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FOSTER L B CO

For the period ended Jun 30, 2025. Filed Aug 11, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 11, 2025

FSTR$39.75+1.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-06.

0000352825-25-000061

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-11.

0000352825-25-000116

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 61 previous paragraphs and 83 current paragraphs.

28 unchanged; 29 reworded; 22 added; 4 removed; 0 previous and 4 current paragraphs rearranged.

Tables are not compared: 7 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (22)

Current report

During the second quarter of 2025, the Company announced the discontinuation of its Automation and Materials Handling product line (“AMH Exit”) which was reported in the Technology Services and Solutions business unit within the Rail segment. AMH had net sales of $813 and $1,100 for the three months ended June 30, 2025 and 2024, respectively, and $1,220 and $3,324 for the six months ended June 30, 2025 and 2024, respectively. The Company expects to complete any remaining customer obligations by the end of 2025. The Company has incurred a total of $1,351 in exit costs associated with the AMH Exit, which included $655 in inventory and fixed asset write-downs, $507 in personnel expenses, and $189 in other exit costs. Exit costs of $1,085 were recorded in “Cost of goods sold” and $266 were recorded in “Selling and administrative expenses” within our Rail segment.

Current report

Net sales for the three months ended June 30, 2025 increased $2,762, or 2.0%, over the prior year quarter. The increase was driven by strong sales growth in the Infrastructure segment, which improved $12,383, or 22.4%, over the prior year quarter. Partially offsetting these improvements were sales volumes declines in the Rail segment which declined $9,621, or 11.2%, from the prior year quarter.

Current report

Gross profit for the three months ended June 30, 2025 increased $387, or 1.3%, from the prior year quarter. The improvement in gross profit was due to higher sales volume partially offset by $1,085 of costs related to the AMH Exit. Gross profit margins declined 20 basis points to 21.5% due to the absence of the $815 gain realized on the sale of an ancillary property in the prior year quarter coupled with the AMH Exit costs incurred in the current year.

Current report

Net income attributable to the Company for the three months ended June 30, 2025 was $2,885, or $0.27 per diluted share, compared to net income in the prior year quarter of $2,847, or $0.26 per diluted share. Net income for the three months ended June 30, 2025 was driven by lower selling and administrative expenses offset by higher income tax expense.

Current report

Rail segment net sales for the three months ended June 30, 2025 decreased $9,621, or 11.2%, from the prior year quarter. The decline was primarily driven by $8,753, or 15.5%, in lower volumes in the Rail Products business, coupled with lower volumes in our Technology Services and Solutions business which declined $3,861, or 32.6%, due to scaling back initiatives in our UK business and softness in the UK market. Partially offsetting these declines was an increase of $2,993, or 17.2%, in Global Friction Management sales.

Current report

Rail segment gross profit for the three months ended June 30, 2025 decreased $2,743, or 15.3%, from the prior year quarter, and gross profit margins declined by 100 basis points to 19.9%. The decline in gross profit was due to lower sales volumes and $1,085 of costs associated with the AMH Exit.

Current report

Rail segment operating income for the three months ended June 30, 2025 decreased $1,754 from the prior year quarter due primarily to lower gross profit partially offset by a decline in selling and administrative expenses. During the three months ended June 30, 2025, AMH Exit costs reduced operating income by $1,351.

Current report

For the three months ended June 30, 2025, the Rail segment had new orders of $114,345, a decrease of $2,651, driven primarily by Technology Services and Solutions as the Company scales back initiatives in our UK business and due to the timing of Global Friction Management orders. Partially offsetting these declines was a 3.1% increase in Rail Products orders. Backlog as of June 30, 2025, was $130,709, a $15,915, or 13.9%, increase over the prior year. The increase in backlog was due to Rail Products and Global Friction Management, partially offset by a decrease in Technology Services and Solutions.

Current report

Infrastructure segment net sales for the three months ended June 30, 2025, increased $12,383 or 22.4%, over the prior year quarter. Sales increased due to strong growth in Precast Concrete Products, which increased $12,224, or 36.0%, over the prior year quarter. The Steel Products business unit net sales increased $159, or 0.7%, due to sales volume growth in the Protective Coatings business which was partially offset by declines in the bridge forms product line and the exit of the bridge grid deck product line.

Current report

Infrastructure segment gross profit for the three months ended June 30, 2025 increased $3,130, or 24.8%, and gross profit margins expanded 40 basis points to 23.3%, compared to 22.9% over the prior year quarter, primarily driven by higher sales volumes in Precast Concrete Products and Protective Coatings businesses over the prior year quarter. Gross profit for the second quarter of 2024 includes a $815 gain realized on the sale of an ancillary property, which was not included in the second quarter of 2025.

Current report

Unallocated corporate expense - net for the three months ended June 30, 2025 was $2,835 compared to $4,552 for the three months ended June 30, 2024. Corporate executive management costs decreased from the prior year quarter primarily due to a decrease of $751 in corporate legal costs associated with a resolved legal matter and a decrease in professional service expenditures of $473.

Current report

Selling and administrative expenses for the six months ended June 30, 2025 decreased $4,354, or 9.1%, from the prior year period, due primarily to a decrease of $1,777 in personnel costs, $751 in legal fees, $783 in professional services expenditures, and reduced travel and insurance costs. Partially offsetting this decline were $266 of costs associated with the AMH Exit. Selling and administrative expenses as a percentage of net sales was unchanged compared to the prior year period at 18.0%.

Current report

For the six months ended June 30, 2025, new orders were $197,597, a decrease of $3,140 from the prior year period. The decrease was due to declines in the Technology Services and Solutions business unit of 27.6% as the Company scales back initiatives in the United Kingdom. Partially offsetting these declines was a 7.3% increase in new orders in our Global Friction Management business unit while Rail Product orders were flat compared to the prior year.
Removed paragraphs (4)

Previous report

New orders of $83,252 for the three months ended March 31, 2025 decreased 0.6% from the prior year quarter due to order level declines in the Rail Products and Technology Services and Solutions business units, declining by 5.2% and 30.6%, respectively. Partially offsetting these declines was a 28.3% increase in new orders in our Global Friction Management business unit. Segment backlog of $91,724 as of March 31, 2025 increased 6.6% over the prior year quarter. The increase is attributed to a 22.1% increase in the Rail Products business and a 71.4% increase in the Global Friction Management business, partially offset by a decline of 47.5% in our Technology Services and Solutions business as we scale back initiatives in the United Kingdom.
Reworded paragraphs (29)

Previous wording

This Quarterly Report on Form 10-Q contains “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Many of the forward-looking statements provide management's current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Sentences containing words such as “believe,” “intend,” “plan,” “may,” “expect,” “should,” “could,” “anticipate,” “estimate,” “predict,” “project,” or their negatives, or other similar expressions of a future or forward-looking nature generally should be considered forward-looking statements. Forward-looking statements in this Quarterly Report on form 10-Q are based on management's current expectations and assumptions about future events that involve inherent risks and uncertainties and may concern, among other things, the Company’s expectations relating to our strategy, goals, projections, and plans regarding our financial position, liquidity, capital resources, and results of operations and decisions regarding our strategic growth initiatives, market position, and product development. While the Company considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory, and other risks and uncertainties, most of which are difficult to predict and many of which are beyond the Company’s control. The Company cautions readers that various factors could cause the actual results of the Company to differ materially from those indicated by forward-looking statements. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Among the factors that could cause the actual results to differ materially from those indicated in the forward-looking statements are risks and uncertainties related to: a continuation or worsening of the adverse economic conditions in the markets we serve, including recession, the continued volatility in the prices for oil and gas, tariffs or trade wars, inflation, project delays, and budget shortfalls, or otherwise; volatility in the global capital markets, including interest rate fluctuations, which could adversely affect our ability to access the capital markets on terms that are favorable to us; restrictions on our ability to draw on our credit agreement, including as a result of any future inability to comply with restrictive covenants contained therein; a decrease in freight or transit rail traffic; environmental matters and the impact of environmental regulations, including any costs associated with any remediation and monitoring of such matters; the risk of doing business in international markets, including compliance with anti-corruption and bribery laws, foreign currency fluctuations and inflation, global shipping disruptions, the imposition of increase…

Excerpt shortened here; the source contains the full paragraph.

Current wording

This Quarterly Report on Form 10-Q contains “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Many of the forward-looking statements provide management's current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Sentences containing words such as “believe,” “intend,” “plan,” “may,” “expect,” “should,” “could,” “anticipate,” “estimate,” “predict,” “project,” or their negatives, or other similar expressions of a future or forward-looking nature generally should be considered forward-looking statements. Forward-looking statements in this Quarterly Report on Form 10-Q are based on management's current expectations and assumptions about future events that involve inherent risks and uncertainties and may concern, among other things, the Company’s expectations relating to our strategy, goals, projections, and plans regarding our financial position, liquidity, capital resources, and results of operations and decisions regarding our strategic growth initiatives, market position, and product development. While the Company considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory, and other risks and uncertainties, most of which are difficult to predict and many of which are beyond the Company’s control. The Company cautions readers that various factors could cause the actual results of the Company to differ materially from those indicated by forward-looking statements. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Among the factors that could cause the actual results to differ materially from those indicated in the forward-looking statements are risks and uncertainties related to: a continuation or worsening of the adverse economic conditions in the markets we serve, including recession, the continued volatility in the prices for oil and gas, tariffs or trade wars, inflation, project delays, and budget shortfalls, or otherwise; volatility in the global capital markets, including interest rate fluctuations, which could adversely affect our ability to access the capital markets on terms that are favorable to us; restrictions on our ability to draw on our credit agreement, including as a result of any future inability to comply with restrictive covenants contained therein; a decrease in freight or transit rail traffic; environmental matters and the impact of environmental regulations, including any costs associated with any remediation and monitoring of such matters; the risk of doing business in international markets, including compliance with anti-corruption and bribery laws, foreign currency fluctuations and inflation, global shipping disruptions, the imposition of increase…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

On August 30, 2023, the Company announced the discontinuation of its Bridge Products grid deck product line (“Bridge Exit”) which was reported in the Steel Products business unit within Infrastructure. The Bedford, PA based operations supporting the product line expects to complete any remaining customer obligations in 2025. For the three months ended March 31, 2025 and 2024, the product line had $501 and $810 in sales, respectively.

Current wording

On August 30, 2023, the Company announced the discontinuation of its Bridge Products grid deck product line (“Bridge Exit”) which was reported in the Steel Products business unit within Infrastructure. The Bedford, PA based operations supporting the product line expects to complete any remaining customer obligations in 2025. The product line had net sales of $498 and $1,157 for the three months ended June 30, 2025 and 2024, respectively, and $999 and $1,967 for the six months ended June 30, 2025 and 2024, respectively.

Previous wording

Selling and administrative expenses for the three months ended March 31, 2025 decreased by $1,918, or 8.4%, from the prior year quarter, due primarily to decreased personnel costs and professional services expenditures. Selling and administrative expenses as a percent of net sales increased to 21.4% from 18.4% in the prior year quarter due to lower sales volumes.

Current wording

Selling and administrative expenses for the three months ended June 30, 2025 decreased $2,436, or 9.8%, from the prior year quarter, due primarily to lower personnel costs and professional services expenditures which decreased $941 and $473, respectively. Selling and administrative expenses for the 2025 second quarter includes $266 in AMH Exit costs and the prior year quarter includes $751 in legal costs associated with a resolved legal matter. Selling and administrative expenses as a percentage of net sales decreased to 15.6% in the current quarter compared to the prior year quarter.

Previous wording

The Company’s effective income tax rate for the three months ended March 31, 2025 was 23.0%, compared to 6.2% in the prior year quarter. The Company's effective income tax rate for the three months ended March 31, 2025 differed from the statutory rate of 21% primarily due to state income taxes, nondeductible expenses and the discrete impact of excess tax benefits related to share-based compensation, offset by the impact of pre-tax losses in foreign jurisdictions with full valuation allowances for which no income tax benefit was recognized.

Current wording

The Company’s effective income tax rate for the three months ended June 30, 2025 was 54.8%, compared to 10.9% in the prior year quarter. The Company's effective income tax rate for the three months ended June 30, 2025 differed from the 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.

Previous wording

For the three months ended March 31, 2025, the Infrastructure segment had new orders of $65,812, an increase of 35.3%, over the prior year quarter. The increase is due to our Precast Concrete Products business unit which increased by 20.0% over the prior year quarter, and our Steel Products business unit which increased by 71.8% over the prior year quarter due to new order strength in our Protective Coatings business. Backlog as of March 31, 2025, was $145,491, a 6.8% increase over the prior year quarter, driven by both business units.

Current wording

For the three months ended June 30, 2025, Infrastructure had new orders of $61,411, an increase of $7,414, over the prior year quarter. The increase in new orders is due to our Precast Concrete Products business unit which increased 26.7% over the prior year quarter, which was partially offset by the Steel Products business unit which decreased 16.7% from the prior year quarter. Backlog as of June 30, 2025, was $139,220, an increase of $4,209, or 3.1% over the prior year quarter, driven by both business units.

Previous wording

Net sales for the three months ended March 31, 2025 decreased $26,528, or 21.3%, from the prior year quarter. The decrease in sales was driven by $28,608, or 34.6%, in the Rail segment, partially offset by a $2,080, or 5.0% increase in the Infrastructure segment.

Current wording

Net sales for the six months ended June 30, 2025 decreased $23,766, or 9.0%, from the prior year period. The decrease in net sales was driven by a decrease of $38,229, or 22.7%, in the Rail segment, partially offset by a $14,463, or 14.9%, increase in the Infrastructure segment.

Previous wording

Gross profit for the three months ended March 31, 2025 decreased $6,025, or 23.0%, from the prior year quarter and gross profit margins decreased 50 basis points to 20.6%. The decline in gross profit and gross profit margin is due to lower sales volumes associated with the Rail segment, which has historically been the more profitable segment.

Current wording

Gross profit for the six months ended June 30, 2025 decreased $5,638, or 9.9%, from the prior year period and gross profit margins declined 20 basis points to 21.2%. The decline in gross profit and gross profit margin is due to lower sales volumes associated with the Rail segment, AMH Exit restructuring costs of $1,085 and the $815 gain on the sale of ancillary property realized in the prior year period.

Previous wording

Net interest expense increased $18 for the three months ended March 31, 2025 compared to the prior year quarter. The Company's outstanding debt balance was $82,498 as of March 31, 2025, compared to $78,085 as of March 31, 2024.

Current wording

Net interest expense increased $15 for the six months ended June 30, 2025 compared to the prior year period. The Company's outstanding debt balance was $81,628 as of June 30, 2025, compared to $87,173 as of June 30, 2024.

Previous wording

Net loss attributable to the Company for the three months ended March 31, 2025 was $2,110, or $0.20 per diluted share, compared to net income in the prior year quarter of $4,436, or $0.40 per diluted share. Net loss for the three months ended March 31, 2025 was primarily driven by decreased sales volumes and lower gross profit, offset in part by a decrease in selling and administrative expenses. Net income for the three months ended March 31, 2024 included the $3,477 gain on the sale of the former joint venture facility in Magnolia, Texas.

Current wording

Net income attributable to the Company for the six months ended June 30, 2025 was $775, or $0.07 per diluted share, compared to net income in the prior year period of $7,283, or $0.66 per diluted share. The lower net income for the six months ended June 30, 2025 was primarily driven by a decrease in gross profit and an increase in income tax expense offset in part by a decrease in selling and administrative expenses. Also, net income for the six months ended June 30, 2024 included the $3,477 gain on the sale of the former joint venture facility in Magnolia, Texas.

Previous wording

Rail segment net sales for the three months ended March 31, 2025 decreased $28,608, or 34.6%, from the prior year quarter. The decrease was primarily due to the decline in the Rail Products business unit which declined by $23,719, or 44.7%, due to the timing of large orders in the Rail Distribution product line and an exceptionally strong prior year. Technology Services and Solutions sales decreased by $6,430 due to the Company scaling back initiatives in the United Kingdom and softness in the domestic markets served. The Global Friction Management business unit sales improved $1,541, or 11.0%, due to improved demand in domestic markets served.

Current wording

Rail segment net sales for the six months ended June 30, 2025 decreased $38,229, or 22.7 %, from the prior year period. The decrease was primarily due to the decline in the Rail Products business unit which declined $32,472, or 29.7%, due to the timing of large orders in the Rail Distribution product line and an exceptionally strong prior year period. Technology Services and Solutions' net sales decreased $10,292, or 37.6%, due to the Company scaling back initiatives in the United Kingdom and softness in the domestic markets served. The Global Friction Management business unit's net sales improved $4,535, or 14.4%, due to improved demand in domestic markets served.

Previous wording

The Rail segment's gross profit decreased by $6,542, or 35.2%, from the prior year quarter, and gross profit margins declined 20 basis points to 22.3%. The Rail Products and Technology Services and Solutions business units gross profit declined by $4,231 and $3,241, respectively, due to lower volumes and slightly unfavorable business mix. Partially offsetting these declines was an improvement in the Global Friction Management gross profit of $930, due to higher volumes.

Current wording

Rail segment gross profit for the six months ended June 30, 2025 decreased $9,285, or 25.5%, from the prior year period, and gross profit margins declined 80 basis points to 20.9%. The Rail Products and Technology Services and Solutions business units' gross profit declined $6,029 and $6,041, respectively, due to lower volumes. The Technology Services and Solutions business unit gross profit decline was due in part to $1,085 of restructuring costs associated with the AMH Exit. Partially offsetting these declines was an improvement in the Global Friction Management gross profit of $2,785, due to higher volumes.

Previous wording

Segment operating income decreased by $6,634 from the prior year quarter. The decrease was driven by a decline in gross profit associated with lower sales volumes.

Current wording

Rail segment operating income for the six months ended June 30, 2025 decreased $8,388 from the prior year period. The decrease was driven by a decline in gross profit associated with lower sales volumes and $266 of costs associated with AMH Exit, partially offset by lower selling and administrative expenses.

Previous wording

The Infrastructure segment net sales for the three months ended March 31, 2025 increased by $2,080, or 5.0%, over the prior year quarter. The increase in net sales was attributable to the Precast Concrete Products business unit which increased $7,113, or 33.7%, which was partially offset by a $5,033, or 24.4%, decline in the Steel Products business unit due to timing of orders in the Protective Coatings businesses.

Current wording

Infrastructure segment net sales for the six months ended June 30, 2025 increased $14,463, or 14.9%, over the prior year period. The increase in net sales was attributable to the Precast Concrete Products business unit which increased $19,337, or 35.1%, over the prior year period which was partially offset by the Steel Products business unit which decrease $4,874, or 11.6%, from the prior year period due to declines in the bridge forms product line and the exit of the bridge grid deck product line.

Previous wording

The Infrastructure segment's gross profit for the three months ended March 31, 2025 increased by $517, or 6.8%, due primarily to strength in the Precast Concrete Products business. Gross profit margins of 18.6% increased 40 basis points over the prior year quarter due to improved volumes in Precast Concrete and favorable business mix in the Steel Products business unit.

Current wording

Infrastructure segment gross profit for the six months ended June 30, 2025 increased $3,647, or 18.0%, due primarily to strength in the Precast Concrete Products business. Gross profit margins of 21.5% increased 60 basis points over the prior year period due primarily to favorable business mix in the Steel Products business unit. Gross profit for the six months ended June 30, 2024 includes the $815 gain on sale of ancillary property.

Previous wording

Segment operating loss for the three months ended March 31, 2025 was favorable by $944 compared to the prior year quarter due to improvements in gross profit and a decrease in selling and administrative expenses.

Current wording

Infrastructure segment operating income for the six months ended June 30, 2025 was favorable $4,087 compared to the prior year period due to improvements in gross profit and a decrease in selling and administrative expenses.

Previous wording

Unallocated corporate expense - net for the three months ended March 31, 2025 was $1,623 compared to unallocated corporate income - net for the three months ended March 31, 2024 which was $176. The unallocated corporate income - net for the three months ended March 31, 2024 included the $3,477 gain on the sale of the former joint venture facility in Magnolia, Texas. Corporate executive management costs decreased from the prior year quarter due to a decrease in professional service expenditures.

Current wording

Unallocated corporate expense - net for the six months ended June 30, 2025 was $4,458 compared to the six months ended June 30, 2024 which was $4,376. The increase was due to the $3,477 gain on the sale of the former joint venture facility in Magnolia, Texas recorded in the six months ended June 30, 2024. This was partially offset by a decrease in corporate executive management costs of $2,344 due to a decrease in professional service expenditures and lower travel and insurance costs.

Previous wording

The Company’s principal sources of liquidity are its existing cash and cash equivalents, cash generated by operations, and the available capacity under the revolving credit facility, which provides for a total commitment of up to $130,000, of which $47,178 was available for borrowing as of March 31, 2025, subject to covenant restrictions. 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 the share repurchase program. The Company’s total debt, including finance leases, was $82,498 and $46,940 as of March 31, 2025 and December 31, 2024, respectively, and was primarily comprised of borrowings under its revolving credit facility.

Current wording

The Company’s principal sources of liquidity are its existing cash and cash equivalents, cash generated by operations, and the available capacity under the revolving credit facility. The revolving credit facility provides for a total commitment of up to $150,000, of which $68,138 was available for borrowing as of June 30, 2025, subject to covenant restrictions. 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 the share repurchase program. The Company’s total debt, including finance leases, was $81,628 and $46,940 as of June 30, 2025 and December 31, 2024, respectively, and was primarily comprised of borrowings under its revolving credit facility.

Previous wording

As of March 31, 2025, we were in compliance with all covenants of the Credit Agreement and have $49,790 available funding capacity.

Current wording

As of June 30, 2025, we were in compliance with all covenants of the Credit Agreement and have $72,324 available funding capacity, subject to covenant restrictions.

Previous wording

The changes in cash and cash equivalents for the three months ended March 31, 2025 and 2024 were as follows:

Current wording

The changes in cash and cash equivalents for the six months ended June 30, 2025 and 2024 were as follows:

Previous wording

During the three months ended March 31, 2025, net cash used in operating activities was $26,136, compared to cash used in operating activities of $21,444 during the prior year quarter. For the three months ended March 31, 2025, net income and adjustments to reconcile net income from operating activities provided $1,324, compared to $5,414 in the prior year quarter. Working capital and other assets and liabilities were a use of $27,460 in the current period, compared to a use of $26,858 in the prior year quarter. The change in operating cash flow for the three months ended March 31, 2025 versus the three months ended March 31, 2024 was largely driven by accounts payable, which used $12,649 during the current quarter compared to the $3,200 provided in the prior year quarter. Changes in payment timing can impact accounts payable in any given quarter; however, overall working capital needs are typically higher in the first quarter of the year due to seasonality.

Current wording

During the six months ended June 30, 2025, net cash used in operating activities was $15,734, compared to cash used in operating activities of $26,398 during the prior year period. For the six months ended June 30, 2025, net income and adjustments to reconcile net income from operating activities provided $12,553, compared to $12,178 in the prior year period. Working capital and other assets and liabilities were a use of $28,287 in the current period, compared to a use of $38,576 in the prior year quarter. The increase in operating cash flow for the six months ended June 30, 2025 versus the six months ended June 30, 2024 was largely driven by lower working capital needs this year related to lower Rail volumes. Changes in payment timing can impact accounts receivable in any given quarter due to the seasonality of our businesses.

Previous wording

Capital expenditures for the three months ended March 31, 2025 and 2024 were $2,575 and $2,712, respectively. Capital expenditures in both periods primarily relate to general plant and operational improvements throughout the Company, as well as organic growth initiatives including investments that are being made in our new facility in Lake County, Florida. During the three months ended March 31, 2024, the Company's divestiture of the facility and land of its former joint venture in Magnolia, Texas (the “Magnolia Sale”) generated a cash inflow of $3,501.

Current wording

Capital expenditures for the six months ended June 30, 2025 and 2024 were $5,248 and $4,766, respectively. 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 six months ended June 30, 2024, the Company divested the facility and land of its former joint venture in Magnolia, Texas and the fixed assets associated with the Bridge Exit generating a cash inflow of $3,881.

Previous wording

During the three months ended March 31, 2025 the Company had an increase in outstanding debt of $34,891 compared to $22,911 increase during the three months ended March 31, 2024. The higher increase in debt for the three months ended March 31, 2025 versus three months ended March 31, 2024 was driven by an increase in cash used in operating activities, primarily due to higher seasonal working capital needs as well as organic growth initiatives and the absence of the cash inflow from the Magnolia Sale.

Current wording

During the six months ended June 30, 2025 the Company had an increase in outstanding debt of $32,340 compared to a $31,955 increase during the six months ended June 30, 2024. Additionally, debt issuance costs of $706 were incurred during the six months ended June 30, 2025 related to the June 27, 2025 Fifth Amended and Restated Credit Agreement. During the six months ended June 30, 2025, the Company also made a $782 deferred payment related to the June 2022 acquisition of Skratch Enterprises Ltd. This payment was deferred at the date of the acquisition in accordance with the purchase agreement and was made during the second quarter of 2025. The increase in debt for the six months ended June 30, 2025 was driven by an increase in cash needed for treasury stock acquisitions, debt issuance costs, and the Skratch deferred acquisition payment and the absence of the cash inflow from the sale of the former joint venture in Magnolia, Texas from the prior year period.

Previous wording

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 three months ended March 31, 2025, the Company repurchased 113,169 shares for $3,123 under this program through February 2025. The Company repurchased a total of 547,679 shares of its stock for $12,241 since the program's inception through February 2025.

Current wording

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. The Company repurchased 113,169 shares for $3,123 under this program through February 2025. 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.

Previous wording

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. As of March 31, 2025, the Company repurchased 55,742 shares for $1,154 under this program.

Current wording

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. As of June 30, 2025, the Company repurchased 163,762 shares of its stock for $3,316 under this program.

Previous wording

Under both programs, the Company repurchased a total of 168,911 shares for $4,277 during the three months ended March 31, 2025. From February 2023 through March 31, 2025, the Company repurchased a total of 603,421 shares of its stock for $13,395 under both programs.

Current wording

Under both programs, the Company repurchased a total of 276,931 shares for $6,439 during the six months ended June 30, 2025. From February 2023 through June 30, 2025, the Company repurchased a total of 711,441 shares of its stock for $15,557 under both programs.

Previous wording

As of March 31, 2025, the Company had $2,612 in cash and cash equivalents and $47,178 of availability under its revolving credit facility, subject to covenant restrictions. As of March 31, 2025, approximately $1,361 of the Company’s cash and cash equivalents were held in non-domestic bank accounts.

Current wording

As of June 30, 2025, the Company had $4,186 in cash and cash equivalents and $68,138 of availability under its revolving credit facility, subject to covenant restrictions. As of June 30, 2025, approximately $2,890 of the Company’s cash and cash equivalents were held in non-domestic bank accounts.

Previous wording

On August 13, 2021, the Company, its domestic subsidiaries, and certain of its Canadian and United Kingdom subsidiaries (collectively, the “Borrowers”), entered into the Fourth Amended and Restated Credit Agreement (the “Credit Agreement”) with PNC Bank, N.A., Citizens Bank, N.A., Wells Fargo Bank, National Association, Bank of America, N.A., and BMO Harris Bank, National Association. The Credit Agreement, as amended, modifies the prior amended revolving credit facility, on terms more favorable to the Company and extends the maturity from April 30, 2024 to August 13, 2026. The Credit Agreement provides for a five-year, revolving credit facility that permits aggregate borrowings of the Borrowers up to $130,000 with a sublimit of the equivalent of $25,000 U.S. dollars that is available to the Canadian and United Kingdom borrowers in the aggregate. The Credit Agreement’s incremental loan feature permits the Company to increase the available commitments under the facility by up to an additional $50,000 subject to the Company’s receipt of increased commitments from existing or new lenders and the satisfaction of certain conditions. On August 12, 2022, the Company entered into a second amendment to its Credit Agreement (the “Second Amendment”) which added an additional tier to the pricing grid and provided for the conversion from LIBOR-based to SOFR-based borrowings. For a discussion of the terms and availability of the credit facilities, please refer to Note 7 of the Notes to Condensed Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q.

Current wording

On June 27, 2025, the Company, its domestic subsidiaries, and certain of its Canadian and United Kingdom subsidiaries (collectively, the “Borrowers”), entered into the Fifth Amended and Restated Credit Agreement (the “Credit Agreement”) with PNC Bank, N.A., Bank of America, N.A., Citizens Bank, N.A., and Wells Fargo Bank N.A. as Co-Syndication Agents, and Dollar Bank, Federal Savings Bank as a participant. The Credit Agreement, as amended, modifies the prior amended revolving credit facility, which had a maximum credit line of $130,000 and extends the maturity date from August 13, 2026 to June 27, 2030. The Credit Agreement provides for a five-year, revolving credit facility that permits aggregate borrowings of the Borrowers up to $150,000 with sublimits for (a) the issuance of Letters of Credit in Dollars and in Alternative Currencies in an amount not to exceed the Dollar Equivalent of $30,000, and (b) borrowings of Swing Loans in Dollars in an amount not to exceed $20,000; and with an incremental loan feature not to exceed $60,000. For a discussion of the terms and availability of the credit facilities, please refer to Note 7 of the Notes to Condensed Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q.

Previous wording

To reduce the impact of interest rate changes on outstanding variable-rate debt, the Company amended and entered into SOFR-based interest rate swaps with notional values totaling $20,000 and $20,000, effective August 12, 2022 and August 31, 2022, respectively, at which point the agreements effectively converted a portion of the debt from variable to fixed-rate borrowings during the term of the swap contract. The August 12, 2022 interest rate swap expired on March 1, 2025. The August 31, 2022 interest rate swap expires on August 13, 2026.

Current wording

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. The August 12, 2022 interest rate swap expired on March 1, 2025. The August 31, 2022 interest rate swap expires on August 13, 2026.

Previous wording

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 increased by $14,954 over the prior year quarter due to increases throughout our portfolio.

Current wording

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 lower levels of backlog throughout the year. Backlog increased by $20,124 over the prior year quarter due to increases throughout our portfolio.
Rearranged current paragraphs (4)

Current report — wording carried from elsewhere

Net interest expense was flat to the prior year quarter. The Company's outstanding debt balance was $81,628 as of June 30, 2025, compared to $87,173 as of June 30, 2024.

Current report — wording carried from elsewhere

Infrastructure segment operating income for the three months ended June 30, 2025 was favorable by $3,143 compared to the prior year quarter due to improvements in gross profit.

Current report — wording carried from elsewhere

The Company’s effective income tax rate for the six months ended June 30, 2025 was 79.6%, compared to 8.1% in the prior year period. The Company's effective income tax rate for the six months ended June 30, 2025 differed from the 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.

Current report — wording carried from elsewhere

For the six months ended June 30, 2025, the Infrastructure segment had new orders of $127,223, an increase of $24,582, over the prior year period. The increase is due to our Precast Concrete Products business unit which increased by 23.5% over the prior year period, and our Steel Products business unit which increased 25.0% over the prior year period due to new order strength in our Protective Coatings business.