What changed in FOSTER L B CO's 10-K — 2024 vs 2025
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Paragraph-level year-over-year comparison of FOSTER L B CO's 2024 and 2025 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 2025 report.
+208 added−247 removedSource: 10-K (2026-03-05) vs 10-K (2025-03-07)
Top changes in FOSTER L B CO's 2025 10-K
208 paragraphs added · 247 removed · 155 edited across 7 sections
- Item 7. Management's Discussion & Analysis+95 / −111 · 56 edited
- Item 1A. Risk Factors+57 / −73 · 50 edited
- Item 1. Business+42 / −48 · 35 edited
- Item 1C. Cybersecurity+8 / −8 · 8 edited
- Item 5. Market for Registrant's Common Equity+4 / −5 · 4 edited
Item 1. Business
Business — how the company describes what it does
35 edited+7 added−13 removed50 unchanged
Item 1. Business
Business — how the company describes what it does
35 edited+7 added−13 removed50 unchanged
2024 filing
2025 filing
Biggest changeThis 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.
Biggest changeOur Birmingham, AL facility coats the outside and inside diameter of pipe primarily for oil and gas transmission pipelines. 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.
The Company’s business segments are not dependent upon any individual patents or related group of patents, nor any individual licenses or distribution rights.
The Company’s business segments are not dependent upon any individual patents or related group of patents, nor upon any individual licenses or distribution rights.
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.
The following table shows the net sales for each reporting segment as a percentage of total net sales for the years ended December 31, 2025 and 2024: Percentage of Net Sales 2025 2024 Rail, Technologies, and Services 57 % 62 % Infrastructure Solutions 43 38 100 % 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.
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.
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.
The Company's reportable operating segments have been determined in accordance with the Company's internal management structure, which is organized based on operating activities, the manner in which we organize segments for making operating decisions and assessing performance, and the availability of separate financial results.
The Company's reportable operating segments have been determined in accordance with the Company's internal management structure, which is organized based on operating activities, the manner in which we organize segments for making operating and resource allocation decisions and assessing performance, and the availability of separate financial results.
The Infrastructure segment is composed of nine operating facilities across the US providing engineered precast concrete solutions, fabricated bridge products, and protective pipe coating and threading offerings across North America. Precast Concrete Products The Precast Concrete Products (“Precast”) business unit manufactures precast concrete products for the North American civil infrastructure market.
The Infrastructure segment is composed of ten operating facilities across the US providing engineered precast concrete solutions, fabricated bridge products, and protective pipe coating and threading offerings across North America. Precast Concrete Products The Precast Concrete Products (“Precast”) business unit manufactures precast concrete products for the North American civil infrastructure market.
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.
Raw Materials and Supplies The Company purchases from its domestic and foreign supplier base a variety of raw materials including epoxy, electronics, and other components. The Company also purchases steel, cement, and aggregates which are primarily sourced from domestic suppliers.
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.
The Company has eight 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.
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.
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.
Environmental, Social, and Governance Matters The Company is committed to good corporate citizenship and promoting the highest standards of environmental performance, corporate governance, and ethical behavior to positively impact the communities in which we operate. With a focus on continuous improvement, the Company has adopted safety and environmental policies in support of long-term environmental, health, safety, and sustainability excellence.
Corporate Responsibility The Company is committed to good corporate citizenship and promoting the highest standards of environmental performance, corporate governance, and ethical behavior to positively impact the communities in which we operate. With a focus on continuous improvement, the Company has adopted safety and environmental policies in support of long-term environmental, health, safety, and sustainability excellence.
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.
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.
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.
Environmental Disclosures Information regarding environmental matters is included in Part II, Item 8, Financial Statements and Supplementary Data, Note 16 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.
Reilly served in roles of increasing responsibility at Kennametal, Inc., including as Director of Finance - Infrastructure division, from 2016 to 2019; Director of Finance - Integrated Supply Chain and Logistics from 2015 to 2016; Director of Finance - Asia from 2013 to 2015 in Singapore and Earthworks Controller from 2007 to 2012. Mr.
Prior to that role, Mr. Reilly served in roles of increasing responsibility at Kennametal, Inc., including as Director of Finance - Infrastructure division, from 2016 to 2019; Director of Finance - Integrated Supply Chain and Logistics from 2015 to 2016; Director of Finance - Asia from 2013 to 2015 in Singapore and Earthworks Controller from 2007 to 2012. Ms.
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.
Guinee served as Vice President - Securities and Corporate and Assistant Secretary at Education 8 Table of Contents 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.
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.
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.
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.
The Company employs a global sales force of approximately 77 people of which 12 are located outside of the US to reach current customers and cultivate potential customers in these areas. For the years ended December 31, 2025 and 2024, approximately 11% and 14%, respectively, of the Company’s total sales were outside the US.
Bridge Products - The Bridge Products facility in Bedford, PA manufactures a number of fabricated steel and aluminum products primarily for the highway, bridge, and transit industries, including concrete-reinforced steel grid decking, open steel grid deck, aluminum bridge railing, and stay-in-place steel bridge forms.
Bridge Products - The Bridge Products facility in Bedford, PA manufactures a number of fabricated steel and aluminum products primarily for the highway, bridge, and transit industries, including aluminum bridge railing, and stay-in-place steel bridge forms.
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.
Equal Employment Opportunity 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.
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.
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 discontinued its grid deck product line in the third quarter of 2023 and expects to complete all remaining customer obligations in 2025.
The 5 Table of Contents Company discontinued its grid deck product line in the third quarter of 2023 and completed substantially all remaining customer obligations in 2025.
Global Friction Management The Company’s Global Friction Management business unit engineers, manufactures, and fabricates friction management products and application systems for its rail customers. It also provides aftermarket services managing its friction management solutions for customers.
These products are usually sold to contractors or by sealed bid to passenger railroads. Global Friction Management The Company’s Global Friction Management business unit engineers, manufactures, and fabricates friction management products and application systems for its rail customers. It also provides aftermarket services managing its friction management solutions for customers.
Ness served as the Rail Business Controller beginning from 2012 to 2020 and Division Controller role he had held since his initial employment with the Company in 2006. Mr. Reilly was appointed Controller and Principal Accounting Officer of the Company in January 2022. Prior to joining the Company, Mr.
Ness served as the Rail Business Controller beginning from 2012 to 2020 and Division Controller role he had held since his initial employment with the Company in 2006. Ms.
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.
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. Prior to re-joining the Company, Ms.
Following are summaries of those divisions: Rail Distribution - This division sells new rail mainly to passenger and short line freight railroads, industrial companies, and rail contractors for the replacement of existing lines or expansion of new lines.
Rail Products The Rail Products business unit is comprised of the Company’s Rail Distribution, Allegheny Rail Products, and Transit Products. Rail Distribution - This division sells new rail mainly to passenger and short line freight railroads, industrial companies, and rail contractors for the replacement of existing lines or expansion of new lines.
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 facilities also manufacture various other precast concrete products such as sound walls, bridge beams, and other wet/dry utilities concrete products at its Boise, ID, Hillsboro, TX, and Waverly, WV facilities.
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.
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.
The Company leased a facility in Lake County, Florida in 2024, which will produce precast concrete wall systems when operations commence in 2025.
The Company also has a leased facility in Lake County, Florida which commenced operations in 2025 and produces precast concrete wall systems.
The Company intends to satisfy the disclosure requirement regarding certain amendments to, or waivers from, provisions of its policy by posting such information on the Company’s website. In addition, the Company’s ethics hotline can also be used by employees and others for the anonymous communication of concerns about financial controls, human resource concerns, and other reporting matters.
In addition, the Company’s ethics hotline can also be used by employees and others for the anonymous communication of concerns about financial controls, human resource concerns, and other reporting matters.
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.
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. Mr.
Foster Company has a legal and ethical conduct policy applicable to all directors and employees, including its Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer. This policy is posted on the Company’s website, www.lbfoster.com.
All of the Company’s hourly and salaried employees are covered by either a defined benefit plan or a defined contribution plan. Code of Ethics L.B. Foster Company has a legal and ethical conduct policy applicable to all directors and employees, including its Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer.
Reilly most recently served as Vice President of Finance - Metal Cutting Division, at Kennametal, Inc. since April 2019. Prior to that role, Mr.
O'Neill had various roles last serving as Manager - Compensation and HRIS at 84 Lumber Company. Mr. Reilly was appointed Controller and Principal Accounting Officer of the Company in January 2022. Prior to joining the Company, Mr. Reilly most recently served as Vice President of Finance - Metal Cutting Division, at Kennametal, Inc. since April 2019.
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.
The Company conducts an annual succession planning process where strong internal candidates are identified for key positions and a development plan is established when a need arises. 7 Table of Contents 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.
The Company has not suffered any major work stoppages in recent history and considers its relations with its employees to be satisfactory. All of the Company’s hourly and salaried employees are covered by one of its defined benefit plans or defined contribution plans. Code of Ethics L.B.
The Company has one collective bargaining agreement covering 7 employees which was successfully renegotiated and is now set to expire in March 2030. The Company has not suffered any major work stoppages in recent history and considers its relations with its employees to be satisfactory.
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.
Friedman 47 Executive Vice President and Chief Growth Officer Patrick J. Guinee 56 Executive Vice President, General Counsel, and Secretary John F. Kasel 60 President and Chief Executive Officer Gregory W. Lippard 57 Senior Vice President - Rail, Technologies, and Services Robert A. Ness 62 Senior Vice President - Infrastructure Solutions Jamie F.
O'Neill 51 Senior Vice President - Human Resources Sara F. Rolli 43 Senior Vice President - Operational Administration Mr.
O'Neill 52 Senior Vice President - Human Resources Sean M. Reilly 53 Corporate Controller and Principal Accounting Officer Sara F. Rolli 44 Senior Vice President - Operational Administration William M. Thalman 59 Executive Vice President and Chief Financial Officer Mr.
Removed
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.
Added
Allegheny Rail Products (“ARP”) - ARP engineers and manufactures insulated rail joints and related accessories for freight and passenger railroads and industrial customers.
Removed
Transit Products also manufactures power rail, also known as third rail, at its facility in Niles, OH.
Added
These products, systems, and services are designed, engineered, serviced, and marketed in the US, UK, Canada, and Germany.
Removed
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.
Added
During 2025, the Company announced the discontinuation of the Automation and Materials Handling product line (the “AMH Exit”) as part of the Company's initiatives to scale back businesses in the UK, and as of December 31, 2025 has completed all related remaining customer obligations.
Removed
Our Birmingham, AL facility coats the outside and inside diameter of pipe primarily for oil and gas transmission pipelines.
Added
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. International Operations L.B.
Removed
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.
Added
Workforce As of December 31, 2025, the Company had 1,191 employees, of which 974 were located within the US, 44 within Canada, 166 in Europe, and 7 within other locations. There were 641 hourly production workers and 550 salaried employees. Of the hourly production workers, 7 were represented by unions.
Removed
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.
Added
This policy is posted on the Company’s website, www.lbfoster.com. The Company intends to satisfy the disclosure requirement regarding certain amendments to, or waivers from, provisions of its policy by posting such information on the Company’s website.
Removed
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.
Added
Officers are elected annually at the organizational meeting of the Board of Directors of the Company (the "Board") following the annual meeting of stockholders.
Removed
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.
Removed
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.
Removed
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.
Removed
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.
Removed
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.
Removed
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.
Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
50 edited+7 added−23 removed74 unchanged
Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
50 edited+7 added−23 removed74 unchanged
2024 filing
2025 filing
Biggest changeNo 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.
Biggest changeThese tariffs, along with potential retaliatory measures by other countries, could significantly increase our raw material costs, disrupt supply chains, and reduce our competitiveness. 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.
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.
In January 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.
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.
Government actions in the US or other countries where we have a higher concentration of business may further 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.
Legislative or regulatory initiatives related to climate change could have a material adverse effect on our business. Greenhouse gases may have an adverse effect on global temperatures, weather patterns, and the frequency and severity of extreme weather and natural disasters. Such events could have a negative effect on our business.
Legislative or regulatory initiatives related to climate policy change could have a material adverse effect on our business. Greenhouse gases may have an adverse effect on global temperatures, weather patterns, and the frequency and severity of extreme weather and natural disasters. Such events could have a negative effect on our business.
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.
No impairments of goodwill or intangible assets were recorded in 2025 and 2024. 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.
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.
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 16 to the Consolidated Financial Statements, contained in this Annual Report on Form 10-K.
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.
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 16 to the Consolidated Financial Statements.
For example, it could: • require us to dedicate a substantial portion of our cash flows to service our indebtedness, which would reduce the availability of our cash flows to fund working capital, capital expenditures, expansion efforts, or other general corporate purposes; • limit our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate; • place us at a competitive disadvantage compared to our competitors that have less debt; and • limit, among other things, our ability to borrow additional funds for working capital, capital expenditures, acquisitions, or other general corporate purposes.
For example, it could: • require us to dedicate a substantial portion of our cash flows to service our indebtedness, which would reduce the availability of our cash flows to fund working capital, capital expenditures, expansion efforts, or other general corporate purposes; • limit our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate; 13 Table of Contents • place us at a competitive disadvantage compared to our competitors that have less debt; and • limit, among other things, our ability to borrow additional funds for working capital, capital expenditures, acquisitions, or other general corporate purposes.
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.
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 16 to the Consolidated Financial Statements” for further details of pending legal proceedings.
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.
Moreover, natural disasters and extreme weather conditions 15 Table of Contents 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.
If we do not successfully manage our supply chain or identify new sources of supplies, we may be unable to satisfy customer orders, which could harm our reputation and customer relationships and materially adversely affect our business, financial condition, and operating results.
If we do not successfully manage our supply chain or identify new sources of supplies, we may be unable to satisfy customer orders, which could harm our reputation and customer relationships and materially adversely 12 Table of Contents affect our business, financial condition, and operating results.
Our business employs systems and websites that allow for the storage and transmission of proprietary or confidential information regarding our customers, employees, job applicants, and other parties, including financial information, intellectual property, and personal identification information. Physical or electronic data or security breaches and other disruptions could compromise our information, expose us to liability, and harm our reputation and business.
Our business employs systems and websites that allow for the storage and transmission of proprietary or confidential information regarding our customers, employees, job applicants, and other parties, including financial information, intellectual property, and personally identifiable information. Physical or electronic data or security breaches and other disruptions could compromise our information, expose us to liability, and harm our reputation and business.
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.
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. 11 Table of Contents Many of our businesses utilize steel as a significant product component.
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.
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. Shifting federal, state, local, and foreign regulatory policies impose risks to our operations.
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.
Our UK operations represented approximately 6% and 8% of our total revenue for the years ended December 31, 2025 and 2024, respectively. During the years ended December 31, 2025 and 2024 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.
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.
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.
Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited. We have certain tax attributes, including US federal, state, and foreign operating loss carryforwards, and federal research and development credits, which may be available to offset future taxable income in certain jurisdictions.
Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited. 14 Table of Contents We have certain tax attributes, including US federal, state, and foreign operating loss carryforwards, and federal research and development credits, which may be available to offset future taxable income in certain jurisdictions.
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.
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.
Any compromise or breach of our security, including from the cyber-attack that we experienced or any future attack, could result in a violation of applicable privacy and other laws, legal and financial exposure, negative impacts on our customers’ willingness to transact business with us, and a loss of confidence in our security measures, which could have an adverse effect on our results of operations and our reputation.
Any compromise or breach of our security systems could result in a violation of applicable privacy and other laws, legal and financial exposure, negative impacts on our customers’ willingness to transact business with us, and a loss of confidence in our security measures, which could have an adverse effect on our results of operations and our reputation.
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.
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.
Any 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.
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.
Potential material modifications to USMCA, or certain other international trade agreements, including with respect to the modification of trade agreements with or among the EU and the UK, may have a material adverse effect on our business, financial condition, and results of operations.
Potential material modifications to USMCA, which is subject to joint review in July 2026, or certain other international trade agreements, including with respect to the modification of trade agreements with or among the EU and the UK which remain subject to uncertainties, may have a material adverse effect on our business, financial condition, and results of operations.
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.
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.
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.
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.
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.
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.
If our strategies are not the proper strategies for a company we acquire or with which we partner, it could have a material adverse effect on our business, financial condition, and results of operations.
In addition, our growth and operating strategies for businesses we acquire may be different from the strategies that such target businesses currently are pursuing. If our strategies are not the proper strategies for a company we acquire or with which we partner, it could have a material adverse effect on our business, financial condition, and results of operations.
Concern over climate change may result in new or additional legislative and regulatory requirements to reduce or mitigate the effects of climate change on the environment, which could result in future tax, transportation cost, and utility increases.
Although the current US federal administration has recently taken steps to reduce federal environmental regulation, concern over climate change may continue to result in new or changing legislative and regulatory requirements to reduce or mitigate the effects of climate change on the environment, which could result in future tax, transportation cost, and utility increases.
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.
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.
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.
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.
Activist investors may attempt to effect changes in the Company’s strategic direction and how the Company is governed, or to acquire control over the Company. Some investors seek to increase short-term shareholder value by advocating corporate actions, such as financial restructuring, increased borrowing, special dividends, stock repurchases, or even sales of assets or the entire company.
Some investors seek to increase short-term shareholder value by advocating corporate actions, such as financial restructuring, increased borrowing, special dividends, stock repurchases, or even sales of assets or the entire company.
Additionally, because of its inherent limitations, ICFR may not prevent or detect material misstatements on a timely basis.
Our internal control over financial reporting (“ICFR”), because of its inherent limitations, may not prevent or detect material misstatements on a timely basis.
Changes in demographics, training requirements, and the availability of qualified personnel could negatively affect our ability to compete and lead to a reduction in our profitability. We may not foresee or be able to control certain events that could adversely affect our business or the stability of our supply chain.
Increased competition for skilled employees, changes in demographics, rising labor costs, and the need to provide competitive compensation and development opportunities could negatively affect our ability to compete and lead to a reduction in our profitability. We may not foresee or be able to control certain events that could adversely affect our business or the stability of our supply chain.
If these factors limit our ability to integrate the operations of our acquisitions or to execute other strategic transactions successfully or on a timely basis, we may not meet our expectations for future results of operations. In addition, our growth and operating strategies for businesses we acquire may be different from the strategies that such target businesses currently are pursuing.
If these factors limit our ability to integrate the operations of our acquisitions or to execute other strategic transactions or initiatives successfully or on a timely basis, we may not meet our expectations for future results of operations.
Our supply chain could be negatively affected by global shipping disruptions, trade restrictions or embargoes or similar impacts arising from geopolitical conflict, including but not limited to the ongoing conflicts between Ukraine and Russia, or Israel and Hamas. Such conditions can also contribute to a tight labor market which in turn may adversely impact our supply chain.
Our supply chain could be negatively affected by global shipping disruptions, trade restrictions or embargoes or similar impacts arising from geopolitical conflict, including but not limited to the ongoing conflicts between Ukraine and Russia, conflicts in the Middle East and increasing tensions between China and Taiwan.
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.
Our technology based solutions and services are dependent on electronic components and the ability to source these items. In 2025, the US announced the imposition of widespread tariffs, including tariffs on steel imports, which have been legally challenged and our national tariff policy is subject to volatility.
The US Foreign Corrupt Practices Act and other similar worldwide anti-corruption laws, such as the UK Bribery Act, prohibit improper payments for the purpose of obtaining or retaining business.
The US Foreign Corrupt Practices Act and other similar global anti-corruption laws, such as the UK Bribery Act and the proposed EU Anti-Corruption Directive, prohibit improper payments and other corrupt practices intended to obtain or retain business.
Compliance with such rules could be costly and burdensome, and failure to adequately comply could have an adverse impact on the Company and its reputation. Federal, state, and foreign government bodies and agencies have adopted or are considering the adoption of laws and regulations regarding the collection, use, and disclosure of personal information obtained from customers and individuals.
Federal, state, and foreign government bodies and agencies have adopted or are considering the adoption of laws and regulations regarding the collection, use, and disclosure of personal information obtained from customers and individuals.
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.
Such conditions can also contribute to a tight labor market which in turn may adversely impact our supply chain. 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.
Sustained declines or significant and frequent fluctuations in the price of oil and natural gas may have a material and adverse effect on our operations and financial condition.
Sustained declines or significant and frequent fluctuations in the price of oil and natural gas may have a material and adverse effect on our operations and financial condition. 10 Table of Contents Volatility in energy prices may also impact the Company’s plant costs, as well as overall conditions in passenger transit markets served.
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.
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.
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.
There can be no assurance that new product offerings will be widely accepted in the markets we serve. 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.
We may not have the resources or technical sophistication to anticipate or prevent current or rapidly evolving types of cyber attacks including data and security breaches, malware, ransomware, hacking, and identity theft.
We may not have the resources or technical sophistication to anticipate or prevent current or rapidly evolving types of cyber attacks including data and security breaches, malware, ransomware, hacking, and identity theft, as well as emerging threats enabled by artificial intelligence (“AI”) such as AI-generated phishing, deepfakes for social engineering, or unauthorized use of generative AI tools that could inadvertently expose sensitive data.
In 2023, the United States Securities and Exchange Commission adopted new cybersecurity rules requiring disclosure of material cybersecurity incidents and processes assessing, identifying, and managing material cybersecurity risks and the corporate governance structure designed to address such risks.
In 2023, the SEC adopted new cybersecurity rules requiring disclosure of material cybersecurity incidents and processes assessing, identifying, and managing material cybersecurity risks and the corporate governance structure designed to address such risks. Compliance with such rules could be costly and burdensome, and failure to adequately comply could have an adverse impact on the Company and its reputation.
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.
Additionally, international trade agreements, including The United States-Mexico-Canada Trade Agreement (“USMCA”), could affect our business, financial condition, and results of operations.
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.
A slow response to competitor pricing actions and new competitor entries into our product lines could negatively impact our overall pricing. 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.
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.
Any such acceleration of our indebtedness would have a material and adverse effect on our business, financial condition, and results of operations. Failure to maintain effective internal controls over financial reporting could have a material adverse effect on the Company’s financial condition and the trading price of its common stock.
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.
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.
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.
The US government has imposed tariffs on certain foreign goods, including steel and aluminum, and has indicated the possibility of additional tariffs on other goods. In response, several foreign governments have imposed retaliatory tariffs on US goods. Uncertainties surrounding tariffs, trade agreements, or any potential trade disputes could cause disruptions in our operations and increase our costs.
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.
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. Approximately 7 employees employed at this facility are currently working under a collective bargaining agreement, which is scheduled to expire in March 2030.
A pandemic-related outbreak or other disaster affecting any one of our facilities could result in production delays or otherwise interrupt our operations. US and non-domestic governmental and private pandemic mitigation measures such as stay-at-home orders can slow travel and movement of goods throughout the world, contributing to a reduction in demand for our products and services.
A pandemic-related outbreak or other disaster affecting any one of our facilities could result in production delays or otherwise interrupt our operations.
Removed
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.
Added
Business and Operational Risks 9 Table of Contents 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.
Removed
Much of our future success depends on the continued availability and service of key personnel, including our Chief Executive Officer, the executive team, and other highly skilled employees. The Company is experiencing a tight labor market which has constricted the labor pool and driven up labor costs as we compete for talent.
Added
Our Board, often through its Audit Committee, oversees cybersecurity risks as part of its broader enterprise risk management responsibilities, with input from management regarding the assessment and mitigation of such threats, including those involving rapidly evolving technologies like AI. Refer to “Item 1C - Cybersecurity” contained in this Annual Report on Form 10-K for further details of cybersecurity.
Removed
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
The former Board Observer resigned from the Board in December 2025 and the cooperation agreement expired in January 2026. 22NW is a greater than 5% owner of Company stock. Activist investors may attempt to effect changes in the Company’s strategic direction and how the Company is governed, or to acquire control over the Company.
Removed
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
Executing our strategy and being successful as a company depends on the ability to attract, develop, and retain talented personnel, including our Chief Executive Officer, the executive team, and other highly skilled employees.
Removed
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
If we are unable to protect our intellectual property and prevent its improper use by third parties, our ability to compete may be harmed.
Removed
We also determined that our disclosure controls and procedures were ineffective as of December 31, 2023 due to the material weakness in ICFR.
Added
Environmental laws and regulations are subject to frequent amendment and reinterpretation, and although the current US federal administration has taken steps to reduce environmental regulation, these regulations have in the past and may again in the future become more stringent.
Removed
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
Our costs required to comply with new or evolving environmental regulations at the federal, state, local, and foreign jurisdictions in which we operate could be material.
Removed
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.
Removed
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.
Removed
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.
Removed
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.
Removed
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.
Removed
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.
Removed
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.
Removed
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.
Removed
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.
Removed
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.
Removed
In addition, goodwill is required to be tested for impairment at least annually.
Removed
Economic conditions and regulatory changes caused by the United Kingdom’s exit from the European Union could adversely affect our business. Pursuant to a June 2016 referendum, the UK left the EU on January 31, 2020, commonly referred to as “Brexit.” The UK government and the EU operated under a transitional arrangement that expired on December 31, 2020.
Removed
The EU-UK Trade and Cooperation Agreement was agreed in principle and became provisionally operative on January 1, 2021, and formally in force on May 1, 2021, and terms of this new relationship between the UK and the EU remain subject to uncertainties.
Removed
There has been volatility in currency exchange rate fluctuations between the US dollar relative to the British pound, which could continue.
Removed
The withdrawal of the UK from the EU has also created market volatility and could continue to contribute to instability in global financial and foreign exchange markets, political institutions, and regulatory agencies as negotiations of trade deals between the UK and the EU, and also between the UK and other countries, possibly including the US, occur during the near future.
Removed
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.
Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
8 edited+0 added−0 removed11 unchanged
Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
8 edited+0 added−0 removed11 unchanged
2024 filing
2025 filing
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.
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; • strong identity and authentication controls with multifactor authentication and risky user detection; • access management and access controls with periodic reviews; • protection of certain data through encryption at rest and in transit; • application whitelisting ensuring unapproved applications cannot be run; • endpoint and network monitoring and protection software; • network segmentation to prohibit lateral motion; • sensitive data transmission detection tools; • comprehensive AI governance, training, detection, and whitelisting only approved applications evaluated by Information Technology (“IT”) Security and Compliance and Legal; • 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 Audit Committee of the Board (the “Audit Committee”), is responsible for oversight of the Company’s Enterprise Risk Management (“ERM”) program which provides oversight and governance of all of the Company’s operational and financial risks, specifically including risks from cybersecurity threats to the Company.
The Audit Committee of the Board (the “Audit Committee”), is responsible for oversight of the Company’s Enterprise Risk Management program which provides oversight and governance of all of the Company’s operational and financial risks, specifically including risks from cybersecurity threats to the Company.
The Company’s cybersecurity program is formed on a risk-based approach in accordance with industry best practices, and is calibrated with recommendations from third party risk management consultants, auditors, cybersecurity professionals, and cybersecurity insurers. Portions of our business are certified under the Cyber Essentials program.
The Company’s cybersecurity program is formed on a risk-based approach in accordance with industry best practices, and is calibrated with recommendations from third 16 Table of Contents party risk management consultants, auditors, cybersecurity professionals, and cybersecurity insurers. Portions of our business are certified under the Cyber Essentials Plus program.
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
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 Table of Contents
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.
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.
This team is overseen by the Vice President of Information Technology, who facilitates the regular cybersecurity updates to the Audit Committee.
This team is overseen by the Vice President of Information Technology, who facilitates the regular cybersecurity updates to the Audit 17 Table of Contents Committee.
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.
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. Recent areas of attention have included AI-related threats and opportunities with discussions focused on proactive risk management and emerging developments in the AI landscape.
Additionally, the Company has performed an ISO 27001 gap analysis and goals have been set forth to comply with ISO 27001 company-wide.
Additionally, the Company has performed an ISO 27001 gap analysis, with the goal to adhere to ISO 27001 standards as a guidepost for a Company-wide security posture.
Item 2. Properties
Properties — owned and leased real estate
1 edited+0 added−0 removed3 unchanged
Item 2. Properties
Properties — owned and leased real estate
1 edited+0 added−0 removed3 unchanged
2024 filing
2025 filing
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.
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 Hillsboro, TX Precast concrete facility 9 Infrastructure Owned Lake County, FL Precast concrete facility 18 Infrastructure 2029 Lebanon, TN Precast concrete facility 10 Infrastructure 2028 Loudon, TN Precast concrete facility 51 Infrastructure Owned Magnolia, TX Threading facility 34 Infrastructure Owned Nampa, ID Precast concrete facility 20 Infrastructure 2039 Niles, OH Rail fabrication, friction management products, and yard storage 35 Rail Owned Nottingham, United Kingdom Technology solutions manufacturing 4 Rail Owned Nottingham, United Kingdom Technology solutions manufacturing N/A Rail 2030 Pueblo, CO Rail joint manufacturing facility 9 Rail Owned Sheffield, United Kingdom Track component and friction management products facility N/A Rail 2030 Suwanee, GA Transit fastener assembly 1 Rail 2031 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
Item 3. Legal Proceedings
Legal Proceedings — active lawsuits and investigations
1 edited+0 added−0 removed0 unchanged
2024 filing
2025 filing
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.
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 16 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
4 edited+0 added−1 removed5 unchanged
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
4 edited+0 added−1 removed5 unchanged
2024 filing
2025 filing
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.
Biggest changeThe Company’s purchases of equity securities for the three months ended December 31, 2025 were as follows: Total number of shares purchased (a) 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, 2025 - October 31, 2025 72,156 $ 26.91 72,057 $ 30,025 November 1, 2025 - November 30, 2025 49,258 27.16 49,258 28,687 December 1, 2025 - December 31, 2025 5,983 26.95 — 28,687 Total 127,397 $ 27.02 121,315 $ 28,687 (a) During the current period, 6,082 shares were withheld by the Company to pay taxes upon vesting of stock.
The Company’s August 13, 2021 credit facility, as amended, permits it to pay dividends and distributions and to make redemptions with respect to its stock providing no event of default or potential default (as defined in the credit facility) has occurred prior to or after giving effect to the dividend, distribution, or redemption.
The Company’s credit facility, as amended, permits it to pay dividends and distributions and to make redemptions with respect to its stock providing no event of default or potential default (as defined in the credit facility) has occurred prior to or after giving effect to the dividend, distribution, or redemption.
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.
Dividends During 2025 and 2024 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 340 common shareholders of record on February 27, 2025.
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 27, 2026.
Removed
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+39 added−55 removed27 unchanged
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
56 edited+39 added−55 removed27 unchanged
2024 filing
2025 filing
Biggest changeFull 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.
Biggest changeThe Company does not expect to incur additional material exit costs associated with the AMH Exit. 21 Table of Contents Full Year Results Comparison Results of Operations Year Ended December 31, Change 2025 2024 2025 vs. 2024 Net sales $ 540,009 $ 530,765 $ 9,244 Gross profit 113,752 118,062 (4,310) Gross profit margin 21.1 % 22.2 % (110) bps Expenses: Selling and administrative expenses $ 88,556 $ 96,398 $ (7,842) Selling and administrative expenses as a percent of sales 16.4 % 18.2 % (180) bps (Gain) on sale of former joint venture facility $ — $ (3,477) $ 3,477 Amortization expense 3,311 4,628 (1,317) Operating income $ 21,885 $ 20,513 $ 1,372 Operating income margin 4.1 % 3.9 % 20 bps Interest expense - net $ 4,889 $ 4,992 $ (103) Other (income) expense - net (420) 1,076 (1,496) Income before income taxes $ 17,416 $ 14,445 $ 2,971 Income tax expense (benefit) 9,997 (28,398) 38,395 Net income $ 7,419 $ 42,843 $ (35,424) Net loss attributable to noncontrolling interest (126) (103) (23) Net income attributable to L.B.
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.
The Company's 2024 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.
Management utilizes new orders and backlog to evaluate the health of the industries in which the Company operates, the Company’s current and future results of operations and financial prospects, and strategies for business development.
Management utilizes new orders, net and backlog to evaluate the health of the industries in which the Company operates, the Company’s current and future results of operations and financial prospects, and strategies for business development.
The Company believes that new orders and backlog are useful to investors as supplemental metrics by which to measure the Company’s current performance and prospective results of operations and financial performance.
The Company believes that new orders, net and backlog are useful to investors as supplemental metrics by which to measure the Company’s current performance and prospective results of operations and financial performance.
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.
The Company believes that its reserves for credit losses are appropriate as of December 31, 2025, 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 following critical accounting estimates, which are reviewed by the Company’s Audit Committee of the Board of Directors, are those management believes are the most critical to understand and evaluate our financial condition and results and require subjective or complex judgements. Actual results could differ from those estimates.
The following critical accounting estimates, which are reviewed by the Company’s Audit Committee of the Board of Directors, are those management believes are the most critical to understand and evaluate our financial condition and results and require subjective or complex judgments. Actual results could differ from those estimates.
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.
These 28 Table of Contents 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.
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.
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.
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.
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 discounted cash flow method to determine the fair values of the reporting units.
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.
To reduce the impact of interest rate changes on outstanding variable-rate debt, the Company 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 the agreements effectively converted a portion of the debt from variable to fixed-rate borrowings during the term of the swap contract.
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.
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 funding capacity to the non-GAAP financial measures are presented in this Item 7.
The Company defines new orders as a contractual agreement between the Company and a third-party in which the Company will, or has the ability to, satisfy the performance obligations of the promised products or services under the terms of the agreement.
The Company defines new orders, net as a contractual agreement between the Company and a third-party in which the Company will, or has the ability to, satisfy the performance obligations of the promised products or services under the terms of the agreement net of order cancellations incurred during the period.
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.
Backlog increased $3,429 due to increases in the Rail segment. 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.
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 future operating cash flows and market participant assumptions.
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.
Backlog Although backlog is not necessarily indicative of future operating results, the following table provides the backlog by business segment: December 31, 2025 2024 Rail, Technologies, and Services $ 96,980 $ 62,449 Infrastructure Solutions 92,358 123,460 Consolidated Total $ 189,338 $ 185,909 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.
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.
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.
In addition to local country tax laws and regulations, this rate depends on the extent earnings are indefinitely reinvested outside of the US. Indefinite reinvestment is determined by management’s judgment about and intentions concerning the future operations of the Company. There have been no material changes in the underlying assumptions and estimates used in these calculations in the relevant period.
In addition to local country tax laws and regulations, this rate depends on the extent earnings are indefinitely reinvested outside of the US. Indefinite reinvestment is determined by management’s judgment about and intentions concerning the future operations of the Company.
In 2024, the Company sold the facility and land of its former joint venture in Magnolia, Texas and fixed assets associated with the Bridge Exit generating cash inflow of $3,895. In 2023, the Company received cash proceeds of $7,706 primarily from the sale of its Ties and Chemtec businesses.
In 2024, the Company sold the facility and land of its former joint venture in Magnolia, Texas and fixed assets associated with the Bridge Exit generating cash inflow of $3,895.
The Company is organized and operates in two reporting segments: Rail, Technologies, and Services (“Rail”) and Infrastructure Solutions (“Infrastructure”). Our financial statements presented herein are prepared using accounting principles generally accepted in the United States of America (“US GAAP”).
The Company’s innovative engineering and product development solutions address the safety, reliability, and performance needs of its customers' most challenging requirements. The Company is organized and operates in two reporting segments: Rail, Technologies, and Services (“Rail”) and Infrastructure Solutions (“Infrastructure”). Our financial statements presented herein are prepared using accounting principles generally accepted in the United States of America (“US GAAP”).
The Company defines backlog as contractual commitments to customers for which the Company’s performance obligations have not been met, including with respect to new orders and contracts for which the Company has not begun any performance.
The Company defines backlog as contractual commitments to customers for which the Company’s performance obligations have not been met, including with respect to new orders and contracts for which the Company has not begun any performance. Backlog may not be indicative of future operating results as orders may be cancelled or modified by the customer.
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.
The change in cash and cash equivalents for the years ended December 31, 2025 and 2024 was as follows: Year Ended December 31, 2025 2024 Net cash provided by operating activities $ 35,619 $ 22,632 Net cash used in investing activities (10,373) (6,312) Net cash used in financing activities (23,539) (16,231) Effect of exchange rate changes on cash and cash equivalents 187 (195) Net increase (decrease) in cash and cash equivalents $ 1,894 $ (106) Cash Flows from Operating Activities During the year ended December 31, 2025, net cash provided by operating activities was $35,619, compared to $22,632 during the prior year.
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.
The Company’s ability to realize these tax benefits may affect the Company’s reported income tax expense and net income. 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.
During 2024, cash flow provided by operating activities consisted of net income and non-cash items amounting to $27,195 and changes in certain assets and liabilities netting to a cash outflow of $4,563.
During 2025, cash flow provided by operating activities consisted of net income and non-cash items amounting to $34,678 and changes in certain assets and liabilities netting to a cash inflow of $941.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Dollars in thousands, except share data unless otherwise noted) Our Business L.B. Foster Company is innovating to solve global infrastructure challenges.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Dollars in thousands, except share data unless otherwise noted) Our Business L.B. Foster Company is a global technology solutions provider of products and services for the rail and infrastructure markets.
The Company’s performance obligations under long-term agreements with its customers are generally satisfied over time.
The Company derives revenue from products and services provided under long-term agreements with its customers. The Company’s performance obligations under long-term agreements with its customers are generally satisfied over time.
As of December 31, 2024 the UPRR Settlement Agreement has been fully paid. The Company’s total debt, including finance leases, was $46,940 and $55,273 as of December 31, 2024 and December 31, 2023, respectively, and was primarily comprised of borrowings under its revolving credit facility.
The Company’s total debt, including finance leases, was $42,756 and $46,940 as of December 31, 2025 and December 31, 2024, respectively, and was primarily comprised of borrowings under its revolving credit facility.
Corporate Year Ended December 31, Change Percent Change 2024 2023 2024 vs. 2023 2024 vs. 2023 (Gain) on sale of former joint venture facility $ (3,477) $ — $ (3,477) ** Public company costs 5,755 4,814 941 19.5 % Corporate executive management costs 5,726 3,807 1,919 50.4 Corporate management stock-based compensation 2,065 2,816 (751) (26.7) Other 705 384 321 83.6 Unallocated corporate expense - net $ 10,774 $ 11,821 $ (1,047) (8.9) % **Results of this calculation not meaningful.
Corporate Year Ended December 31, Change Percent Change 2025 2024 2025 vs. 2024 2025 vs. 2024 (Gain) on sale of former joint venture facility $ — $ (3,477) $ 3,477 ** Public company costs 4,395 5,755 (1,360) (23.6) % Corporate executive management costs 2,130 5,726 (3,596) (62.8) Corporate management stock-based compensation 2,864 2,065 799 38.7 Other 105 705 (600) (85.1) Unallocated corporate expense - net $ 9,494 $ 10,774 $ (1,280) (11.9) % **Results of this calculation not meaningful.
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 following table reflects available funding capacity as of December 31, 2025: December 31, 2025 Cash and cash equivalents $ 4,348 Credit agreement: Total availability under the credit agreement $ 150,000 Outstanding borrowings on revolving credit facility (42,194) Letters of credit outstanding (876) Net availability under the revolving credit facility 106,930 Total available funding capacity $ 111,278 As of December 31, 2025, the Company was in compliance with all covenants of the Credit Agreement and has $111,278 available funding capacity, subject to covenant restrictions.
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 Company views its short and long-term liquidity as being dependent on its results of operations, changes in working capital needs, and its borrowing capacity.
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”).
Other (income) expense - net was favorable by $1,496 compared to the prior year. Other expense - net 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.
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 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.
On August 13, 2021, the Company, its domestic subsidiaries, and certain of its Canadian and United Kingdom subsidiaries (collectively, the “Borrowers”), entered into the Fourth Amended and Restated Credit Agreement (the “Credit Agreement”) with PNC Bank, N.A., Citizens Bank, N.A., Wells Fargo Bank, National Association, Bank of America, N.A., and BMO Harris Bank, National Association.
On June 27, 2025, the Company, its domestic subsidiaries, and certain of its Canadian and United Kingdom subsidiaries (collectively, the “Borrowers”), entered into the Fifth Amended and Restated Credit Agreement (the “Credit Agreement”) with PNC Bank, N.A., Bank of America, N.A., Citizens Bank, N.A., and Wells Fargo Bank N.A. as Co-Syndication Agents, and Dollar Bank, Federal Savings Bank as a participant.
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.
Since the program's inception and continuing through February 2025, the Company repurchased a total of 547,679 shares of its stock for $12,241 under the program. On March 3, 2025, the Company's Board of Directors approved a new authorization to repurchase up to $40,000 of the Company's common stock in open market transactions and/or 10b5-1 trading plans through February 29, 2028.
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.
For the years ended December 31, 2025 and 2024, the product line had $1,637 and $3,700 in sales, respectively. The decision to exit the bridge grid deck product line was a result of a weak bridge grid deck market condition and outlook due to customer adoption of newer technologies replacing the grid deck solution.
The 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.
Product Line Exits 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 completed all customer obligations as of December 31, 2025.
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”).
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.
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.
Results of Operations — Segment Analysis Rail, Technologies, and Services Year Ended December 31, Change Percent Change 2025 2024 2025 vs. 2024 2025 vs. 2024 Net sales $ 305,726 $ 326,869 $ (21,143) (6.5) % Gross profit $ 62,330 $ 72,469 $ (10,139) (14.0) Gross profit margin 20.4 % 22.2 % (180) bps (8.1) Segment operating income $ 15,592 $ 21,912 $ (6,320) (28.8) Segment operating income margin 5.1 % 6.7 % (160) bps (23.9) Rail net sales for the year ended December 31, 2025 decreased $21,143, or 6.5%, from the prior year.
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.
For a discussion of the terms and availability of the credit facilities, refer to Part II, Item 8, Financial Statements and 26 Table of Contents Supplementary Data, Note 9 to the Consolidated Financial Statements contained in this Annual Report on Form 10-K, which is incorporated by reference into this Item 7.
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.
Foster Company $ 7,545 $ 42,946 $ (35,401) Diluted earnings per common share $ 0.69 $ 3.89 $ (3.20) Fiscal 2025 Compared to Fiscal 2024 — Company Analysis Net sales for the year ended December 31, 2025 increased $9,244, or 1.7%, over the prior year.
Restructuring In August 2024, the Company announced an enterprise restructuring program aligned with its strategy to reduce costs and enable investment in its growth platforms. The restructuring action has been completed as of December 31, 2024, and is expected to provide run-rate pre-tax savings of approximately $4,500, of which approximately $2,000 was recognized in 2024.
In August 2024, the Company announced an enterprise restructuring program aligned with its strategy to reduce costs and enable investment in its growth platforms. The restructuring action has been completed as of December 31, 2024. For the year ended December 31, 2024, the Company incurred $1,456 of restructuring expense, related primarily to severance costs.
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.
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. Amortization expense for the year ended December 31, 2025 decreased $1,317, or 28.5%, from the prior year due to acquired intangible assets becoming fully amortized during the year.
Infrastructure Solutions Year Ended December 31, Change Percent Change 2024 2023 2024 vs. 2023 2024 vs. 2023 Net sales $ 203,896 $ 231,584 $ (27,688) (12.0) % Gross profit $ 45,593 $ 47,011 $ (1,418) (3.0) Gross profit margin 22.4 % 20.3 % 210 bps 10.2 Segment operating income $ 9,375 $ 8,622 $ 753 8.7 Segment operating income margin 4.6 % 3.7 % 90 bps 23.5 24 T able of Contents The Infrastructure segment sales decreased by $27,688, or 12.0%, from the prior year.
Infrastructure Solutions 23 Table of Contents Year Ended December 31, Change Percent Change 2025 2024 2025 vs. 2024 2025 vs. 2024 Net sales $ 234,283 $ 203,896 $ 30,387 14.9 % Gross profit $ 51,422 $ 45,593 $ 5,829 12.8 Gross profit margin 21.9 % 22.4 % (50) bps (2.2) Segment operating income $ 15,787 $ 9,375 $ 6,412 68.4 Segment operating income margin 6.7 % 4.6 % 210 bps 45.7 Infrastructure net sales for the year ended December 31, 2025 increased $30,387, or 14.9%, over the prior year.
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.
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 $150,000, of which $106,930 was available for borrowing as of December 31, 2025, subject to covenant restrictions.
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.
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 Consolidated EBITDA (as defined in the Credit Agreement), funding capacity, new orders, net, and backlog.
The Credit Agreement, as amended, modifies the prior amended revolving credit facility, on terms more favorable to the Company and extends the maturity from April 30, 2024 to August 13, 2026.
The Credit Agreement, as amended, modifies the prior amended revolving credit facility, which had a maximum credit line of $130,000 and extends the maturity date from August 13, 2026 to June 27, 2030.
The Credit Agreement provides for a five-year, revolving credit facility that permits aggregate borrowings of the Borrowers up to $130,000 with a sublimit of the equivalent of $25,000 US dollars that is available to the Canadian and United Kingdom borrowers in the aggregate.
The Credit Agreement provides for a five-year, revolving credit facility that permits aggregate borrowings of the Borrowers up to $150,000 with sublimits for (a) the issuance of letters of credit in dollars and in alternative currencies in an amount not to exceed the dollar equivalent of $30,000, and (b) borrowings of swing loans in dollars in an amount not to exceed $20,000; and with an incremental loan feature not to exceed $60,000.
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.
Net income attributable to the Company for the year ended December 31, 2025 was unfavorable by $35,401 from the prior year period.
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.
The Company completed all remaining customer obligations in 2025. This product line had net sales of $1,843 and $5,230 for the years ended December 31, 2025 and 2024, respectively.
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.
Cash Flows from Financing Activities During the year ended December 31, 2025, the Company had a decrease in outstanding debt of $5,540 compared to a $7,994 decrease during the year ended December 31, 2024.
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.
Capital expenditures in both periods primarily relate to general plant and operational improvements throughout the Company, as well as organic growth initiatives, including investments in our new Precast Concrete facility in Lake County, Florida.
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.
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. During the first quarter of 2025, the Company repurchased 113,169 shares for $3,123 under this program through February 2025.
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.
The Company’s principal uses of cash in recent years have been to fund its operations, including capital expenditures, repurchase of shares, acquisitions, funding the now complete UPRR Settlement Agreement, and service indebtedness as discussed further under Part II, Item 8, Financial Statements and Supplementary Data, Note 16 to the Condensed Consolidated Financial Statements.
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.
The decrease was driven by the decline in gross profit, partially offset by decreases in selling and administrative expenses of $2,600 due to lower personnel costs and amortization expense of $1,219. For the year ended December 31, 2025, Rail had new orders, net of $338,039, an increase of $29,645 over the prior year.
For the year ended December 31, 2024, new orders within the Infrastructure segment had a decrease of 13.6%, from the prior year. The decrease was driven by the Steel Products business unit due to market challenges as well as a $4,489 impact associated with the divestiture of Chemtec.
For the year ended December 31, 2025, Infrastructure had new orders, net of $202,880, an increase of $4,736 from the prior year. The increase was due to the Precast Concrete Products business unit which increased 12.9% over the prior year.
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.
In 2024, cash flow provided by operating activities 25 Table of Contents consisted of net income and non-cash items amounting to $27,195 and changes in certain assets and liabilities netting to a cash outflow of $4,563. Cash Flows from Investing Activities During the year ended December 31, 2025, the Company had capital expenditures of $10,424, a $633 increase over 2024.
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.
Foster Company Merged Retirement Plan in the US. 22 Table of Contents The Company’s effective income tax rate for 2025 was 57.4%, compared to (196.6)% in the prior year period.
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Our technology innovations enable safety, improve information flow, keep things moving, monitor conditions, and enhance environments, improving the lives of people who rely on us to keep our world moving. We enjoy a market-leading reputation for high-quality, high-performance engineering solutions in rail and infrastructure.
Added
The explanation at the end of the MD&A provides the definition of these non-GAAP financial measures. A reconciliation of funding capacity to its most directly comparable respective US GAAP financial measure is presented in the “Liquidity and Capital Resources” section below.
Removed
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.
Added
During the year ended December 31, 2025, the Company announced the discontinuation of its Automation and Materials Handling product line (the “AMH Exit”) which was reported in the Technology Services and Solutions business unit within the Rail segment. The decision to exit this product line was due to the Company's initiatives to scale back businesses in the United Kingdom.
Removed
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.
Added
The Company has incurred a total of $1,351 in exit costs associated with the AMH Exit, which included $615 in inventory write-offs, $40 in fixed asset write-offs, $507 in personnel expenses, and $189 in other exit costs.
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Year 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.
Added
Exit costs of $1,085 were recorded in “Cost of goods sold” and $266 were recorded in “Selling and administrative expenses” within our Rail segment.
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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.
Added
Infrastructure net sales improved $30,387, or 14.9%, over the prior year due to volume increases in both business units. Rail net sales declined $21,143, or 6.5% from the prior year due to softer demand for Rail Products in early 2025, as well as right-sizing activities and overall commercial weakness in the UK Rail business.
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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.
Added
Gross profit for the year ended December 31, 2025 declined $4,310, or 3.7%, from the prior year, and gross profit margins declined 110 basis points to 21.1%. The decline in gross profit was driven by Rail which declined $10,139 primarily due to lower sales volumes and weakness in the UK Rail business coupled with lower volumes for Rail Products.
Removed
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.
Added
Rail gross profit was also impacted in 2025 by $1,085 of AMH Exit costs and $953 of costs associated with restructuring actions taken in the fourth quarter related to the UK businesses.
Removed
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.
Added
Infrastructure gross profit improved $5,829 due to improved volumes in both business units and favorable business mix in Steel Products, partially offset by increased manufacturing costs in the Precast Concrete business including $2,246 in start up costs associated with our new precast facility in Florida. The prior year gross profit included a $815 gain realized on a facility sale.
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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.
Added
Selling and administrative expenses for the year ended December 31, 2025 decreased $7,842, or 8.1%, from the prior year. The decrease was primarily attributed to declines of $3,037 in personnel costs, $988 in travel and entertainment costs, $1,053 in insurance costs, $1,834 in professional services costs, and $1,173 in legal costs.
Removed
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.
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These declines were offset in part by an increase of $243 in restructuring charges. Selling and administrative expenses as a percentage of net sales declined 180 basis points to 16.4% in 2025.
Removed
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.
Added
The Company's 2025 effective income tax rate differed from the federal statutory rate of 21% primarily due to the impact of pre-tax losses in the United Kingdom, for which no income tax benefit was recognized due to a valuation allowance.
Removed
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.
Added
The change in net income attributable to the Company was due primarily to a $31,937 favorable tax valuation allowance adjustment in 2024 and a higher effective tax rate in 2025 largely driven by the impact of pre-tax losses in the United Kingdom, for which no income tax benefit was recognized due to a valuation allowance, partially offset by improved operating income for the year ended December 31, 2025.
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