items or events being adjusted.
These non-GAAP financial measures are not intended to be considered by the user in place of the related GAAP financial measure, but rather as supplemental information to our business results.
For the years ended December 31, 2023 and 2022, the product line had $6,146 and $15,120 in sales, respectively. The decision to exit the bridge grid deck product line is a result of a weak bridge grid deck market condition and outlook due to customer adoption of newer technologies replacing the grid deck solution.
The decision to exit the bridge grid deck product line is a result of a weak bridge grid deck market condition and outlook due to customer adoption of newer technologies replacing the grid deck solution.
If the carrying amount of the reporting unit exceeds its fair value, an impairment loss equal to the excess amount up to the goodwill balance is recorded as an impairment to goodwill of the reporting unit.
If the carrying amount of the reporting unit exceeds its fair value, an impairment loss equal to the excess amount up to the goodwill balance is recorded as an impairment to goodwill of the reporting unit. The Company uses a combination of a discounted cash flow method and a market approach to determine the fair values of the reporting units.
On March 30, 2023, the Company sold substantially all the operating assets of its Chemtec business for $5,344 in proceeds, subject to final working capital adjustments, generating a $2,065 loss on sale, recorded in “Other expense (income) - net” for the year ended December 31, 2023.
Acquisitions, Divestitures and Product Line Exit On March 30, 2023, the Company sold substantially all the operating assets of its Chemtec business for $5,344 in proceeds, generating a $2,065 loss on sale, recorded in “Other expense - net” for the year ended December 31, 2023. The Chemtec business was reported in the Steel Products business unit within the Infrastructure segment.
The change in cash and cash equivalents for the years ended December 31, 2023 and 2022 were as follows: Year Ended December 31, 2023 2022 Net cash provided by (used in) operating activities $ 37,376 $ (10,576) Net cash provided by (used in) investing activities 2,066 (56,418) Net cash (used in) provided by financing activities (39,296) 60,240 Effect of exchange rate changes on cash and cash equivalents (468) (736) Net decrease in cash and cash equivalents $ (322) $ (7,490) Cash Flows from Operating Activities During the year ended December 31, 2023, net cash provided by operating activities was $37,376, compared to a use of $10,576 during the prior year.
The change in cash and cash equivalents for the years ended December 31, 2024 and 2023 were as follows: Year Ended December 31, 2024 2023 Net cash provided by operating activities $ 22,632 $ 36,956 Net cash (used in) provided by investing activities (6,312) 2,486 Net cash used in financing activities (16,231) (39,296) Effect of exchange rate changes on cash and cash equivalents (195) (468) Net decrease in cash and cash equivalents $ (106) $ (322) Cash Flows from Operating Activities During the year ended December 31, 2024, net cash provided by operating activities was $22,632, compared to $36,956 during the prior year.
In 2023, the Company made adjustments to exclude the loss on divestitures, VanHooseCo contingent consideration adjustments, the impact of the discontinuation of the bridge grid deck product line, and bad debt provision for a customer that filed for administrative protection in the UK.
In 2023, the Company made adjustments to exclude the loss on divestitures, expenses from the exit of the bridge grid deck product line, bad debt provision for customer bankruptcy, restructuring costs, and contingent consideration adjustments associated with the VanHooseCo acquisition.
The Company’s primary needs for liquidity relate to working capital requirements for operations, capital expenditures, debt service obligations, payments related to the Union Pacific Railroad Settlement, tax obligations, outstanding purchase obligations, acquisitions, and to support the share repurchase program.
The Company’s primary needs for liquidity relate to working capital requirements for operations, capital expenditures, debt service obligations, tax obligations, outstanding purchase obligations, acquisitions, restructuring payments, and to support share repurchase programs. During 2024 and 2023, the Company paid $8,000 annually as a result of the Settlement Agreement (the “Settlement Agreement”) with Union Pacific Railroad Company (“UPRR”).
Organic sales growth is a non-GAAP financial measure of sales growth (which is the most directly comparable GAAP measure), adjusted to exclude the effects of acquisitions and divestitures from year-over-year comparisons. The Company believes this measure provides investors with a supplemental understanding of underlying sales trends by providing sales growth on a consistent basis.
Management evaluates the Company’s sales performance based on organic sales growth (decline). Organic sales growth (decline) is a non-GAAP financial measure of sales (which is the most directly comparable GAAP measure), adjusted to exclude the effects of acquisitions and divestitures from year-over-year comparisons.
During 2023, cash flow provided by operating activities consisted of net income and non-cash items amounting to $21,453 and changes in certain assets and liabilities netting to a cash inflow of $15,923. In 2022, working capital and other assets and liabilities were a use of $25,822. Both periods include payments of $8,000 for the Union Pacific Railroad Concrete Tie Settlement.
In 2023, cash flow provided by operating activities consisted of net income and non-cash items amounting to $21,453 and changes in certain assets and liabilities netting to a 26 T able of Contents cash inflow of $15,503. Both periods include payments of $8,000 for the UPRR Settlement, which was fully paid as of December 31, 2024.
Gross profit increased by $23,199, or 25.9%, and gross profit margin expanded by 270 basis points to 20.7%. The improvement in gross profit is due primarily to the portfolio changes that are a part of the Company’s strategic transformation, as well as uplift from increased sales volumes, product mix, and pricing.
Gross profit increased by $6,018, or 5.4%, and gross profit margin expanded by 160 basis points to 22.2%. The improvement in gross profit is due primarily to the portfolio changes that are a part of the Company’s strategic transformation, as well as uplift from favorable business mix and recovery in our UK Technology Services and Solutions businesses.
Throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”), we refer to measures used by management to evaluate performance. We also refer to a number of financial measures that are not defined under US GAAP, including organic sales growth, earnings before interest, taxes, depreciation, and amortization (“EBITDA”), adjusted EBITDA, and net debt.
We also refer to a number of financial measures that are not defined under US GAAP, including organic sales growth (decline), earnings before interest, taxes, depreciation, and amortization (“EBITDA”), adjusted EBITDA, net debt, funding capacity, new orders, and backlog. The explanation at the end of the MD&A provides the definition of these non-GAAP financial measures.
On August 30, 2023, the Company announced the discontinuation of its Bridge Products grid deck product line (“Bridge Exit”) which was reported in the Steel Products business unit within the Infrastructure segment. The Bedford, PA based operations supporting the product line expects to complete any remaining customer obligations in 2024.
The Ties business was reported in the Rail Products business unit within the Rail segment. Ties' net sales for the year ended December 31, 2023 were $2,130. On August 30, 2023, the Company announced the discontinuation of its Bridge Products grid deck product line (“Bridge Exit”) which was reported in the Steel Products business unit within the Infrastructure segment.
Liquidity and Capital Resources The Company’s principal sources of liquidity are its existing cash and cash equivalents, cash generated by operations, and the available capacity under its revolving credit facility, which provides for a total commitment of up to $130,000, of which $72,133 was available for borrowing as of December 31, 2023, subject to covenant restrictions.
Of the total restructuring costs incurred for the year ended December 31, 2024, $245 was recorded in “Cost of goods sold” and $1,211 was reported in “Selling and administrative expense.” The Company does not anticipate any additional restructuring expense to be incurred associated with this program. 25 T able of Contents Liquidity and Capital Resources The Company’s principal sources of liquidity are its existing cash and cash equivalents, cash generated by operations, and the available capacity under its revolving credit facility, which provides for a total commitment of up to $130,000, of which $82,124 was available for borrowing as of December 31, 2024, subject to covenant restrictions.
The expenditures for the year ended December 31, 2023 were primarily related to general plant and operational improvements throughout the Company, as well as organic growth initiatives.
Cash Flows from Investing Activities For the year ended December 31, 2024, the Company had capital expenditures of $9,791, a $5,278 increase from 2023. Capital expenditures in both periods primarily relate to general plant and operational improvements throughout the Company, as well as organic growth initiatives.
Results of Operations — Segment Analysis Rail, Technologies, and Services Year Ended December 31, Change Percent Change 2023 2022 2023 vs. 2022 2023 vs. 2022 Net sales $ 312,160 $ 300,592 $ 11,568 3.8 % Gross profit $ 64,689 $ 59,499 $ 5,190 8.7 % Gross profit margin 20.7 % 19.8 % 90 bps 4.7 % Segment operating profit $ 11,940 $ 11,454 $ 486 4.2 % Segment operating profit margin 3.8 % 3.8 % 0 bps 0.4 % Rail segment sales increased by $11,568, or 3.8%, over the prior year.
Results of Operations — Segment Analysis Rail, Technologies, and Services Year Ended December 31, Change Percent Change 2024 2023 2024 vs. 2023 2024 vs. 2023 Net sales $ 326,869 $ 312,160 $ 14,709 4.7 % Gross profit $ 72,469 $ 65,033 $ 7,436 11.4 Gross profit margin 22.2 % 20.8 % 140 bps 6.4 Segment operating income $ 21,912 $ 12,306 $ 9,606 78.1 Segment operating income margin 6.7 % 3.9 % 280 bps 70.0 The Rail segment sales increased by $14,709, or 4.7%, over the prior year.
For the year ended December 31, 2023 the Company repurchased 134,208 shares of its stock for $2,310 associated with the Company’s Board of Directors authorizing the purchase of up to $15,000 of the Company’s common stock through February of 2026.
During the first quarter of 2023, the Company’s Board of Directors authorized the repurchase of up to $15,000 of the Company’s common stock in open market transactions. For the year ended December 31, 2024 and 2023, the Company repurchased 300,302 shares of its stock for $6,808 and 134,208 shares for $2,310, respectively, under this program.
Other expense for the year ended December 31, 2023 was $3,666 and was primarily attributable to a $3,074 loss on the divestitures of Ties and Chemtec and $1,403 of exit costs incurred related to the Bridge Exit.
Other expense - net for the year ended December 31, 2023 was attributable to a $3,074 loss on the divestitures of Ties and Chemtec. The Company’s effective income tax rate for 2024 was (196.6)%, compared to (37.6)% in the prior year period.
On November 17, 2023, the Company acquired the operating assets of Cougar Mountain Precast, LLC (“Cougar”), located in Caldwell, Idaho, which is a licensed manufacturer of Redi-Rock and natural concrete products for $1,644, subject to hold back payments, to be paid over the next twelve months or utilized to satisfy post-close working capital adjustments or indemnity claims.
On November 17, 2023, the Company acquired the operating assets of Cougar Mountain Precast, LLC (“Cougar”) which is a licensed manufacturer of Redi-Rock and natural concrete products for $1,644. Cougar has been included in the Precast Concrete Products business unit within the Infrastructure segment.
References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “organic sales” refer to sales calculated in accordance with GAAP, adjusted to exclude divestiture or acquisition-related sales. Management evaluates the Company’s sales performance based on organic sales growth.
These non-GAAP financial measures may not be the same as similar measures used by other companies due to possible differences in method and in the items or events being adjusted. 29 T able of Contents References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “organic sales” refer to sales calculated in accordance with GAAP, adjusted to exclude divestiture or acquisition-related sales.
The Company’s total debt, including finance leases, was $55,273 and $91,879 as of December 31, 2023 and December 31, 2022, respectively, and was primarily comprised of borrowings under its revolving credit facility. 24 Table of Contents The following table reflects available funding capacity as of December 31, 2023: December 31, 2023 Cash and cash equivalents $ 2,560 Credit agreement: Total availability under the credit agreement $ 130,000 Outstanding borrowings on revolving credit facility (55,060) Letters of credit outstanding (2,807) Net availability under the revolving credit facility 72,133 Total available funding capacity $ 74,693 As of December 31, 2023 and December 31, 2022 we were in compliance with all covenants of the Credit Agreement and have $74,693 available funding capacity as of December 31, 2023.
The following table reflects available funding capacity as of December 31, 2024: December 31, 2024 Cash and cash equivalents $ 2,454 Credit agreement: Total availability under the credit agreement $ 130,000 Outstanding borrowings on revolving credit facility (46,467) Letters of credit outstanding (1,409) Net availability under the revolving credit facility 82,124 Total available funding capacity $ 84,578 As of December 31, 2024, the Company was in compliance with all covenants of the Credit Agreement and has $84,578 available funding capacity, subject to covenant restrictions.
The increase was due to organic sales of $32,368 or 16.4% and includes a $1,977 reduction in 2023 sales stemming from changes in expected value of certain commercial projects associated with the Bridge Exit.
The decrease in sales is due to divestitures and product line exits which declined $13,819, offset partially by an organic sales increase of $840. Net sales for the year ended December 31, 2023 included a $1,977 reduction stemming from changes in expected value of certain commercial projects associated with the Bridge Exit within the Infrastructure segment.
In 2022, the Company made adjustments to exclude acquisition and divestiture related costs, VanHooseCo acquisition-related inventory step-up amortization and contingent consideration expense, the gain from insurance proceeds, the Crossrail project settlement amount, impairment charges, and the loss (gain) on the sale of the Track Components and Piling Products businesses, respectively. 28 Table of Contents The Company views net debt, which is total debt less cash and cash equivalents, as an important metric of the operational and financial health of the organization and useful to investors as an indicator of our ability to incur additional debt and to service our existing debt.
The Company views net debt, which is total debt less cash and cash equivalents, as an important metric of the operational and financial health of the organization and useful to investors as an indicator of our ability to incur additional debt and to service our existing debt.
During 2023, the Company incurred $1,403 of exit costs recorded in “Other expense (income) - net,” which included $474 in inventory write-downs, $667 in personnel related expenses, and $262 in other exit costs. The Company expects to incur an additional $184 of personnel expenses associated with the exit through 2024.
During the year ended 2023, the Company incurred $1,403 of Bridge Exit costs, of which $1,141 was recorded in “Cost 22 T able of Contents of goods sold” and $262 was recorded in “Selling and administrative expenses.” These expenses included $474 in inventory write-downs, $667 in personnel related expenses, and $262 in other exit costs; the majority of cash payments were made in early 2024.
On August 12, 2022, the Company entered into a second amendment to its Credit Agreement (the “Second Amendment”) to obtain approval for the VanHooseCo acquisition and temporarily modify certain financial covenants to accommodate the transaction.
On August 12, 2022, the Company entered into a second amendment to its Credit Agreement (the “Second Amendment”) which added an additional tier to the pricing grid and provided for the conversion from LIBOR-based to SOFR-based borrowings.
The increase was driven by the improvement in gross profit, which was partially offset by increased personnel costs as well as a 2023 bad debt provision charge of $1,862 due to a customer in the UK who filed for administrative protection and $676 in restructuring expense associated with the UK operations. 23 Table of Contents During 2023, new orders within the Rail segment decreased by 4.7% compared to the prior year.
The increase was driven by the improvement in gross profit, as well as a decrease in selling and administrative expenses due primarily to the $1,862 of bad debt expense incurred in the year ended December 31, 2023 due to a UK customer filing for administrative protection.
Such tax benefits were offset by an increase in the Company’s valuation allowance against its deferred tax assets in the UK and other foreign jurisdictions. For further discussion on the valuation allowance, refer to Note 14 of the Notes to the Consolidated Financial Statements.
The Company's effective income tax rate differed from the federal statutory rate of 21% primarily due to the change in valuation allowance previously recorded against certain U.S. federal and state deferred tax assets. For further discussion on the valuation allowance, refer to Note 13 of the Notes to the Consolidated Financial Statements.
A reconciliation of each non-GAAP financial measure to its most directly comparable respective US GAAP financial measure is presented below. 2023 Developments During 2023, the Company: • Produced net sales of $543,744, an increase of $46,247, or 9.3%, over 2022, reflective of organic sales growth of 11.7% and growth due to acquisitions of 4.0%, which was partially offset by a 6.4% reduction due to divestitures; • Reported gross profit margin of 20.7% for the year, a 270-basis point improvement over prior year; • Continued its strategic transformation with the divestitures of the Chemtec and Ties businesses; • Generated net cash flow from operations in 2023 of $37,376; • Reduced net debt during 2023 by $36,284 to $52,713; • Reported adjusted EBITDA of $31,775; an increase of 31.4% compared to the prior year; • Announced that its Board of Directors has authorized the repurchase of up to $15,000 of its common stock through February 2026 and repurchased 134,208 shares of the Company’s stock, or 1.2% of its outstanding shares, at a cost of $2,310.
A reconciliation of EBITDA, adjusted EBITDA, organic sales growth (decline), net debt, and funding capacity to its most directly comparable respective US GAAP financial measure is presented below. 2024 Developments During 2024, the Company: • Produced net sales of $530,765, a decrease of $12,979, or 2.4%, from 2023, due to a 2.5% reduction from divestitures and product line exit activity; • Reported gross profit margin of 22.2% for the year, a 160-basis point improvement over prior year; • Generated net cash flow from operations in 2024 of $22,632; • Reduced debt during 2024 by $8,333 to $46,940; • Reported net income of $42,843, an increase of $41,544 compared to the prior year due to a $28,398 tax benefit which was primarily related to a favorable tax valuation allowance adjustment in 2024 as well as improved operating income; • Reported adjusted EBITDA of $33,576; an increase of 5.7% compared to the prior year; • Restructuring actions taken to reduce our cost structure by $4,500 on a run-rate basis; • Repurchased 300,302 shares of the Company’s stock, or 2.7% of its outstanding shares, at a cost of $6,808.
Gross profit in 2023 was negatively impacted by an adjustment of $3,051 due to changes in expected value of certain commercial projects associated with the Bridge Exit. In 2022, gross profit included an unfavorable adjustment of $1,135 related to the purchase accounting of acquired inventory related to VanHooseCo.
The decrease in gross profit was primarily attributable to lower volumes and unfavorable business mix of $4,751. Gross profit for the year ended December 31, 2023 was negatively impacted by $4,192 related to the Bridge Exit, including a $3,051 reduction in profitability related to changes in the expected value of certain commercial projects.
For the years ended December 31, 2023 and 2022, the Company also repurchased 24,886 and 27,636 shares of its stock, respectively, for $315 and $410 from employees to pay their withholding taxes in connection with the vesting of stock awards. 25 Table of Contents Financial Condition The Company generated $37,376 from cash flows from operations during 2023, which was utilized to pay down debt, fund capital expenditures and repurchase shares.
For the year ended December 31, 2024 and 2023, the Company also purchased 59,577 and 24,886 of its stock, respectively, for $1,429 and $315 from employees to pay for withholding taxes in connection with the vesting of stock awards. On August 5, 2024, the Board of Directors approved the modification of the Company’s stock repurchase program.
Net income for the year ended December 31, 2023 was $1,299, or $0.13 per diluted share, compared to net loss for the 2022 year of $45,677, or $4.25 per diluted share.
Net income attributable to the Company for the year ended December 31, 2024 was favorable by $41,482, or $3.76 per diluted share over the prior year.
Gross profit margins of 20.8% increased 550 basis points over last year, driven by more favorable margins associated with portfolio changes, as well as higher overall sales volumes and gains from pricing initiatives. The segment profit of $9,988 increased by $19,120 over the prior year.
The divestiture of Chemtec also decreased gross profit by $859 from the prior year. Gross margins improved 210 basis points over last year, driven by more favorable margins associated with portfolio changes and due to an $815 gain on ancillary property incurred in the year ended December 31, 2024.
Removed
The explanation at the end of the MD&A provides the definition of these non-GAAP financial measures.
Added
Throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”), we refer to measures used by management to evaluate performance.
Removed
Skratch has been included in the Company’s Technology Services and Solutions business unit within the Rail segment and VanHooseCo has been included within the Precast Concrete Products business unit within the Infrastructure segment.
Added
The Bedford, PA based operations supporting the product line expects to complete any remaining customer obligations in 2025. For the years ended December 31, 2024 and 2023, the product line had $3,700 and $6,146 in sales, respectively.
Removed
Skratch and VanHooseCo’s net sales were $4,624 and $33,742, respectively, for the year ended December 31, 2023, and $2,975 and $17,788, respectively, for the year ended December 31, 2022.
Added
During the year ended December 31, 2024, the Company incurred an immaterial amount of exit costs, all of which were personnel expenses. The Company does not expect to incur additional material exit costs in 2025.
Removed
On August 1, 2022, the Company divested the assets of its Track Components division for $7,795, subject to indemnification obligations and working capital adjustments, generating a $467 loss on sale, recorded in “Other expense (income) - net” for the year ended December 31, 2022. The Track Components division was included in the Rail Products business unit within the Rail segment.
Added
Full Year Results Comparison Results of Operations Year Ended December 31, Change 2024 2023 2024 vs. 2023 Net sales $ 530,765 $ 543,744 $ (12,979) Gross profit 118,062 112,044 6,018 Gross profit margin 22.2 % 20.6 % 160 bps Expenses: Selling and administrative expenses $ 96,398 $ 97,623 $ (1,225) Selling and administrative expenses as a percent of sales 18.2 % 18.0 % 20 bps (Gain) on sale of former joint venture facility (3,477) — (3,477) Amortization expense 4,628 5,314 (686) Operating income 20,513 9,107 11,406 Operating income margin 3.9 % 1.7 % 220 bps Interest expense - net 4,992 5,528 (536) Other expense - net 1,076 2,635 (1,559) Income before income taxes 14,445 944 13,501 Income tax benefit (28,398) (355) (28,043) Net income $ 42,843 $ 1,299 $ 41,544 Net loss attributable to noncontrolling interest (103) (165) 62 Net income attributable to L.B.
Removed
The Track Components division’s net sales were $9,244 for the year ended December 31, 2022.
Added
Foster Company $ 42,946 $ 1,464 $ 41,482 Diluted earnings per common share $ 3.89 $ 0.13 $ 3.76 Fiscal 2024 Compared to Fiscal 2023 — Company Analysis Net sales for the year ended December 31, 2024 decreased by $12,979, or 2.4%, from the prior year.
Removed
The Chemtec business was reported in the Steel Products business unit within the Infrastructure segment.
Added
In 2024, gross profit also included an $815 gain on the sale of an ancillary property within the Steel Products business unit In 2023, gross profit was impacted by a reduction in profitability of $4,192 due to the Bridge Exit. Selling and administrative expenses decreased by $1,225, or 1.3%, from the prior year.
Removed
The Ties business was reported in the Rail Products business unit within the Rail segment. Net sales for Ties for the year ended December 31, 2023 and December 31, 2022 were $2,130 and $11,622, respectively.
Added
The decrease was primarily attributable to $2,919 of lower employment costs in the year ended December 31, 2024 and $1,862 of bad debt expense incurred in the year ended December 31, 2023 due to a customer filing for administrative protection.
Removed
Cougar has been included in the Precast Concrete Products business unit within the Infrastructure segment.
Added
Partially offsetting these decreases were $1,173 of corporate legal costs associated with a resolved legal matter, $783 in professional services expenditures associated with the announced enterprise restructuring, and $608 in higher employee-related restructuring expense in 2024. Selling and administrative expenses as a percentage of net sales increased to 18.2% from 18.0% due to lower sales volumes.
Removed
Full Year Results Comparison Results of Operations Year Ended December 31, Change 2023 2022 2023 vs. 2022 Net sales $ 543,744 $ 497,497 $ 46,247 Gross profit 112,810 89,611 23,199 Gross profit margin 20.7 % 18.0 % 270 bps Expenses: Selling and administrative expenses $ 97,358 $ 82,657 $ 14,701 Selling and administrative expenses as a percent of sales 17.9 % 16.6 % 130 bps Amortization expense 5,314 6,144 (830) Goodwill and long-lived assets impairment charges (Note 5) — 8,016 (8,016) Operating profit (loss) 10,138 (7,206) 17,344 Operating profit (loss) margin 1.9 % (1.4) % 330 bps Interest expense - net 5,528 3,340 2,188 Other expense (income) - net 3,666 (1,550) 5,216 Income (loss) before income taxes 944 (8,996) 9,940 Income tax (benefit) expense (355) 36,681 (37,036) Net income (loss) $ 1,299 $ (45,677) $ 46,976 Diluted earnings (loss) per common share $ 0.13 $ (4.25) $ 4.38 Fiscal 2023 Compared to Fiscal 2022 — Company Analysis Net sales of $543,744 for the year ended December 31, 2023 increased by $46,247, or 9.3%, over the prior year.
Added
The $3,477 gain on sale of the former joint venture facility for the year ended December 31, 2024 was attributed to the Company's facility and land in Magnolia, Texas. 23 T able of Contents Net interest expense for the year ended December 31, 2024 decreased by $536, or 9.7%, due to declining interest rates and lower debt levels during the year.
Removed
The increase in sales is due to organic sales growth of 11.7% and a 4.0%, or $19,834, increase from the acquisitions of Skratch and VanHooseCo, partially offset by a 6.4%, or $31,995, decline in sales due to the divestitures of Track Components, Chemtec, and Ties.
Added
Other expense - net decreased by $1,559 from the prior year. Other expense - net in for the year ended December 31, 2024 was primarily attributable to $1,722 of pension termination costs associated with the termination of the frozen L.B. Foster Company Merged Retirement Plan (the “US DB Plan”).
Removed
Net sales for the year ended December 31, 2022 included a $3,956 reduction from the settlement of certain long-term commercial contracts related to the multi-year Crossrail project (“Crossrail Settlement”) in the Company’s Technology Services and Solutions business in the United Kingdom. This settlement reduced both sales and gross profit in 2022.
Added
The increase was due to an income tax benefit of $28,398 that is primarily associated with a favorable tax valuation allowance adjustment, the gain on sale attributed to the Company's facility and land in Magnolia, Texas, and an increase in gross profit, due in part to the unfavorable impact of $4,192 on gross profit from the Bridge Exit in the prior year.
Removed
In 2023, gross profit was also impacted by a reduction in profitability of $3,051 22 Table of Contents due to the Bridge Exit. In 2022, gross profit was negatively impacted by a $1,135 purchase accounting adjustment related to the VanHooseCo acquired inventory along with the $3,956 reduction from the Crossrail Settlement.
Added
The increase was due to higher organic sales of $16,823, or 5.4%, partially offset by a $2,114, or 0.7%, decrease from the divestiture of Ties. Rail Products sales increased $1,899 driven by increased volumes partially offset by lower market prices as well as the Ties divestiture. Global Friction Management sales increased by $2,038 due to domestic markets served.

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