What changed in this filing

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Item 1. Business

2023-03-10 compared with 2022-03-02 · 39 added, 40 removed, 196 unchanged (29% of the section changed)

2 unchanged sentences

Foster Company is a Pennsylvania corporation with its principal office in Pittsburgh, PA.

Foster Company is a global solutions provider of engineered, manufactured products and services that builds and supports infrastructure.

Foster Company is a global technology solutions provider of engineered, manufactured products and services that builds and supports infrastructure.

The Company’s innovative engineering and product development solutions address the safety, reliability, and performance needs of its customers’ most challenging requirements.

3 unchanged sentences

Foster Company and its subsidiaries, unless the context indicates otherwise.

For the fourth quarter and year ended December 31, 2021, the Company realigned its operating segments to execute on redefined strategic priorities in its core markets across its business portfolio.

As a result, L.B.

Foster’s business portfolio and business segment reporting structure is consolidated into three reporting segments:

Rail, Technologies, and Services, Precast Concrete Products, and Steel Products and Measurement.

The Rail, Technologies, and Services segment will consist of businesses previously positioned within the prior Rail Technologies and Services segment.

The Precast Concrete Products and Steel Products and Measurement segments bifurcate the businesses previously reported within the prior Infrastructure Solutions segment.

The following table shows the net sales for each business segment as a percentage of total net sales for the years ended December 31, 2022 and 2021:

10 unchanged sentences

Rail Products

The Rail Products business unit is comprised of the Company’s Rail Distribution, Allegheny Rail Products, Transit Products, Track Components, and Concrete Tie divisions.

The Rail Products business unit is comprised of the Company’s Rail Distribution, Allegheny Rail Products, Transit Products, and Concrete Tie divisions.

Following are summaries of those divisions:

8 unchanged sentences

These products are usually sold to contractors or by sealed bid to passenger railroads.

Track Components - The Track Components division manufactures track spikes and anchors at the Company’s facility in St.

Jean Richelieu, Quebec.

Concrete Ties - This division manufactures engineered concrete railroad ties for freight and passenger railroads and industrial accounts at its facility in Spokane, WA.

Track Components - The Track Components division manufactured track spikes and anchors at a facility in St-Jean-sur-Richelieu, Quebec.

The Company completed the sale of the assets of this division in August of 2022.

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 its customers.

It also provides aftermarket services managing its friction management solutions for customers.

The Company’s friction management products optimize performance at the rail to wheel interface, which helps our customers reduce fuel consumption, improve operating efficiencies, extend the life of operating assets such as rail and wheels, reduce track stresses, and lower the related maintenance and operating costs of its rail customers.

6 unchanged sentences

These products, systems, and services are designed, engineered, serviced, and marketed in the U.S., U.K., and Germany.

In June of 2022, the Company acquired the stock of Skratch Enterprises Ltd.

(“Skratch”), located in Telford, United Kingdom.

Skratch offers a single-point supply solution model for clients, and enables large scale deployments of its intelligent digital signage solutions.

Skratch’s service offerings include design, prototyping and proof of concept, hardware and software, logistics and warehousing, installation, maintenance, content management, and managed monitoring.

Precast Concrete Products

2 unchanged sentences

The Company is a leading, high-end supplier of precast buildings in terms of volume, product options, and capabilities.

Precast also manufactures various other precast concrete products such as sounds walls, burial vaults, bridge beams, box culverts, septic tanks, and other custom pre-stressed and precast concrete products at its Boise, ID, Hillsboro, TX, and Waverly, WV manufacturing facilities.

The Company commenced operations at its newest facility located in Boise, ID, in the first quarter of 2020 following a move from a previous location in Spokane, WA.

This move is part of an initiative focusing on regional growth opportunities and logistical savings associated with manufacturing products in a more centralized location closer to the Company’s existing and prospective customer base.

Precast also manufactures various other precast concrete products such as sounds walls, bridge beams, box culverts, septic tanks, and other custom pre-stressed and precast concrete products at its Boise, ID, Hillsboro, TX, and Waverly, WV manufacturing facilities.

In August of 2022, the Company acquired the operating assets of VanHooseCo Precast, LLC (“VanHooseCo”), a privately-held business headquartered in Loudon, Tennessee specializing in precast concrete walls, water management products, and forms for the commercial and residential infrastructure markets.

VanHooseCo has an existing manufacturing site in Loudon, near Knoxville, and a new facility recently commissioned in Lebanon, TN near Nashville.

The Company also entered into license agreements for VanHooseCo’s ENVIROCAST ® pre-insulated concrete walls and ENVIROKEEPER ® water retention and management product lines.

The acquisition expands L.B.

Foster’s addressable market to include commercial and residential developers, as well as state and local agencies in Tennessee and surrounding states, and provides a platform for further investment and organic growth in the expanding precast concrete infrastructure market.

Steel Products and Measurement

The Company’s Steel Products and Measurement segment provides custom engineered solutions and services that help build and maintain critical civil and energy infrastructure throughout North and South America, Central America, and the Caribbean.

The Company’s Steel Products and Measurement segment provides custom engineered solutions and services that help to build and maintain critical civil and energy infrastructure throughout the Americas.

Steel Products and Measurement designs, manufactures, and supplies a variety of steel bridge products to contractors performing installation and repair work to North American transportation infrastructure network.

3 unchanged sentences

The Fabricated Steel Products business unit provides fabricated bridge products to infrastructure end markets and provides threading services for agricultural, municipal and industrial water well applications.

The Fabricated Steel Products business unit markets and sells products both domestically and internationally.

The Fabricated Steel Products business unit markets and sells products primarily in North America.

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.

Water Well Threading - The Company’s Magnolia, TX facility cuts, threads, and paints pipe primarily for water well applications for the agriculture industry and municipal water authorities and, to a lesser extent, threading services for the Oil Country Tubular Goods markets.

Piling Products - Sheet piling products are interlocking structural steel sections that are generally used to provide lateral support at construction sites.

Bearing piling products are steel H-beam sections, which are driven into the ground for support of structures such as bridge piers and high-rise buildings.

On September 24, 2021, the Company completed the sale of its Piling Products division.

Piling Products - On September 24, 2021, the Company completed the sale of its Piling Products division.

The Company retained all pre-closing receivables and liabilities associated with the division.

The sale included substantially all inventory and fixed assets held by the Company associated with the division.

The sale included substantially all inventory and fixed assets associated with the division.

Coatings and Measurement

4 unchanged sentences

This location partners with its primary customer, a pipe manufacturer, to market fusion bonded epoxy coatings, abrasion resistant coatings, and internal linings for a wide variety of pipe diameters for use in pipeline projects throughout North America.

The second location, located 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.

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.

Precision Measurement Products and Systems - The Company manufactures and provides turnkey solutions for metering and injection systems primarily for the oil, and, to a lesser extent, gas industry.

4 unchanged sentences

Marketing and Competition

Foster Company generally markets its Rail directly in all major industrial areas of the U.S., Canada, and Europe.

Precast and Steel Products and Measurement are primarily marketed domestically.

Foster Company generally markets its Rail products and services directly in all major industrial areas of the U.S., Canada, and Europe.

Precast and Steel Products and Measurement products and services are primarily marketed domestically.

The Company employs a sales force of approximately 79 people that is supplemented with a network of agents across Europe, South America, and Asia to reach current customers and cultivate potential customers in these areas.

For the years ended December 31, 2021 and 2020, approximately 24% and 20% respectively, of the Company’s total sales were outside the U.S.

For the years ended December 31, 2022 and 2021, approximately 24% of the Company’s total sales were outside the U.S.

The major markets for the Company’s products are highly competitive.

15 unchanged sentences

Patents and Trademarks

The Company owns a number of domestic and international patents and trademarks, primarily related to products in its Global Friction Management and Technology Services and Solutions business units.

The Company owns a number of domestic and international patents and trademarks, primarily related to products in its Global Friction Management and Technology Services and Solutions business units, as well as its Precast Concrete Products business unit.

The Company’s business segments are not dependent upon any individual patents or related group of patents, nor any individual licenses or distribution rights.

17 unchanged sentences

The Company aims to employ and advance in employment qualified women, minorities, individuals with disabilities, covered veterans, and other classes at all levels of employment.

The Company has implemented initiatives to advance diversity and inclusion, including changes to recruitment, onboarding, and employee training, and has developed the Spark initiative, which is an employee resource group targeting all employees interested in furthering the mission of empowerment and professional growth of women in the workplace.

The Company has implemented initiatives to advance diversity and inclusion, including changes to recruitment, onboarding, and employee training, and has facilitated the Spark initiative, which is an employee resource group targeting all employees interested in furthering the mission of empowerment and professional growth of women in the workplace.

Environmental, Social, and Governance Matters

As part of its ongoing commitment to good corporate stewardship, in 2022 the Company created a new full-time role to focus on and enhance its sustainability and environmental, social, and governance (“ESG”) initiatives.

The position is intended to enhance collaboration with the Board of Directors, senior leadership, investors, employees, customers, and societal and civic organizations to integrate ESG policies, frameworks, goals, and metrics into the Company’s business risk and opportunity strategies.

The new role is expected to lead cross-functional efforts to coordinate, execute, improve, and communicate the Company’s ESG efforts.

As part of its ongoing commitment to good corporate stewardship, in 2022 the Company hired an employee in a newly created full-time role to focus on and enhance its sustainability and environmental, social, and governance (“ESG”) initiatives.

The position is intended to facilitate collaboration with the Board of Directors, senior leadership, investors, employees, customers, and societal and civic organizations to integrate ESG policies, frameworks, goals, and metrics into the Company’s business risk and opportunity strategies.

The new role leads cross-functional efforts to coordinate, execute, improve, and communicate the Company’s ESG efforts.

Additionally, the Company has created an employee-led Social Responsibility Committee to promote and execute the Company's values surrounding social responsibility internally.

Health and Safety

1 unchanged sentence

The Company strives to meet or exceed the requirements of all applicable environmental, health, and safety (“EHS”) regulations as the Company raises its standards of excellence.

Among its core values are safety, teamwork, and innovation, the Company aims to create more advanced solutions around sustainability.

Consistent with its core values of safety, teamwork, and innovation, the Company aims to create more advanced solutions around sustainability.

The Company emphasizes continual improvement in its EHSS performance, particularly as it applies to preventing pollution and reducing the environmental impact of its operations while maximizing opportunities for environmental and social benefits.

1 unchanged sentence

The Company has 10 locations/businesses throughout North America and Europe that Environmental Management Systems has independently assessed and are compliant with the requirements of ISO 14001:2015 and ISO 45001:2018.

Additionally, the Company has facilitated the formation of an internal, employee-led Wellness Committee to promote initiatives and values Company-wide that focus on all aspects of health and wellness.

Leadership and Talent Management

5 unchanged sentences

Development Planning

The proactive planning and implementation of action steps towards our employees’ career goals.

The Company actively promotes proactive planning and implementation of action steps towards our employees’ career goals.

Developmental experiences can consist of training, developing, mentoring, and coaching.

3 unchanged sentences

Performance Management

An ongoing process of communication between a supervisor and an employee that occurs throughout the year, in support of accomplishing the strategic objectives of the organization.

As of December 31, 2021, the Company had 991 employees, 721 located within the U.S., 72 within Canada, and 192 in Europe.

We strongly encourage an ongoing process of communication between a supervisor and an employee throughout the year, in support of accomplishing the strategic objectives of the organization.

As of December 31, 2022, the Company had 1,131 employees, 867 located within the U.S., 43 within Canada, 215 in Europe, and 6 within other locations.

There were 527 hourly production workers and 604 salaried employees.

Of the hourly production workers, approximately 44 were represented by unions.

Three collective bargaining agreements covering approximately 21, 35, and 30 employees are scheduled to expire in August 2024, March 2025, and September 2025, respectively.

As a result of the Company’s relocation of its concrete products operations from Spokane, WA to Boise, ID in 2020, a separation agreement was executed with the collective bargaining unit representing the employees affected by this relocation.

This agreement had no impact on the employees under the same collective bargaining agreement at the concrete tie operation that remained in Spokane, WA.

During 2021, the Company renegotiated the collective bargaining agreements at the concrete tie operation in Spokane, WA and bridge products operation in Bedford, PA.

The Company has not suffered any major work stoppages during the past five years and considers its relations with its employees to be satisfactory.

Two collective bargaining agreements covering approximately 24 and 20 employees are scheduled to expire in March 2025, and September 2025, respectively.

The Company divested its Track Components division on August 1, 2022, which included the collective bargaining agreement with employees of that business division.

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.

25 unchanged sentences

Friedman was employed by ABB Ltd from 2012 to 2019 in various roles including Director Global Product Management and Manufacturing Unit Manager.

Previously, he served in various research and development and operations role for Hunter Fan Company from 2001 and 2012.

Previously, he served in various research and development and operations role for Hunter Fan Company from 2001 to 2012.

Guinee serves as Senior Vice President, General Counsel, and Secretary and was elected Vice President, General Counsel, and Secretary in 2014.

29 unchanged sentences

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 Logistic from 2015 to 2016;

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.

13 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business