← Back to FSTR filing summaryOriginal filing text · Part I
Item 2 — Management's Discussion and Analysis
L.b. Foster Company · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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(Dollars in thousands, except share data)
Forward-Looking Statements
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, valuations and impairments, and plans regarding our financial position, liquidity, capital resources, 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: adverse economic conditions in the markets we serve, including recession, the volatility in the prices for oil and gas, tariffs, duties or trade wars, inflation, rising labor costs, project delays, and budget shortfalls, or otherwise; the disruption of government funding programs as a result of potential periodic government shutdowns; 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; a decrease in construction activity; 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 increased or new tariffs, and trade restrictions or embargoes, or uncertainties relating to the imposition and enforcement of tariffs; our ability to timely effectuate our strategy, including cost reduction initiatives, including but not limited to the exit of certain product lines in the UK-based Tew Engineering business, and our ability to effectively integrate acquired businesses or to divest businesses, and to realize anticipated synergies and benefits; costs of and impacts associated with shareholder activism; the timeliness, cost, and availability of materials from our major suppliers, as well as the impact on our access to supplies of customer preferences as to the origin of such supplies, such as customers’ concerns about conflict minerals; labor disputes; emerging technologies, including those related to or arising from artificial intelligence, and resultant risks to our business and operations; cybersecurity risks such as data security breaches, malware, ransomware, “hacking,” and identity theft, either with respect to our systems or those of third parties on whom we rely, which could disrupt our business and may result in misuse or misappropriation of confidential or proprietary information, and could result in the disruption or damage to our systems, increased costs and losses, or an adverse effect to our reputation, business or financial condition; the continuing effectiveness of our ongoing implementation of an enterprise resource planning system; changes in current accounting estimates and their ultimate outcomes; the adequacy of internal and external sources of funds to meet financing needs, including our ability to negotiate any additional necessary amendments to our credit agreement or the terms of any new credit agreement, the Company’s ability to manage its working capital requirements and indebtedness; domestic and international taxes, including estimates that may impact taxes; domestic and foreign government regulations, including tariffs; our ability to maintain effective internal controls over financial reporting and disclosure controls and procedures; any change in policy or other change due to the results of the UK’s parliamentary elections and the U.S. presidential and congressional elections that could affect UK or US business conditions; other geopolitical conditions, including the ongoing conflicts between Russia and Ukraine, conflicts in the Middle East, and increasing tensions between China and Taiwan; a lack of, freezing of, or delay in state or federal funding for infrastructure projects; an increase in manufacturing or material costs, including volatility in steel prices, oil prices, and wage inflation; the loss of future revenues from current customers; any future global health crises, and the related social, regulatory, and economic impacts and the response thereto by the Company, our employees, our customers, and national, state, or local governments, including any governmental travel restrictions; and risks inherent in litigation and the outcome of litigation and product warranty claims. Should one or more of these risks or uncertainties materialize, or should the assumptions underlying the forward-looking statements prove incorrect, actual outcomes could vary materially from those indicated. Significant risks and uncertainties that may affect the operations, performance, and results of the Company’s business and forward-looking statements include, but are not limited to, those set forth under Item 1A, “Risk Factors,” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2025, or as updated and/or amended by our other current or periodic filings with the Securities and Exchange Commission.
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The forward-looking statements in this report are made as of the date of this report and we assume no obligation to update or revise any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by the federal securities laws.
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General Overview and Business Update
L.B. Foster Company is a global technology solutions provider of products and services for the rail and infrastructure markets. 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”).
Product Line Exits
On August 30, 2023, the Company announced the discontinuation of its Bridge Products grid deck product line which was reported in the Steel Products business unit within the Infrastructure segment. For the three and six months ended June 30, 2025, the product line had net sales of $498 and $999, respectively. The Company completed all customer obligations in 2025.
During the second quarter of 2025, the Company announced the discontinuation of its Automation and Materials Handling (“AMH”) product line which was reported in the Technology Services and Solutions business unit within the Rail segment (the “AMH Exit”). For the three and six months ended June 30, 2025, AMH had net sales of $813 and $1,220, respectively. The Company incurred a total of $1,351 in exit costs associated with the AMH Exit, which included $655 in inventory and fixed asset write-downs, $507 in personnel expenses, and $189 in other exit costs. Exit costs of $1,085 were recorded in “Cost of goods sold” and $266 were recorded in “Selling and administrative expenses” within our Rail segment. The Company completed the remaining customer obligations in 2025 and all exit costs were incurred in the second quarter of 2025.
During the second quarter of 2026, the Company announced the discontinuation of certain product lines within our Tew Engineering business (the “Tew Exit”) which was reported in the Technology Services and Solutions business unit within the Rail segment. The decision to exit was due to the Company's initiatives to scale back unprofitable product lines in the United Kingdom. The product lines had net sales of $292 and $1,189 for the three months ended June 30, 2026 and 2025, respectively, and $1,252 and $1,834 for the six months ended June 30, 2026 and 2025, respectively. The Company expects to complete remaining customer obligations by 2027. The Company has recognized a total of $2,270 in exit costs associated with the Tew Exit, which included $1,059 in inventory write-downs, $1,159 in personnel expenses, and $52 in other exit costs during the quarter. Exit costs of $2,084 were recorded in “Cost of goods sold” and $186 were recorded in “Selling and administrative expenses” within our Rail segment. In addition to the Tew Exit costs, the Company incurred corporate costs recorded in “Selling and administrative expenses” of $292 related to the execution of strategic initiatives.
Results of Operations
Second Quarter 2026 Compared to Second Quarter 2025
Three Months Ended June 30, Change
2026 2025 2026 vs. 2025
Net sales $ 138,550 $ 143,558 $ (5,008)
Gross profit 30,874 30,900 (26)
Gross profit margin 22.3 % 21.5 % 80 bps
Expenses:
Selling and administrative expenses $ 24,105 $ 22,382 $ 1,723
Selling and administrative expenses as a percent of sales 17.4 % 15.6 % 180 bps
Amortization expense $ 618 $ 840 $ (222)
Operating income $ 6,151 $ 7,678 $ (1,527)
Operating income margin 4.4 % 5.3 % (90) bps
Interest expense - net $ 891 $ 1,490 $ (599)
Other income - net (191) (95) (96)
Income before income taxes $ 5,451 $ 6,283 $ (832)
Income tax expense 2,336 3,444 (1,108)
Net income $ 3,115 $ 2,839 $ 276
Net income (loss) attributable to noncontrolling interest 3 (46) 49
Net income attributable to L.B. Foster Company $ 3,112 $ 2,885 $ 227
Diluted earnings per common share $ 0.29 $ 0.27 $ 0.02
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Results Summary
Net sales for the three months ended June 30, 2026 decreased $5,008, or 3.5%, from the prior year quarter, driven by lower sales in both segments. Rail net sales declined $3,961, or 5.2%, while Infrastructure declined $1,047, or 1.5%.
Gross profit for the three months ended June 30, 2026 was flat compared to the prior year quarter. Rail gross profit declined $321, as benefits from favorable business mix were offset by $2,084 of costs related to the Tew Exit, compared to $1,085 of costs associated with the AMH Exit in the prior year quarter. Infrastructure gross profit improved $295 driven by favorable business mix. Gross profit margins improved 80 basis points to 22.3%.
Selling and administrative expenses for the three months ended June 30, 2026 increased $1,723, or 7.7%, over the prior year quarter, primarily attributable to increased employment costs including higher variable incentive-based compensation costs. Selling and administrative expenses as a percentage of net sales increased 180 bps to 17.4%.
Amortization expense for the three months ended June 30, 2026 decreased $222, or 26.4%, from the prior year quarter due to acquired intangible assets becoming fully amortized.
Net interest expense for the three months ended June 30, 2026 decreased $599 from the prior year quarter. The Company's outstanding debt balance was $47,993 as of June 30, 2026, compared to $81,628 as of June 30, 2025.
The Company’s effective income tax rate for the three months ended June 30, 2026 was 42.9%, compared to 54.8% in the prior year quarter. The current quarter income tax rate 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.
Net income attributable to the Company for the three months ended June 30, 2026 was $3,112, or $0.29 per diluted share, compared to net income in the prior year quarter of $2,885, or $0.27 per diluted share. The increase is due to reduced interest expense and a lower effective income tax rate.
Results of Operations - Segment Analysis
Rail, Technologies, and Services
Three Months Ended June 30, Change Percent Change
2026 2025 2026 vs. 2025 2026 vs. 2025
Net sales $ 72,012 $ 75,973 $ (3,961) (5.2 %)
Gross profit 14,811 15,132 (321) (2.1)
Gross profit margin 20.6 % 19.9 % 70 bps 3.5
Segment operating income $ 2,989 $ 3,747 $ (758) (20.2)
Segment operating income margin 4.2 % 4.9 % (70) bps (14.3)
Rail net sales for the three months ended June 30, 2026 decreased $3,961, or 5.2 %, from the prior year quarter. Rail Products net sales decreased $13,001, or 27.3%, primarily due to the timing of large orders. This decline was offset by an increase of $3,703, or 18.1%, in Global Friction Management driven by strong domestic demand and an increase of $5,337, or 66.9%, in Technology Services and Solutions (“TS&S”) driven by short term project work in the UK.
Rail gross profit for the three months ended June 30, 2026 decreased $321, or 2.1 %, from the prior year quarter, primarily due to lower sales volumes in Rail Products which impacted gross profit by $2,159. Partially offsetting this decline were gross profit improvements of $606 in Global Friction Management, driven by higher volumes, and $1,232 in TS&S, reflecting favorable business mix and short-term project work in the UK. TS&S incurred $2,084 of Tew Exit costs in the current quarter compared to $1,085 of AMH Exit costs incurred in the prior year quarter. Gross profit margin improved 70 basis points to 20.6 % due to favorable business mix.
Rail operating income for the three months ended June 30, 2026 decreased $758, or 20.2 %, from the prior year quarter driven by the gross profit decline coupled with $641 of higher selling and administrative costs.
For the three months ended June 30, 2026, Rail had new orders, net of $112,207, a decrease of $2,138 from the prior year quarter primarily attributable to the timing of large orders associated with Rail Products which declined 20.0%. Global Friction Management
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and TS&S improved 27.8% and 126.4%, respectively. The improvement in TS&S was primarily attributable to increased short-term project work in the UK. Backlog as of June 30, 2026, was $141,395, a $10,686, or 8.2%, increase over the prior year quarter as a result of a large order received in our UK business.
Infrastructure Solutions
Three Months Ended June 30, Change Percent Change
2026 2025 2026 vs. 2025 2026 vs. 2025
Net sales $ 66,538 $ 67,585 $ (1,047) (1.5) %
Gross profit 16,063 15,768 295 1.9
Gross profit margin 24.1 % 23.3 % 80 bps 3.4
Segment operating income $ 6,571 $ 6,766 $ (195) (2.9)
Segment operating income margin 9.9 % 10.0 % (10) bps 1.0
Infrastructure net sales for the three months ended June 30, 2026, decreased $1,047 or 1.5%, from the prior year quarter. The decline was driven by $1,996, or 9.3%, in Steel Products, which was partially offset by sales growth of $949, or 2.1%, in Precast Concrete Products (“Precast”).
Infrastructure gross profit for the three months ended June 30, 2026 increased $295, or 1.9 %, over the prior year quarter. Precast gross profit improved $615 due to improved business mix. Steel Products gross profit declined $320 due to lower sales volumes. Gross profit margins improved 80 basis points to 24.1%.
Infrastructure operating income for the three months ended June 30, 2026 decreased $195, or 2.9%, from the prior year quarter due to an increase in selling, general and administrative expenses, offset in part by improved gross profit.
For the three months ended June 30, 2026, Infrastructure had new orders, net of $63,869, an increase of $2,458, over the prior year quarter due primarily to a 73.3% increase in Steel Products stemming from improving Protective Coatings demand. This increase was partially offset by a 15.4% decrease in Precast. Backlog as of June 30, 2026, was $104,718, a decrease of $34,502, or 24.8%, from the prior year quarter attributable to a 2025 order cancellation in Steel Products which resulted in a 41.1% decline, coupled with a decline of 17.1% in Precast.
Corporate
Three Months Ended June 30, Change Percent Change
2026 2025 2026 vs. 2025 2026 vs. 2025
Public company costs $ 774 $ 1,346 $ (572) (42.5) %
Corporate executive management costs 1,437 728 709 97.4
Corporate management stock-based compensation 906 761 145 19.1
Strategic initiatives costs 292 — 292 **
Unallocated corporate expense - net $ 3,409 $ 2,835 $ 574 20.2 %
**Results of this calculation are not meaningful for presentation purposes.
Unallocated corporate expense - net for the three months ended June 30, 2026 was $3,409 compared to $2,835 for the three months ended June 30, 2025. During the quarter, the Company incurred $292 of costs associated with strategic initiatives. Public company costs decreased by $572 due to lower professional service fees. Corporate executive management costs and stock-based compensation increased $709 and $145, respectively, due to increased variable incentive-based compensation expense.
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Results of Operations
First Six Months 2026 Compared to First Six Months 2025
Six Months Ended June 30, Change
2026 2025 2026 vs. 2025
Net sales $ 259,694 $ 241,350 $ 18,344
Gross profit 56,570 51,051 5,519
Gross profit margin 21.8 % 21.2 % 60 bps
Expenses:
Selling and administrative expenses $ 47,138 $ 43,334 $ 3,804
Selling and administrative expenses as a percent of sales 18.2 % 18.0 % 20 bps
Amortization expense $ 1,236 $ 1,962 $ (726)
Operating income $ 8,196 $ 5,755 $ 2,441
Operating income margin 3.2 % 2.4 % 80 bps
Interest expense - net $ 1,742 $ 2,633 $ (891)
Other income - net (408) (413) 5
Income before income taxes $ 6,862 $ 3,535 $ 3,327
Income tax expense 2,255 2,813 (558)
Net income $ 4,607 $ 722 $ 3,885
Net loss attributable to noncontrolling interest (5) (53) 48
Net income attributable to L.B. Foster Company $ 4,612 $ 775 $ 3,837
Diluted earnings per common share $ 0.44 $ 0.07 $ 0.37
Results Summary
Net sales for the six months ended June 30, 2026 increased $18,344, or 7.6%, over the prior year period. The increase was driven by Rail sales growth of $16,800, or 12.9%, with Infrastructure sales modestly improving $1,544, or 1.4%.
Gross profit for the six months ended June 30, 2026 increased $5,519, or 10.8%, over the prior year period driven primarily by improved sales volumes and business mix in Rail, which increased $3,792. Infrastructure gross profit improved $1,727 due to favorable business mix and manufacturing execution. Gross profit margins improved 60 basis points to 21.8%.
Selling and administrative expenses for the six months ended June 30, 2026 increased $3,804, or 8.8%, over the prior year period, due primarily to an increase in employment costs driven by higher variable incentive-based compensation costs, and a $497 accelerated stock expense due to retirement-eligible participants. Selling and administrative expenses as a percentage of net sales increased 20 basis points to 18.2%.
Net interest expense decreased $891 for the six months ended June 30, 2026 compared to the prior year period. The Company's outstanding debt balance was $47,993 as of June 30, 2026, compared to $81,628 as of June 30, 2025.
The Company’s effective income tax rate for the six months ended June 30, 2026 was 32.9%, compared to 79.6% in the prior year period. The current period effective income tax rate differed from the statutory rate of 21% primarily due to the impact of excess tax benefits related to share-based compensation, offset by the impact of pre-tax losses in the United Kingdom for which no income tax benefit was recognized due to a valuation allowance.
Net income attributable to the Company for the six months ended June 30, 2026 was $4,612, or $0.44 per diluted share, compared to net income in the prior year period of $775, or $0.07 per diluted share. The higher net income for the six months ended June 30, 2026 was primarily driven by an increase in gross profit, reduced interest expense, and lower amortization expense offset in part by an increase in selling and administrative expenses.
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Results of Operations - Segment Analysis
Rail, Technologies, and Services
Six Months Ended June 30, Change Percent Change
2026 2025 2026 vs. 2025 2026 vs. 2025
Net sales $ 146,788 $ 129,988 $ 16,800 12.9 %
Gross profit 30,953 27,161 3,792 14.0
Gross profit margin 21.1 % 20.9 % 20 bps 1.0
Segment operating income $ 7,809 $ 3,891 $ 3,918 100.7
Segment operating profit margin 5.3 % 3.0 % 230 bps 76.7
Rail net sales for the six months ended June 30, 2026 increased $16,800, or 12.9 %, over the prior year period. The increase was primarily driven by Global Friction Management which increased $9,847, or 27.4%, reflecting strong domestic demand and TS&S which increased $7,994, or 46.7%, driven by short term project work in the UK. These increases were partially offset by a decrease in Rail Products net sales of $1,041, or 1.4%.
Rail gross profit for the six months ended June 30, 2026 increased $3,792, or 14.0%, over the prior year period. The improvement was due to higher sales volumes in Global Friction Management, which contributed $3,246 of gross profit improvement, and more favorable sales mix in TS&S which contributed an additional $976. TS&S incurred $2,084 of Tew Exit costs in the six months ended June 30, 2026 compared to $1,085 of AMH Exit costs incurred in the prior year period. These improvements were partially offset by a $430 decline in Rail Products gross profit attributable to lower sales volumes. Gross profit margins improved 20 basis points to 21.1%.
Rail operating income for the six months ended June 30, 2026 increased $3,918 over the prior year period. The increase was driven by an increase in gross profit associated with higher sales volumes and lower amortization expense.
For the six months ended June 30, 2026, Rail new orders, net were $192,835, a decrease of $4,762 from the prior year period. The decline was primarily attributable to Rail Products which decreased 12.3% due to timing of large orders. Partially offsetting this decline were increases in TS&S and Global Friction Management. New orders, net in TS&S increased 68.6%, driven by a large order received in the UK business, while Global Friction Management reported a modest increase of 0.7%.
Infrastructure Solutions
Six Months Ended June 30, Change Percent Change
2026 2025 2026 vs. 2025 2026 vs. 2025
Net sales $ 112,906 $ 111,362 $ 1,544 1.4 %
Gross profit 25,617 23,890 1,727 7.2
Gross profit margin 22.7 % 21.5 % 120 bps 5.6
Segment operating income $ 7,100 $ 6,322 $ 778 12.3
Segment operating income margin 6.3 % 5.7 % 60 bps 10.5
Infrastructure net sales for the six months ended June 30, 2026 increased $1,544, or 1.4 %, over the prior year period. The increase was primarily due to Precast sales growth of $5,790, or 7.8%, partially offset Steel Products which declined $4,246, or 11.5%.
Infrastructure gross profit for the six months ended June 30, 2026 increased $1,727, or 7.2%, over the prior year period. The increase was primarily driven by a $2,606 improvement in Precast gross profit, reflecting higher sales volume, more favorable business mix, and improved manufacturing execution. This improvement was partially offset by lower volumes in Steel Products, which resulted in a $879 decrease in gross profit. Gross profit margins increased 120 basis points to 22.7 %.
Infrastructure operating income for the six months ended June 30, 2026 was favorable $778 compared to the prior year period due to improvements in gross profit partially offset by a $989 increase in selling and administrative expenses.
For the six months ended June 30, 2026, Infrastructure new orders, net were $125,327, a decrease of $1,896, from the prior year period. The decrease was primarily due to Precast, where new orders, net declined 5.8% from the prior year period. This decline was partially offset by a 8.5% increase in Steel Products, driven by strong order activity in our Protective Coatings business.
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Corporate
Six Months Ended June 30, Change Percent Change
2026 2025 2026 vs. 2025 2026 vs. 2025
Public company costs $ 1,879 $ 2,471 $ (592) (24.0) %
Corporate executive management costs 2,227 948 1,279 134.9
Corporate management stock-based compensation 2,315 1,039 1,276 122.8
Strategic initiatives costs 292 — 292 **
Unallocated corporate expense - net $ 6,713 $ 4,458 $ 2,255 50.6 %
**Results of this calculation are not meaningful for presentation purposes.
Unallocated corporate expense - net for the six months ended June 30, 2026 was $6,713 compared to the six months ended June 30, 2025 which was $4,458. Public company costs decreased by $592 due to lower professional service fees. Corporate executive management costs increased $1,279 due to higher incentive-based compensation costs. Corporate management stock-based compensation expense increased $1,276 due in part to $497 of accelerated stock expense due to retirement-eligible participants. During the six months ended June 30, 2026, the Company incurred $292 of costs associated with strategic initiatives.
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 the revolving credit facility. The revolving credit facility provides for a total commitment of up to $150,000, of which $101,695 was available for borrowing as of June 30, 2026, 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 $47,993 and $42,756 as of June 30, 2026 and December 31, 2025, respectively, and was primarily comprised of borrowings under its revolving credit facility.
The following table reflects available funding capacity as of June 30, 2026:
June 30, 2026
Cash and cash equivalents $ 5,783
Credit agreement:
Total availability under the credit agreement 150,000
Outstanding borrowings on revolving credit facility and letters of credit (48,305)
Net availability under the revolving credit facility 101,695
Total available funding capacity $ 107,478
As of June 30, 2026, we were in compliance with all covenants of the Credit Agreement and have $107,478 available funding capacity, subject to covenant restrictions.
The Company’s operating cash flows are impacted from period to period by fluctuations in working capital needs, as well as its overall profitability. While the Company places an emphasis on working capital management in its operations, factors such as its business mix, commercial terms, and market conditions as well as seasonality may impact its working capital. The Company regularly assesses its receivables and contract assets for collectability and realization, and provides allowances for credit losses where appropriate. The Company believes that its reserves for credit losses are appropriate as of June 30, 2026, 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 changes in cash and cash equivalents for the six months ended June 30, 2026 and 2025 were as follows:
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Six Months Ended June 30,
2026 2025
Net cash provided by (used in) operating activities $ 7,422 $ (15,734)
Net cash used in investing activities (6,521) (5,199)
Net cash provided by financing activities 605 22,468
Effect of exchange rate changes on cash and cash equivalents (71) 197
Net increase in cash and cash equivalents $ 1,435 $ 1,732
Cash Flow from Operating Activities
During the six months ended June 30, 2026, net cash provided by operating activities was $7,422, compared to net cash used in operating activities of $15,734 during the prior year period. For the six months ended June 30, 2026, net income and adjustments to reconcile net income from operating activities provided $16,129, compared to $12,553 in the prior year period. Working capital and other assets and liabilities were a use of $8,707 in the current period, compared to a use of $28,287 in the prior year period. The increase in operating cash flow for the six months ended June 30, 2026 compared to the prior year period was largely driven by lower working capital needs and improved profitability.
Cash Flow from Investing Activities
Capital expenditures for the six months ended June 30, 2026 and 2025 were $6,521 and $5,248, respectively. Capital expenditures in both periods primarily relate to general plant and operational improvements throughout the Company, as well as organic growth initiatives.
Cash Flow from Financing Activities
During the six months ended June 30, 2026, outstanding debt increased $5,271 compared with an increase of $32,340 during the six months ended June 30, 2025. The lower increase in borrowings from the prior year period was primarily driven by operating cash generation from lower working capital requirements and a reduction in treasury stock repurchases. During the six months ended June 30, 2026, the Company repurchased $4,263 of its stock to satisfy employee tax withholding obligations related to the issuance of equity-based compensation awards. The Company also made deferred acquisition-related payments of $403 and $782, during the six months ended June 30, 2026 and 2025, respectively, related to the June 2022 acquisition of Skratch Enterprises Ltd. These payments were deferred at the date of the acquisition in accordance with the purchase agreement. Additionally, during the six months ended June 30, 2025, the Company incurred debt issuance costs of $706 associated with entering into the June 27, 2025 Fifth Amended and Restated Credit Agreement.
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. 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 Company did not repurchase any shares during the six months ended June 30, 2026 under this program. From February 2023 through June 30, 2026, the Company repurchased a total of 1,016,899 shares of its stock for $23,554 under both programs.
Repurchases of shares of the Company’s common stock may be made from time to time in the open market or in such other manner as determined by the Company. The timing of the repurchases and the actual amount repurchased will depend on a variety of factors, including the market price of the Company’s shares, general market and economic conditions, and other factors. The stock repurchase program does not obligate the Company to acquire any particular amount of common stock and may be suspended or discontinued at any time.
Financial Condition
As of June 30, 2026, the Company had $5,783 in cash and cash equivalents and $101,695 of availability under its revolving credit facility, subject to covenant restrictions. As of June 30, 2026, approximately $4,430 of the Company’s cash and cash equivalents were held in non-domestic bank accounts.
The Company’s principal uses of cash in recent years have been to fund its operations, including capital expenditures, repurchase of shares, acquisitions, and service indebtedness. 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.
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
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Savings Bank as a participant. The Credit Agreement, which expires on June 27, 2030, provides for a five-year, revolving credit facility that permits aggregate borrowings of the Borrowers up to $150,000 with sublimits for (a) the issuance of letters of credit in dollars and in alternative currencies in an amount not to exceed the dollar equivalent of $30,000, and (b) borrowings of swing loans in dollars in an amount not to exceed $20,000; and with an incremental loan feature not to exceed $60,000. 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.
Critical Accounting Estimates
The Condensed Consolidated Financial Statements have been prepared in conformity with US GAAP. The preparation of the Condensed 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. As a result, actual results could differ from these estimates. The Company has concluded that there have been no significant changes to its critical accounting policies or estimates as described in its Annual Report on Form 10-K for the year ended December 31, 2025.
Non-GAAP Financial Measures
In accordance with SEC rules, the Company provides descriptions of the non-GAAP financial measures included in this filing and reconciliations to the most closely related GAAP financial measures. The Company believes that these measures provide useful perspective on underlying business trends and results and a supplemental measure of year-over-year results. The non-GAAP financial measures described below are used by management in making operating decisions, allocating financial resources and for business strategy purposes and may, therefore, also be useful to investors as they are a view of our business results through the eyes of management. 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.
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. 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. 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, 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.
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.