FOSTER L B CO 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of L.B. Foster Company Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of L.B. Foster Company and subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15 (a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 10, 2023 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Revenue recognition – contract estimates Description of the Matter As explained in Notes 1 and 4 to the consolidated financial statements, revenue is recognized when the Company satisfies its performance obligations under a contract. The Company’s performance obligations under long-term agreements with its customers are generally satisfied over time. Revenue under these long-term agreements is generally recognized over time either using an input measure based upon the proportion of actual costs incurred to estimated total project costs or an input measure based upon actual labor costs as a percentage of estimated total labor costs, depending upon which measure the Company believes best depicts the Company’s performance to date under the terms of the contract. For the year ended December 31, 2022, the Company recorded $67.1 million of over time input method revenue within net sales on its consolidated statement of operations. Accounting for these long-term agreements involves the use of various techniques to estimate total revenues and costs. Contract estimates are based on various assumptions to project the outcome of future events that may span several years. These assumptions include, among other things, labor costs, sub-contractor costs, material costs, and total collections from the customer. Significant changes in the above estimates could impact the timing and amount of revenue and profitability of the Company’s long-term contracts. Auditing these estimates requires auditor judgment because of the significant management judgment necessary to develop the estimated assumptions at completion due to the size and identified risks for each contract. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of relevant internal controls over the Company’s process relating to the determination of estimates for long-term projects. For example, we evaluated the design and tested the operating effectiveness of controls over management’s review of the current status of long-term projects, accumulation of costs incurred, costs remaining to complete and total contract value. To test the total estimates for long term contracts, our audit procedures included, among others, obtaining an understanding of the contract, evaluating the consistency of estimated costs with the initial budget, and understanding margin changes throughout the life of the contract. We also performed a retrospective review of management’s estimates for a sample of completed contracts by comparing initial estimates with the actual historical data to assess management’s ability to estimate. Valuation of goodwill for the Rail Technologies and Precast Concrete Products Reporting Units Description of the Matter At December 31, 2022, the Company had $30.7 million of goodwill on its consolidated balance sheet. As more fully described in Notes 1 and 5 to the consolidated financial statements, during 2022, weakened economic conditions, unfavorable changes in foreign exchange rates, and recent increases in the cost of certain materials, labor, and other inflation-related pressures unfavorably impacted the financial results. Because of these challenging market conditions, the Company was required to perform a quantitative test of goodwill for these reporting units. Significant assumptions used in the Company’s fair value estimate included revenue growth, EBITDA contribution, and market participant assumptions. Auditing the goodwill test was complex, as it included estimating the fair value of the reporting units. In particular, the fair value estimates are sensitive to the significant assumptions named above, which are affected by expected future market or economic conditions. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls over the Company’s goodwill impairment review process, including controls over management’s review of the valuation model and the significant assumptions underlying the fair value determination, as described above. To test the fair value of the reporting unit, our audit procedures included, among others, involving our valuation specialists to assist in assessing the valuation methodologies utilized by the Company and its valuation expert and testing the significant assumptions and underlying data used by the Company. We compared the significant assumptions used by management to historical performance and other relevant factors. We performed sensitivity analyses of significant assumptions to evaluate the changes in fair values that would result from changes in the assumptions. We reviewed the reconciliation of the fair value of the reporting units to the market capitalization of the Company and assessed the resulting control premium. /s/ Ernst & Young LLP We have served as the Company’s auditor since 1990 Pittsburgh, Pennsylvania March 10, 2023 30 Table of Contents L.B. FOSTER COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share data) December 31, 2022 2021 ASSETS Current assets: Cash and cash equivalents $ 2,882 $ 10,372 Accounts receivable - net (Note 6) 82,455 55,911 Contract assets (Note 4) 33,613 36,179 Inventories - net (Note 7) 75,721 62,871 Other current assets 11,061 14,146 Total current assets 205,732 179,479 Property, plant, and equipment - net (Note 8) 85,344 58,222 Operating lease right-of-use assets - net (Note 9) 17,291 15,131 Other assets: Goodwill (Note 5) 30,733 20,152 Other intangibles - net (Note 5) 23,831 31,023 Deferred tax assets (Note 14) 24 37,242 Other assets 2,355 1,346 TOTAL ASSETS $ 365,310 $ 342,595 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 48,782 $ 41,411 Deferred revenue (Note 4) 19,452 13,411 Accrued payroll and employee benefits 10,558 9,517 Current portion of accrued settlement (Note 18) 8,000 8,000 Current maturities of long-term debt (Note 10) 127 98 Other accrued liabilities 16,192 13,757 Total current liabilities 103,111 86,194 Long-term debt (Note 10) 91,752 31,153 Deferred tax liabilities (Note 14) 3,109 3,753 Long-term portion of accrued settlement (Note 18) 8,000 16,000 Long-term operating lease liabilities (Note 9) 14,163 12,279 Other long-term liabilities 7,577 9,606 Stockholders’ equity: Common stock, par value $ 0.01 , authorized 20,000,000 shares; shares issued at December 31, 2022 and December 31, 2021, 11,115,779 ; shares outstanding at December 31, 2022 and December 31, 2021, 10,776,827 and 10,670,343 , respectively (Note 11) 111 111 Paid-in capital 41,303 43,272 Retained earnings 123,169 168,733 Treasury stock - at cost, common stock, shares at December 31, 2022 and December 31, 2021, 338,952 and 445,436 , respectively (Note 11) ( 6,240 ) ( 10,179 ) Accumulated other comprehensive loss (Note 12) ( 21,165 ) ( 18,845 ) Total L.B. Foster Company stockholders’ equity 137,178 183,092 Noncontrolling interest 420 518 Total stockholders’ equity 137,598 183,610 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 365,310 $ 342,595 The accompanying notes are an integral part of these Consolidated Financial Statements. 31 Table of Contents L.B. FOSTER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share data) Year Ended December 31, 2022 2021 Sales of goods $ 436,821 $ 450,241 Sales of services 60,676 63,379 Total net sales (Note 4) 497,497 513,620 Cost of goods sold 355,106 374,366 Cost of services sold 52,780 52,952 Total cost of sales 407,886 427,318 Gross profit 89,611 86,302 Selling and administrative expenses 82,657 75,995 Amortization expense (Note 5) 6,144 5,836 Goodwill and long-lived assets impairment charges (Note 5) 8,016 — Operating (loss) income ( 7,206 ) 4,471 Interest expense - net 3,340 2,956 Other income - net (Note 19) ( 1,550 ) ( 3,075 ) (Loss) income before income taxes ( 8,996 ) 4,590 Income tax expense (Note 14) 36,681 1,119 Net (loss) income ( 45,677 ) 3,471 Net loss attributable to noncontrolling interest ( 113 ) ( 83 ) Net (loss) income attributable to L.B. Foster Company ( 45,564 ) 3,554 Discontinued operations: Income from discontinued operations before income taxes — 72 Income tax expense (Note 14) — — Income from discontinued operations — 72 Net (loss) income attributable to L.B. Foster Company $ ( 45,564 ) $ 3,626 Basic (loss) earnings per common share: From continuing operations $ ( 4.25 ) $ 0.33 From discontinued operations — 0.01 Basic (loss) earnings per common share (Note 13) $ ( 4.25 ) $ 0.34 Diluted (loss) earnings per common share: From continuing operations $ ( 4.25 ) $ 0.33 From discontinued operations — 0.01 Diluted (loss) earnings per common share (Note 13) $ ( 4.25 ) $ 0.34 The accompanying notes are an integral part of these Consolidated Financial Statements. 32 Table of Contents L.B. FOSTER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (In thousands) Year Ended December 31, 2022 2021 Net (loss) income from continuing operations $ ( 45,677 ) $ 3,471 Other comprehensive (loss) income, net of tax: Foreign currency translation adjustment ( 5,639 ) ( 920 ) Unrealized gain on cash flow hedges, net of tax expense of $ 0 and $ 44 , respectively 1,755 131 Cash flow hedges reclassified to earnings, net of tax expense of $ 0 and $ 235 , respectively 159 703 Pension and post-retirement benefit plans benefit, net of tax benefit of $ 357 and $ 422 , respectively 1,352 1,436 Reclassification of pension liability adjustments to earnings, net of tax expense of $ 6 and benefit of $ 19 , respectively* 53 55 Total comprehensive (loss) income from continuing operations ( 47,997 ) 4,876 Less comprehensive loss attributable to noncontrolling interest: Net loss attributable to noncontrolling interest ( 113 ) ( 83 ) Foreign currency translation adjustment 15 ( 18 ) Amounts attributable to noncontrolling interest ( 98 ) ( 101 ) Comprehensive (loss) income from continuing operations attributable to L.B. Foster Company $ ( 47,899 ) $ 4,977 * Reclassifications out of Accumulated other comprehensive loss for pension obligations are reflected in Selling and administrative expense. The accompanying notes are an integral part of these Consolidated Financial Statements. 33 Table of Contents L.B. FOSTER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES: (Loss) income from continuing operations $ ( 45,677 ) $ 3,471 Adjustments to reconcile net (loss) income to cash (used in) provided by continuing operating activities: Deferred income taxes 35,785 139 Depreciation 8,635 8,051 Amortization 6,144 5,836 Asset impairments 8,016 — Equity income in nonconsolidated investment ( 74 ) ( 7 ) (Gain) loss on sales and disposals of property, plant, and equipment ( 177 ) 51 Stock-based compensation 2,380 1,945 Loss (gain) on asset divestiture 214 ( 2,741 ) Change in operating assets and liabilities: Accounts receivable ( 25,061 ) 2,294 Contract assets ( 540 ) 1,325 Inventories ( 11,798 ) ( 3,973 ) Other current assets 3,555 367 Other noncurrent assets ( 2,136 ) 158 Accounts payable 10,066 ( 13,641 ) Deferred revenue 4,649 6,285 Accrued payroll and employee benefits 1,225 344 Accrued settlement ( 8,000 ) ( 8,000 ) Other current liabilities 876 ( 2,407 ) Other liabilities 1,342 ( 307 ) Net cash used in continuing operating activities ( 10,576 ) ( 810 ) Net cash used in discontinued operating activities — ( 253 ) CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from the sale of property, plant, and equipment 267 30 Capital expenditures on property, plant, and equipment ( 7,633 ) ( 4,620 ) Acquisitions, net of cash acquired ( 57,852 ) ( 229 ) Proceeds from asset divestiture 8,800 22,707 Capital contributions to nonconsolidated investment — ( 66 ) Net cash (used in) provided by continuing investing activities ( 56,418 ) 17,822 CASH FLOWS FROM FINANCING ACTIVITIES: Repayments of debt ( 188,437 ) ( 183,372 ) Proceeds from debt 249,269 169,637 Debt issuance costs ( 182 ) ( 406 ) Treasury stock acquisitions ( 410 ) ( 732 ) Investment of noncontrolling interest — 969 Net cash provided by (used in) continuing financing activities 60,240 ( 13,904 ) Effect of exchange rate changes on cash and cash equivalents ( 736 ) ( 47 ) Net (decrease) increase in cash and cash equivalents ( 7,490 ) 2,808 Cash and cash equivalents at beginning of period 10,372 7,564 Cash and cash equivalents at end of period $ 2,882 $ 10,372 Supplemental disclosure of cash flow information: Interest paid $ 2,701 $ 2,615 Income taxes (received) paid $ ( 5,007 ) $ 1,491 The accompanying notes are an integral part of these Consolidated Financial Statements. 34 Table of Contents L.B. FOSTER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands, except share data) Common Stock Paid-in Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Loss Noncontrolling Interest Total Balance, December 31, 2020 $ 111 $ 44,583 $ 165,107 $ ( 12,703 ) $ ( 20,268 ) $ — $ 176,830 Net income (loss) — — 3,626 — — ( 83 ) 3,543 Other comprehensive income, net of tax: Pension liability adjustment — — — — 1,491 — 1,491 Foreign currency translation adjustment — — — — ( 902 ) ( 18 ) ( 920 ) Unrealized derivative loss on cash flow hedges — — — — 131 — 131 Cash flow hedges reclassified to earnings — — — — 703 — 703 Issuance of 107,053 common shares, net of shares withheld for taxes — ( 3,256 ) — 2,524 — — ( 732 ) Stock-based compensation — 1,945 — — — — 1,945 Investment of noncontrolling interest — — — — 619 619 Balance, December 31, 2021 111 43,272 168,733 ( 10,179 ) ( 18,845 ) 518 183,610 Net loss — — ( 45,564 ) — — ( 113 ) ( 45,677 ) Other comprehensive loss, net of tax: Pension liability adjustment — — — — 1,405 — 1,405 Foreign currency translation adjustment — — — — ( 5,639 ) 15 ( 5,624 ) Unrealized derivative gain on cash flow hedges — — — — 1,755 — 1,755 Cash flow hedges reclassified to earnings — — — — 159 — 159 Issuance of 106,484 common shares, net of shares withheld for taxes — ( 4,349 ) — 3,939 — — ( 410 ) Stock-based compensation — 2,380 — — — — 2,380 Balance, December 31, 2022 $ 111 $ 41,303 $ 123,169 $ ( 6,240 ) $ ( 21,165 ) $ 420 $ 137,598 The accompanying notes are an integral part of these Consolidated Financial Statements. 35 Table of Contents L.B. FOSTER COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except share data unless otherwise noted) Note 1. Summary of Significant Accounting Policies Organization, operations, and basis of consolidation The consolidated financial statements include the accounts of L.B. Foster Company and its wholly-owned subsidiaries, joint ventures, and partnerships in which a controlling interest is held. Inter-company transactions and accounts have been eliminated. The Company utilizes the equity method of accounting for companies where its ownership is less than or equal to 50% and significant influence exists. L.B. Foster Company (together with its subsidiaries, the “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. The Company maintains locations in North America, South America, Europe, and Asia. The Company is organized and operates in three reporting segments: Rail, Technologies, and Services (“Rail”), Precast Concrete Products (“Precast”), and Steel Products and Measurement. The Rail segment is comprised of several manufacturing and distribution businesses that provide a variety of products and services for freight and passenger railroads and industrial companies throughout the world. The Precast segment is composed of five precast concrete manufacturing facilities across the United States (“U.S.”) providing engineered precast concrete solutions. The Steel Products and Measurement segment is composed of fabricated bridge, protective coating, threading, and precision measurement offerings across North America. On June 21, 2022, the Company acquired the stock of Skratch Enterprises Ltd. (“Skratch”) for $ 7,402 , which is inclusive of deferred payments withheld by the Company of $ 1,228 , to be paid over the next five years or utilized to satisfy post-closing working capital adjustments or indemnity claims under the purchase agreement. Skratch has been included in the Company’s Technology Services and Solutions business unit within the Rail segment. On August 1, 2022 the Company divested the assets of its Track Components business for $ 7,795 in cash proceeds, subject to indemnification obligations and working capital adjustments. The Track Components business was reported in the Rail Products business unit within the Rail segment. On August 12, 2022, the Company acquired the operating assets of VanHooseCo Precast LLC (“VanHooseCo”) for $ 52,146 , net of cash acquired at closing, subject to the finalization of net working capital adjustments. An amount equal to $ 2,500 of the purchase price was deposited into an escrow account to cover breaches of representations and warranties. VanHooseCo has been included in the Company’s Precast segment. On September 24, 2021, the Company completed the sale of its Piling Products business for $ 23,902 in total proceeds. The Company retained all pre-closing receivables and liabilities associated with the division. The sale included substantially all inventory associated with the division, as well as the related fixed assets. The Piling Products business was included in the Fabricated Steel Products business unit within the Steel Products and Measurement segment. Use of estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates, judgements, and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates and changes in these estimates are recorded when known. Significant accounting policies Cash and cash equivalents The Company considers cash and other instruments with maturities of three months or less when purchased to be cash and cash equivalents. The Company invests available funds in a manner to preserve investment principal and maintain liquidity, while seeking the highest yield available. Cash and cash equivalents held in non-domestic accounts were $ 2,012 and $ 6,168 as of December 31, 2022 and 2021, respectively. Accounts Receivable Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest. Credit is extended based upon an evaluation of the customer’s financial condition and, while collateral is not required, the Company periodically receives surety bonds that guarantee payment. Credit terms are consistent with industry standards and practices. Inventory Inventory is valued at the lower of average cost or net realizable value. Slow-moving inventory is reviewed and adjusted regularly, based upon product knowledge, physical inventory observation, inventory turnover, and the age of the inventory. Inventory contains product costs, including materials, inbound freight, direct labor, overhead costs relating to the manufacturing and distribution 36 Table of Contents of products, and absorption costs representing the excess manufacturing or production costs over the amounts charged to the cost of sales or services. Property, plant, and equipment Depreciation and amortization are provided on a straight-line basis over the estimated useful lives of 8 to 40 years for buildings and 2 to 50 years for machinery and equipment. Leasehold improvements are amortized over 7 to 19 years, which represent the lives of the respective leases or the lives of the improvements, whichever is shorter. Depreciation expense is recorded within “Cost of goods sold,” “Cost of services sold,” and “Selling and administrative expenses” on the Consolidated Statements of Operations based upon the particular asset’s use. The Company reviews a long-lived asset for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company recognizes an impairment loss if the carrying amount of a long-lived asset is not recoverable and exceeds its fair value. There were no material property, plant, and equipment impairments recorded for the years ended December 31, 2022 and 2021. Maintenance, repairs, and minor renewals are charged to operations as incurred. Major renewals and betterments that substantially extend the useful life of the property are capitalized at cost. Upon the sale or other disposition of assets, the costs and related accumulated depreciation and amortization are removed from the accounts and the resulting gain or loss, if any, is reflected in “Other income - net” in the Consolidated Statements of Operations. Allowance for credit losses The Company established the allowance for credit losses by calculating the amount to reserve based on the age of a given trade receivable and considering historical collection patterns, bad debt expense experience, current and expected market conditions, and any other relevant subjective adjustments as needed. Trade receivables are pooled within the calculation based on a range of ages, grouping receivables of similar credit risk together. Reserve thresholds to calculate the allowance for credit loss are based on historic collection patterns, bad debt expense incurred, and expected future trends of collections. Management maintains high-quality credit review practices and positive customer relationships that mitigate credit risks. The Company’s reserves are regularly reviewed and revised as necessary. Reserves for uncollectible accounts are recorded as part of “Selling and administrative expenses” in the Consolidated Statements of Operations. The Company has also established policies regarding allowance for credit losses associated with contract assets, which includes standalone reserve assessments for its long term, complex contracts as needed as well as detailed regular review and updates to contract margins, progress, and value. A standard reserve threshold is applied contract assets related to short term, less complex contracts. Management also regularly reviews collection patterns and future expected collections and makes necessary revisions to allowance for credit losses related to contract assets. Goodwill and other intangible assets Goodwill is the cost of an acquisition less the fair value of the identifiable net assets of the acquired business. Goodwill is tested annually for impairment or more often if there are indicators of impairment within a reporting unit. A reporting unit is an operating segment or a component of an operating segment for which discrete financial information is available and reviewed by management on a regular basis. There was no change to the reporting units as a result of the 2021 change in reporting segments. The goodwill impairment test involves comparing the fair value of a reporting unit to its carrying value, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss equal to the excess amount up to the goodwill balance is recorded as a component of operations. The Company performs its annual impairment tests in the fourth quarter. The Company’s fourth quarter 2022 annual test included the assessment of a quantitative analysis to determine whether it was more likely than not that the fair value of each reporting unit is less than its carrying value. The quantitative assessment considers fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company’s quantitative analysis considered and evaluated each of the three traditional approaches to value: the income approach, the market approach, and the asset approach. The Company primarily relied on the discounted cash flow method within the income approach to value the reporting units. Any impairment charges are based on both historic and future expected business results that no longer support the carrying value of the reporting unit. The Company also monitors the recoverability of the long-lived assets associated with certain reporting units of the Company and the long-term financial projections of the businesses to assess for asset impairment. The Company has no indefinite-lived intangible assets. The Company reviews a long-lived intangible asset for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. All intangible assets are amortized over their estimated useful lives. Environmental remediation and compliance Environmental remediation costs are accrued when a liability is probable and costs are estimable. Environmental compliance costs, which principally include the disposal of waste generated by routine operations, are expensed as incurred. Capitalized environmental costs, when appropriate, are depreciated over their useful life. Reserves are not reduced by potential claims for recovery and are not discounted. Claims for recovery are recognized as agreements are reached with third parties or as amounts are received. Reserves are periodically reviewed throughout the year and adjusted to reflect current remediation progress, prospective estimates of required activity, and other factors that may be relevant, including changes in technology or regulations. 37 Table of Contents Revenue recognition The Company’s revenues are comprised of product and service sales, including products and services provided under long-term agreements with its customers. All revenue is recognized when the Company satisfies its performance obligations under the respective contract, either implicit or explicit, by transferring the promised product or rendering a service to its customer either when or as its customer obtains control of the product or the service is rendered. Deferred revenue consists of customer billings or payments received for which the revenue recognition criteria have not yet been met as well as contract liabilities (billings in excess of costs) on over time contracts. Advance payments from customers typically relate to contracts for which the Company has significantly fulfilled its obligations, but due to the Company’s continuing involvement with the project, revenue is precluded from being recognized until the performance obligation is met for the customer. Product warranty The Company maintains a current warranty liability for the repair or replacement of defective products. For certain manufactured products, an accrual is made on a monthly basis as a percentage of cost of sales based upon historical experience. For long-lived construction products, a warranty is established when the claim is known and quantifiable. The product warranty accrual is periodically adjusted based on the identification or resolution of known individual product warranty claims or due to changes in the Company’s historical warranty experience. As of December 31, 2022 and 2021, the product warranty reserve was $ 870 and $ 1,042 , respectively. Income taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred taxes are measured using enacted tax laws and rates expected to be in effect when such differences are recovered or settled. The effect of a change in tax rates on deferred taxes is recognized in income in the period that includes the enactment date of the change. The Company has also elected to record income taxes associated with global intangible low-taxed income (“GILTI”) as period costs if and when incurred. The Company makes judgments regarding the recognition of deferred tax assets and the future realization of these assets. As prescribed by the FASB’s ASC 740, “Income Taxes” and applicable guidance, valuation allowances must be provided for those deferred tax assets for which it is more likely than not (a likelihood of more than 50%) that some portion or all of the deferred tax assets will not be realized. The guidance requires the Company to evaluate positive and negative evidence regarding the recoverability of deferred tax assets. The determination of whether the positive evidence outweighs the negative evidence and quantification of the valuation allowance requires the Company to make estimates and judgments of future financial results. The Company has concluded that for purposes of quantifying valuation allowances, it would be appropriate to consider the reversal of taxable temporary differences related to indefinite-lived intangible assets when assessing the realizability of deferred tax assets that upon reversal, would give rise to operating losses that do not expire. The Company evaluates all tax positions taken on its federal, state, and foreign tax filings to determine if the position is more likely than not to be sustained upon examination. For positions that meet the more likely than not to be sustained criteria, the largest amount of benefit to be realized upon ultimate settlement is determined on a cumulative probability basis. A previously recognized tax position is derecognized when it is subsequently determined that a tax position no longer meets the more likely than not threshold to be sustained. The evaluation of the sustainability of a tax position and the expected tax benefit is based on judgment, historical experience, and various other assumptions. Actual results could differ from those estimates upon subsequent resolution of identified matters. The Company accrues interest and penalties related to unrecognized tax benefits in its provision for income taxes. Foreign currency translation The assets and liabilities of the Company’s foreign subsidiaries are measured using the local currency as the functional currency and are translated into U.S. dollars at exchange rates as of the balance sheet date. Income statement amounts are translated at the weighted-average rates of exchange during the year. The translation adjustment is accumulated as a separate component of “Accumulated other comprehensive loss” within the Consolidated Balance Sheets. Foreign currency transaction gains and losses are included in “Other income or expense.” For the years ended December 31, 2022 and 2021, foreign currency transaction loss of $ 434 and $ 452 , respectively, were included in “Other income - net” in the Consolidated Statements of Operations. Research and development The Company expenses research and development costs as costs are incurred. For the years ended December 31, 2022 and 2021, research and development expenses were $ 2,219 and $ 2,233 , respectively, and were principally related to the Company’s friction management and railroad monitoring system products within the Rail segment. Recently issued accounting guidance In March 2020, the FASB issued Accounting Standards Update 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”), which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or by another reference rate expected to be discontinued. The amendments are effective for all 38 Table of Contents entities as of March 12, 2020 through December 31, 2022. The Company did not identify any material impact from the provision of ASU 2020-04 on its financial condition, results of operations, and cash flows. Note 2. Business Segments The Company is a global 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’ challenging requirements. The Company maintains locations in North America, South America, Europe, and Asia where it markets its products and services primarily through an internal sales force. The Company has three reporting segments: the Rail, Technologies, and Services segment, the Precast Concrete Products segment, and the Steel Products and Measurement segment. The Company’s segments represent components of the Company (a) that engage in activities from which revenue is generated and expenses are incurred, (b) whose operating results are regularly reviewed by the Chief Operating Decision Maker (“CODM”), who uses such information to make decisions about resources to be allocated to the segments, and (c) for which discrete financial information is available. Operating segments are evaluated on their segment profit contribution to the Company’s consolidated results. The Company considers the aggregation of operating segments into reporting segments based on nature of offerings, nature of production services, the type or class of customer for products and services, methods used to distribute products and services, and economic and regulatory environment conditions. The Company’s Rail, Technologies, and Services reporting segment is the aggregation of the Rail Products and Global Friction Management and the Technology Services and Solutions operating segments, which was evaluated based on the factors outlined above. The Rail, Technologies, and Services reporting segment engineers, manufactures, and assembles friction management products and railway wayside data collection, application systems, railroad condition monitoring systems and equipment, wheel impact load detection systems, management systems, and provides services for these products. The Rail, Technologies, and Services segment also provides a full line of new and used rail, trackwork, and accessories to railroads, mines, and other customers in the rail industry as well as designs and produces insulated rail joints, power rail, track fasteners, concrete railroad ties, coverboards, and special accessories for mass transit and other rail systems. In addition, the Rail, Technologies, and Services segment provides controls, display, and telecommunication contract management solutions for the transit, control room, and customer information and display sectors to enhance safety, operational efficiency, and customer experience. On June 21, 2022, the Company acquired the stock of Skratch, located in Telford, United Kingdom, which offers a single-point supply solution model for clients, and enabling 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. Skratch has been included in the Company’s Technology Services and Solutions business unit within the Rail, Technologies, and Services segment. Additionally, on August 1, 2022, the Company divested its Track Components business located in St-Jean-sur-Richelieu, Quebec, Canada, which resulted in a pre-tax loss of $ 467 . Results of the Track Components business are included in the Company’s Rail Products business unit within the Rail, Technologies, and Services segment. The Company’s Precast Concrete Products segment produces precast concrete buildings and a variety of specialty precast concrete products for use in several infrastructure end markets, including transportation and general infrastructure. Precast concrete buildings are primarily used as restrooms, concession stands, and protective storage buildings in national, state, and municipal parks, while other precast products include sound walls, bridge beams, box culverts, septic tanks, and other custom pre-stressed products. On August 12, 2022, the Company acquired the operating assets of VanHooseCo, a privately-held business headquartered in Loudon, Tennessee, specializing in precast concrete walls, water management products, and traditional precast products for the industrial, commercial, and residential infrastructure markets and has been included in the Precast Concrete Products segment. The Company’s Steel Products and Measurement segment sells bridge decking, bridge railing, structural steel fabrications, expansion joints, bridge forms and other products for highway construction and repair. This segment also produces threaded pipe products for industrial water well and irrigation markets as well as the oil and gas markets. Lastly, this segment provides pipe coatings for oil and gas pipelines and utilities, precision measurement systems for the oil and gas market. On September 24, 2021, the Company completed the sale of its Piling Products business. The Company retained all pre-closing receivables and liabilities associated with the business. The sale included substantially all inventory and fixed assets held by the Company associated with the division. Results of the Piling Products business were included in the Company’s Steel Products and Measurement segment. Segment profit from operations includes allocated corporate operating expenses. Operating expenses related to corporate headquarter functions were allocated to each segment based on segment headcount, revenue contribution, or activity of the business units within the segments, based on the corporate activity type provided to the segment. The expense allocation excludes certain corporate costs that are separately managed from the segments. Other income and expenses, interest, income taxes, and certain other items are managed on a consolidated basis. Management believes the allocation of corporate operating expenses provides an accurate presentation of how the segments utilize corporate support activities. This provides the CODM meaningful segment profitability information to support operating decisions and the allocation of resources. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies found in Note 1. 39 Table of Contents The operating results and assets of the Company’s reportable segments were as follows as of and for the year ended December 31, 2022: 2022 Net Sales Segment Operating Profit (Loss) Segment Assets Depreciation/Amortization Expenditures for Long-Lived Assets Rail, Technologies, and Services $ 300,592 $ 11,454 $ 172,111 $ 5,620 $ 1,218 Precast Concrete Products 104,212 1,692 108,598 3,162 2,833 Steel Products and Measurement 92,693 ( 10,824 ) 54,516 4,502 267 Total $ 497,497 $ 2,322 $ 335,225 $ 13,284 $ 4,318 The operating results and assets of the Company’s reportable segments were as follows as of and for the year ended December 31, 2021: 2021 Net Sales Segment Operating Profit (Loss) Segment Assets Depreciation/Amortization Expenditures for Long-Lived Assets Rail, Technologies, and Services $ 299,749 $ 14,165 $ 171,608 $ 6,089 $ 1,081 Precast Concrete Products 70,990 1,545 48,740 1,716 2,441 Steel Products and Measurement 142,881 ( 2,402 ) 58,377 4,738 78 Total $ 513,620 $ 13,308 $ 278,725 $ 12,543 $ 3,600 During 2022 and 2021, no single customer accounted for more than 10% of the Company’s consolidated net sales. Sales between segments were immaterial and eliminated in consolidation. Reconciliations of reportable segment net sales, profits, assets, depreciation/amortization, and expenditures for long-lived assets to the Company’s consolidated totals are as follows as of and for the years ended December 31: 2022 2021 Income from operations: Total segment operating profit $ 2,322 $ 13,308 Interest expense - net ( 3,340 ) ( 2,956 ) Other income - net 1,550 3,075 Corporate expense and other unallocated charges ( 9,528 ) ( 8,837 ) (Loss) income from continuing operations before income taxes $ ( 8,996 ) $ 4,590 Assets: Total segment assets $ 335,225 $ 278,725 Unallocated corporate assets 30,085 63,870 Assets $ 365,310 $ 342,595 Depreciation/Amortization: Total segment depreciation/amortization $ 13,284 $ 12,543 Corporate depreciation/amortization 1,495 1,344 Depreciation/amortization $ 14,779 $ 13,887 Expenditures for Long-Lived Assets: Total segment expenditures for long-lived assets $ 4,318 $ 3,600 Corporate expenditures for long-lived assets 3,315 1,020 Expenditures for long-lived assets $ 7,633 $ 4,620 40 Table of Contents The following table summarizes the Company’s sales by major geographic region in which the Company had operations for the years ended December 31: 2022 2021 United States $ 378,339 $ 391,218 Canada 38,489 36,477 United Kingdom 46,590 57,600 Other 34,079 28,325 Total net sales $ 497,497 $ 513,620 The following table summarizes the Company’s long-lived assets by geographic region as of December 31: 2022 2021 United States $ 82,846 $ 53,527 Canada 110 2,597 United Kingdom 1,533 1,668 Other 855 430 Total property, plant, and equipment - net $ 85,344 $ 58,222 The following table summarizes the Company’s sales by major product and service line for the years ended December 31: December 31, 2022 2021 Rail Products and Global Friction Management $ 255,713 $ 248,237 Technology Services and Solutions 44,879 51,512 Rail, Technologies, and Services 300,592 299,749 Precast Concrete Buildings 61,143 55,993 Other Precast Concrete Products 43,069 14,997 Precast Concrete Products 104,212 70,990 Coatings and Measurement 38,329 27,833 Fabricated Steel Products 54,364 115,048 Steel Products and Measurement 92,693 142,881 Total net sales $ 497,497 $ 513,620 Note 3. Acquisitions and Divestitures Skratch Enterprises Ltd. On June 21, 2022, the Company acquired the stock of Skratch for $ 7,402 , which is inclusive of deferred payments withheld by the Company of $ 1,228 , to be paid over the next five years or utilized to satisfy post-closing working capital adjustments or indemnity claims under the purchase agreement. 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. Skratch has been included in the Company’s Technology Services and Solutions business unit within the Rail, Technologies, and Services segment. VanHooseCo Precast LLC On August 12, 2022, the Company acquired the operating assets of VanHooseCo, a privately-held business headquartered in Loudon, Tennessee specializing in precast concrete walls, water management products, and traditional precast products for the industrial, commercial, and residential infrastructure markets. The Company acquired VanHooseCo for $ 52,146 , net of cash acquired at closing, subject to the finalization of net working capital adjustments. An amount equal to $ 2,500 of the purchase price was deposited in an escrow account in order to cover breaches of representations and warranties. The acquisition agreement includes two employment agreements whereby principals have the ability to earn up to an additional $ 1,000 dependent upon the successful completion of the principals’ employment agreements. VanHooseCo has been included in the Company’s Precast Concrete Products segment. Acquisition Summary Each transaction was accounted for under the acquisition method of accounting under U.S. GAAP which requires an acquiring entity to recognize, with limited exceptions, all of the assets acquired and liabilities assumed in a transaction at fair value as of the 41 Table of Contents acquisition date. Goodwill primarily represents the value paid for each acquisition’s enhancement to the Company’s product and service offerings and capabilities, as well as a premium payment related to the ability to control the acquired assets, as well as the assembled workforce provided. Acquisition costs for the year ended December 31, 2022 were $ 2,043 and were recognized as part of the Company’s selling and administrative expenses. VanHooseCo contributed net sales of $ 17,788 and operating profit of $ 1,555 to the Company’s consolidated results for the period from August 12, 2022 through December 31, 2022. The table below summarizes the Company’s results as though the VanHooseCo acquisition had been completed on January 1, 2022. Certain of VanHooseCo’s historical amounts were reclassified to conform to the Company’s financial presentation of operations, which included recording inventory and property, plant, and equipment at fair market value, to establish intangible assets, to remove deferred compensation expense, and to include interest expense for the additional borrowings. The following unaudited pro forma information is provided for informational purposes only and does not represent what consolidated results of operations would have been had the VanHooseCo acquisition occurred on January 1, 2021 nor are they necessarily indicative of future consolidated results of operations. Year Ended December 31, 2022 2021 Unaudited Net sales $ 522,997 $ 540,359 Net (loss) income attributable to L.B. Foster Company ( 44,564 ) 2,223 Diluted (loss) earnings per share As reported $ ( 4.25 ) $ 0.33 Pro forma $ ( 4.16 ) $ 0.21 The following table summarizes estimated fair values of the assets acquired and liabilities assumed at the date of the VanHooseCo and Skratch acquisitions: Allocation of purchase price VanHooseCo Skratch Current assets, net of cash acquired on the acquisition date $ 11,138 $ 1,129 Property, plant, and equipment 30,410 174 Goodwill 8,221 5,549 Other intangibles 5,442 1,750 Liabilities assumed ( 3,065 ) ( 1,200 ) Total $ 52,146 $ 7,402 The following table summarizes estimates of the fair values of the VanHooseCo and Skratch identifiable intangible assets acquired: VanHooseCo Skratch Identifiable intangible assets Weighted Average Amortization Period In Years Net Carrying Amount Weighted Average Amortization Period In Years Net Carrying Amount Non-compete agreements 0 $ — 1 $ 27 Customer relationships 5 3,578 3 1,349 Trademarks and trade names 10 1,537 10 374 Favorable lease 6 327 0 — Total $ 5,442 $ 1,750 The Company made an allocation of the purchase price for the VanHooseCo and Skratch acquisitions as of the acquisition date based on its understanding of the fair value of the acquired assets and assumed liabilities. These fair value measurements are classified as Level 3 in the fair value hierarchy. See Note 16 for a description of the fair value hierarchy. Due to the timing of the acquisitions, values shown in the table above are preliminary. If new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement recognized for assets or liabilities assumed, the Company will retrospectively adjust the amounts recognized as of the acquisition date. 42 Table of Contents Divestiture Summary On August 1, 2022, the Company divested its Track Components business located in St-Jean-sur-Richelieu, Quebec, Canada. Cash proceeds from the transaction were $ 7,795 , subject to indemnification obligations and working capital adjustments, resulting in a pre-tax loss of $ 467 . The Track Components business was reported in the Rail Products business unit within the Rail, Technologies, and Services segment. On September 24, 2021, the Company executed the sale of its Piling Products division for $ 23,902 in total proceeds resulting in a pre-tax gain of $ 3,230 . The Piling Products division was included in the Fabricated Steel Products business unit within the Steel Products and Measurement segment. Note 4. Revenue The Company’s revenues are comprised of product and service sales, including products and services provided under long-term agreements with its customers. All revenue is recognized when the Company satisfies its performance obligations under the contract, either implicit or explicit, by transferring the promised product or rendering a service to its customer either when or as its customer obtains control of the product or as the service is rendered. A performance obligation is a promise in a contract to transfer a distinct product or render a specific service to a customer. A contract’s transaction price is allocated to each distinct performance obligation. The majority of the Company’s contracts have a single performance obligation, as the promise to transfer products or render services is not separately identifiable from other promises in the contract and, therefore, not distinct. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or providing services. Revenue is recorded net of returns, allowances, customer discounts, and incentives. Sales, value added, and other taxes collected from customers and remitted to governmental authorities are accounted for on a net (excluded from revenues) basis. Shipping and handling costs are included in cost of goods sold. The Company’s performance obligations under long-term agreements with its customers are generally satisfied over time. Over time revenue is primarily comprised of transit infrastructure projects within the Rail segment, precast concrete buildings within the Precast Concrete Products segment, and long-term bridge projects within the Fabricated Steel Products division and custom precision metering systems within the Coatings and Measurement division in the Steel Products and Measurement segment. Revenue under these long-term agreements is generally recognized over time either using an input measure based upon the proportion of actual costs incurred to estimated total project costs or an input measure based upon actual labor costs as a percentage of estimated total labor costs, depending upon which measure the Company believes best depicts the Company’s performance to date under the terms of the contract. A certain portion of the Company’s revenue recognized over time under these long-term agreements is recognized using an output method, specifically units delivered, based upon certain customer acceptance and delivery requirements. The Company records contract liabilities in “Deferred revenue” within the Consolidated Balance Sheets. Deferred revenue of $ 19,452 and $ 13,411 as of December 31, 2022 and 2021, respectively, consisted of customer billings or payments received for which the revenue recognition criteria had not yet been met as well as contract liabilities (billings in excess of costs) on over time revenue projects. For the years ended December 31, 2022 and 2021, revenue recognized over time was as follows: Year Ended December 31, Percentage of Total Net Sales Year Ended December 31, 2022 2021 2022 2021 Over time input method $ 67,116 $ 100,787 13.5 % 19.6 % Over time output method 68,794 52,844 13.8 10.3 Total over time sales $ 135,910 $ 153,631 27.3 % 29.9 % Accounting for these long-term agreements involves the use of various techniques to estimate total revenues and costs. The Company estimates profit on these long-term agreements as the difference between total estimated revenues and expected costs to complete a contract and recognizes that profit over the life of the contract. Contract estimates are based on various assumptions to project the outcome of future events that may span several years. These assumptions include, among other things, labor productivity, cost and availability of materials, and timing of funding by customers. The nature of these long-term agreements may give rise to several types of variable consideration, such as claims, awards, and incentive fees. Contract estimates may include additional revenue for submitted contract modifications if there exists an enforceable right to the modification, the amount can be reasonably estimated, and its realization is probable. These estimates are based on historical collection experience, anticipated performance, and the Company’s best judgment at that time. These amounts are generally included in the contract’s transaction price and are allocated over the remaining performance obligations. Changes in judgments related to the estimates above, customer disputes, or changes in contract terms could impact the timing and amount of revenue recognized and, accordingly, the timing and amount of associated income. In the event that a contract loss becomes known, the entire amount of the estimated loss is recognized in the Consolidated Statements of Operations. The majority of the Company’s revenue is from products transferred and services rendered to customers at a point in time, which is inherent in all major product and service categories. Point in time revenue accounted for 72.7 % and 70.1 % of revenue for the years ended December 31, 2022 and 2021, respectively. The Company recognizes revenue at the point in time in which the customer 43 Table of Contents obtains control of the product or service, which is generally when product title passes to the customer upon shipment or the service has been rendered to the customer. In limited cases, title does not transfer upon shipment and revenue is not recognized until the customer has received the products at a designated physical location. For the years ended December 31, 2022 and 2021, net sales by the timing of the transfer of goods and services were as follows: Year Ended December 31, 2022 Rail, Technologies, and Services Precast Concrete Products Steel Products and Measurement Total Point in time $ 241,759 $ 43,069 $ 76,759 $ 361,587 Over time 58,833 61,143 15,934 135,910 Total net sales $ 300,592 $ 104,212 $ 92,693 $ 497,497 Year Ended December 31, 2021 Rail, Technologies, and Services Precast Concrete Products Steel Products and Measurement Total Point in time $ 232,880 $ 21,351 $ 105,758 $ 359,989 Over time 66,869 49,639 37,123 153,631 Total net sales $ 299,749 $ 70,990 $ 142,881 $ 513,620 See Note 2 for additional information for the Company’s net sales by major product and service category. The timing of revenue recognition, billings, and cash collections results in billed receivables, costs in excess of billings (contract assets), and billings in excess of costs (contract liabilities), included in deferred revenue on the Consolidated Balance Sheets. As of December 31, 2022 and 2021, the Company's contract asset balances were $ 33,613 and $ 36,179 , respectively, with significant changes during the year due to transfers of contract assets to receivables of $ 15,018 and $ 24,501 , respectively. As of December 31, 2022 and 2021, contract liabilities, recorded within deferred revenue, were $ 6,781 and $ 3,245 , respectively. Advanced payments from customers typically relate to contracts with respect to which the Company has significantly fulfilled its obligations, but due to the Company’s continuing involvement with the project, revenue is not recognized until title, ownership, and risk of loss have passed to the customer. Significant changes in contract liabilities during the year ended December 31, 2022 and 2021 included increases of $ 2,910 and $ 3,245 , respectively, due to billings in excess of costs, excluding amounts recognized as revenue during the period. During the years ended December 31, 2022 and 2021, contract liabilities were reduced due to revenue recognized of $ 2,665 and $ 917 , respectively, from contract liability balances. As of December 31, 2022, the Company had approximately $ 272,251 of remaining performance obligations, which is also referred to as backlog. Approximately 8.3 % of the backlog as of December 31, 2022 was related to projects that are anticipated to extend beyond December 31, 2023. Note 5. Goodwill and Other Intangible Assets As of December 31, 2022 and 2021, the following table represents the goodwill balance by reportable segment: Rail, Technologies, and Services Precast Concrete Products Steel Products and Measurement Total Balance as of December 31, 2020: $ 14,743 $ 2,586 $ 3,011 $ 20,340 Acquisitions — ( 22 ) — ( 22 ) Foreign currency translation impact ( 166 ) — — ( 166 ) Balance as of December 31, 2021: 14,577 2,564 3,011 20,152 Acquisitions 5,549 8,221 — 13,770 Foreign currency translation impact ( 178 ) — — ( 178 ) Impairment charges — — ( 3,011 ) ( 3,011 ) Balance as of December 31, 2022: $ 19,948 $ 10,785 $ — $ 30,733 In conjunction with our annual goodwill impairment test performed during the fourth quarter of 2022, the Company determined it was necessary to perform a quantitative test for impairment of goodwill due to weakened economic conditions, unfavorable changes in foreign exchange rates, and recent increases in the cost of certain materials, labor, and other inflation-related pressures unfavorably impacted the financial results. The Company determined the implied fair values of its reporting units by using Level 3 unobservable inputs, which incorporated assumptions that we believe would be a reasonable market participant’s view in a hypothetical purchase, to develop the discounted cash flows of the respective reporting units. Significant Level 3 inputs included estimates of future revenue growth, gross margin, and earnings before interest, taxes, depreciation, and amortization (“EBITDA”). The results of the test indicated that the 44 Table of Contents Fabricated Bridge Products reporting unit’s respective fair value was less than its carrying value. All other reporting units that maintain goodwill adequately exceeded their carrying value and were not subject to impairment. However, headroom in the Rail Technologies and Precast Concrete Products reporting units indicate that should results or future projections diverge from current expectations, the reporting units could be subject to future impairment. As a result of the procedures performed as outlined above, the Company impaired 100 % of goodwill held in the Fabricated Bridge reporting unit in the fourth quarter of 2022, resulting in a non-cash pre-tax impairment charge of $ 3,011 . As of December 31, 2022 and 2021, the components of the Company’s intangible assets were as follows: December 31, 2022 Weighted Average Amortization Period In Years Gross Carrying Value Accumulated Amortization Net Carrying Amount Non-compete agreements 1 $ 27 $ ( 16 ) $ 11 Patents 10 330 ( 187 ) 143 Customer relationships 16 27,184 ( 14,129 ) 13,055 Trademarks and trade names 16 7,933 ( 3,989 ) 3,944 Technology 14 32,201 ( 25,827 ) 6,374 Favorable lease 6 327 ( 23 ) 304 $ 68,002 $ ( 44,171 ) $ 23,831 December 31, 2021 Weighted Average Amortization Period In Years Gross Carrying Value Accumulated Amortization Net Carrying Amount Patents 10 $ 385 $ ( 218 ) $ 167 Customer relationships 18 36,163 ( 18,222 ) 17,941 Trademarks and trade names 16 7,801 ( 4,702 ) 3,099 Technology 13 35,772 ( 25,956 ) 9,816 $ 80,121 $ ( 49,098 ) $ 31,023 Intangible assets are amortized over their useful lives ranging from 1 to 25 years, with a total weighted average amortization period of approximately 15 years. Amortization expense for the years ended December 31, 2022 and 2021 were $ 6,144 and $ 5,836 , respectively. During the year ended December 31, 2022, the Company’s gross carrying value of customer relationships and technology intangible assets were reduced by $ 5,448 and $ 471 , respectively, and the net carrying amount of customer relationships and technology intangible assets were reduced by $ 2,869 and $ 7 , respectively, as a result of the August 1, 2022 disposition of the Track Components business. Estimated annual amortization expense for the years ending December 31, 2023 and thereafter is as follows: Year Ending December 31, 2023 $ 5,268 2024 4,273 2025 2,878 2026 2,268 2027 1,953 2028 and thereafter 7,191 $ 23,831 During the year ended December 31, 2022, management performed a recoverability test on a reporting unit for which there was an indication that it was more likely that not that the carrying value of the long-lived asset group would not be recoverable. The results of this test concluded that the long-lived assets associated with the Company’s Precision Measurement Products and Systems business based in Willis, TX, which resides in the Steel Products and Measurement segment, had carrying values in excess of their fair value. Based on third party valuation and appraisal reports, the Company developed a reasonable fair value of the long-lived assets for this reporting unit. As a result of the analysis and valuation exercises performed, in the fourth quarter of 2022, the Company recorded $ 4,883 in non-cash, pre-tax impairment charges associated with the reporting unit’s intangible assets, equal to 100% of their carrying value. Impairment was inclusive of $ 3,828 , $ 394 , and $ 661 related to customer relationships, trade name, and developed technology, respectively. 45 Table of Contents Note 6. Accounts Receivable Accounts receivable as of December 31, 2022 and 2021 are summarized as follows: December 31, 2022 2021 Accounts receivable $ 83,268 $ 56,458 Allowance for credit losses ( 813 ) ( 547 ) Accounts receivable - net $ 82,455 $ 55,911 Changes in reserves for uncollectible accounts are recorded as part of “Selling and administrative expenses” in the Consolidated Statements of Operations, and were an expense of $ 382 and income of $ 87 for the years ended December 31, 2022 and 2021, respectively. The following table sets forth the Company’s allowance for credit losses: Allowance for Credit Losses December 31, 2021 $ 547 Current period provision 382 Write-off against allowance ( 116 ) December 31, 2022 $ 813 Note 7. Inventory Inventory is valued at average cost or net realizable value, whichever is lower. The Company’s components of inventory as of December 31, 2022 and 2021 are summarized in the following table: December 31, 2022 2021 Finished goods $ 41,431 $ 23,822 Work-in-process 9,693 10,738 Raw materials 24,597 28,311 Inventories - net $ 75,721 $ 62,871 Note 8. Property, Plant, and Equipment Property, plant, and equipment as of December 31, 2022 and 2021 consisted of the following: December 31, 2022 2021 Land $ 5,284 $ 6,224 Improvements to land and leaseholds 19,956 15,416 Buildings 34,814 27,206 Machinery and equipment, including equipment under finance leases 123,806 112,021 Construction in progress 5,552 1,194 Gross property, plant, and equipment 189,412 162,061 Less: accumulated depreciation and amortization, including accumulated amortization of finance leases ( 104,068 ) ( 103,839 ) Property, plant, and equipment - net $ 85,344 $ 58,222 Depreciation expense, including amortization of assets under finance leases, for the years ended December 31, 2022 and 2021 amounted to $ 8,635 and $ 8,051 , respectively. There were no material property, plant, and equipment impairments recorded for the year ended December 31, 2022 and 2021. Note 9. Leases The Company determines if an arrangement is a lease at its inception. Operating leases are included in “Operating lease right-of-use assets,” “Other current liabilities,” and “Long-term operating lease liabilities” within the Consolidated Balance Sheets. Finance leases are included in “Property, plant, and equipment - net,” “Current maturities of long-term debt,” and “Long-term debt” in the Consolidated Balance Sheets. 46 Table of Contents Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of the lease payments. The Company uses the implicit rate when readily determinable. The operating lease right-of-use asset also includes indirect costs incurred and lease payments made prior to the commencement date, less any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease and will be recognized when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components that it accounts for as a single lease component. Also, for certain equipment leases, the Company applies a portfolio approach to effectively account for the operating lease right-of-use assets and liabilities. The Company has operating and finance leases for manufacturing facilities, corporate offices, sales offices, vehicles, and certain equipment. As of December 31, 2022, its leases had remaining lease terms of 2 to 12 years, some of which include options to extend the leases for up to 12 years, and some of which include options to terminate the leases within 1 year. The balance sheet components of the leases were as follows as of December 31, 2022 and 2021: December 31, 2022 December 31, 2021 Operating leases Operating lease right-of-use assets $ 17,291 $ 15,131 Other current liabilities $ 3,128 $ 2,852 Long-term operating lease liabilities 14,163 12,279 Total operating lease liabilities $ 17,291 $ 15,131 Finance leases Property, plant, and equipment $ 1,442 $ 1,162 Accumulated amortization ( 1,130 ) ( 1,011 ) Property, plant, and equipment - net $ 312 $ 151 Current maturities of long-term debt $ 127 $ 98 Long-term debt 185 53 Total finance lease liabilities $ 312 $ 151 The components of lease expense within the Consolidated Statements of Operations were as follows for the years ended December 31, 2022 and 2021: Year Ended December 31, 2022 2021 Finance lease cost: Amortization of finance leases $ 177 $ 203 Interest on lease liabilities 34 82 Operating lease cost 2,891 2,784 Sublease income ( 200 ) ( 200 ) Total lease cost $ 2,902 $ 2,869 The cash flow components of the leases were as follows for the years ended December 31, 2022 and 2021: Year Ended December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ ( 3,440 ) $ ( 3,342 ) Financing cash flows from finance leases ( 164 ) ( 221 ) Right-of-use assets obtained in exchange for new lease liabilities: Operating leases $ 5,257 $ 1,847 47 Table of Contents The weighted-average remaining lease term (in years) and discount rate related to the operating leases were as follows for the periods presented: December 31, 2022 2021 Operating lease weighted-average remaining lease term 7 6 Operating lease weighted-average discount rate 5.2 % 5.2 % Finance lease weighted-average remaining lease term 2 1 Finance lease weighted-average discount rate 3.7 % 4.1 % As of December 31, 2022, estimated annual maturities of lease liabilities for the year ending December 31, 2023 and thereafter were as follows: Year Ending December 31, Operating Leases Finance Leases 2023 $ 4,002 $ 160 2024 3,620 112 2025 3,043 76 2026 2,811 6 2027 2,007 — 2028 and thereafter 4,988 — 20,471 354 Interest ( 3,180 ) ( 42 ) Total $ 17,291 $ 312 Note 10. Long-Term Debt and Related Matters Long-term debt as of December 31, 2022 and 2021 consisted of the following: December 31, 2022 2021 Revolving credit facility with an interest rate of 6.93 % as of December 31, 2022 and 1.61 % as of December 31, 2021 $ 91,567 $ 31,100 Lease obligations payable in installments through 2024 with a weighted average interest rate of 4.80 % as of December 31, 2022 and 4.14 % as of December 31, 2021 312 151 Total debt 91,879 31,251 Less: current maturities ( 127 ) ( 98 ) Long-term portion $ 91,752 $ 31,153 The expected maturities of long-term debt for December 31, 2023 and thereafter are as follows: Year Ending December 31, 2023 $ 127 2024 101 2025 75 2026 91,576 2027 — 2028 and thereafter — Total $ 91,879 Borrowings 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 revolving credit facility, as amended, on terms more favorable to the Company and extends the maturity date 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 (a $ 15,000 increase over the previous commitment) with a sublimit of the equivalent of $ 25,000 U.S. dollars that is available to the Canadian and United Kingdom 48 Table of Contents 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. The obligation of the Company and its domestic, Canadian, and United Kingdom subsidiaries (the “Guarantors”) under the Credit Agreement will be secured by the grant of a security interest by the Borrowers and Guarantors in substantially all of the assets owned by such entities. Additionally, the equity interests in each of the loan parties, other than the Company, and the equity interests held by each loan party in their subsidiaries, will be pledged to the lenders as collateral for the lending obligations. Prior to the Credit Agreement's amendment on August 12, 2022, borrowings under the Credit Agreement were subject to interest at rates based upon either the base rate or LIBOR rate plus applicable margins. Applicable margins were dictated by the ratio of the Company’s total net indebtedness to the Company’s consolidated EBITDA for four trailing quarters, as defined in the Credit Agreement. The base rate was the highest of (a) the Overnight Bank Funding Rate plus 50 basis points, (b) the Prime Rate, or (c) the Daily LIBOR rate plus 100 basis points so long as the Daily LIBOR Rate is offered, ascertainable, and not unlawful (each as defined in the Credit Agreement). The base rate and LIBOR rate spreads ranged from 25 to 125 basis points and 125 to 225 basis points, respectively. The Credit Agreement includes two financial covenants: (a) Maximum Gross Leverage Ratio, defined as the Company’s consolidated Indebtedness (as defined in the Credit Agreement) divided by the Company’s consolidated EBITDA, which must not exceed (i) 3.25 to 1.00 for all testing periods other than during an Acquisition Period, and (ii) 3.50 to 1.00 for all testing periods occurring during an Acquisition Period (as defined in the Credit Agreement), and (b) Minimum Consolidated Fixed Charge Coverage Ratio, defined as the Company’s consolidated EBITDA divided by the Company’s Fixed Charges (as defined in the Credit Agreement), which must be more than 1.05 to 1.00. The Credit Agreement permits the Company to pay dividends and make distributions and redemptions with respect to its stock provided no event of default or potential default (as defined in the Credit Agreement) has occurred prior to or after giving effect to the dividend, distribution, or redemption. Additionally, the Credit Agreement permits the Company to complete acquisitions so long as (a) no event of default or potential default has occurred prior to or as a result of such acquisition; (b) the liquidity of the Borrowers is not less than $ 15,000 prior to and after giving effect to such acquisition; and (c) the aggregate consideration for the acquisition does not exceed: (i) $ 50,000 per acquisition, so long as the Gross Leverage Ratio (as defined in the Credit Agreement) is less than or equal to 2.75 after giving effect to such acquisition; or (ii) $ 75,000 per acquisition, so long as the Gross Leverage Ratio is less than or equal to 1.75 after giving effect to such acquisition. Other restrictions exist at all times including, but not limited to, limitations on the Company’s sale of assets and the incurrence by either the Borrowers or the non-borrower subsidiaries of the Company of other indebtedness, guarantees, and liens. On August 12, 2022, the Company entered into a second amendment to its Credit Agreement (the “Second Amendment”) to obtain approval for the VanhooseCo acquisition and temporarily modify certain financial covenants to accommodate the transaction. The Second Amendment permitted the Company to acquire the operating assets of VanHooseCo and modified the Maximum Gross Leverage Ratio covenant through June 30, 2023 to accommodate the transaction. The Second Amendment also added an additional tier to the pricing grid and provided for the conversion from LIBOR-based to SOFR-based borrowings. Borrowings under the Credit Agreement as amended, will bear interest at rates based upon either the base rate or SOFR rate plus applicable margins. Applicable margins are dictated by the ratio of the Company’s total net indebtedness to the Company’s consolidated EBITDA for four trailing quarters, as defined in the Credit Agreement. The base rate is the highest of (a) the Overnight Bank Funding Rate plus 50 basis points, (b) the Prime Rate, or (c) the Daily Simple SOFR rate plus 100 basis points so long as the Daily Simple SOFR rate is offered, ascertainable, and not unlawful (each as defined in the Credit Agreement). The base rate and LIBOR rate spreads range from 25 to 150 basis points and 125 to 250 basis points, respectively. As of December 31, 2022, the Company was in compliance with the covenants in the Credit Agreement, as amended. As of December 31, 2022 and 2021, the Company had outstanding letters of credit of approximately $ 619 and $ 544 , respectively, and had net available borrowing capacity of $ 37,814 and $ 98,356 , respectively, subject to covenant restrictions. The maturity date of the facility is August 13, 2026. Note 11. Stockholders’ Equity The Company had authorized shares of 20,000,000 in common stock with 11,115,779 shares issued as of December 31, 2022 and 2021. The common stock has a par value of $ 0.01 per share and the Company did not make any dividend payments during the years ended December 31, 2022 and 2021. As of December 31, 2022 and 2021, the Company withheld 27,636 and 45,288 shares for approximately $ 410 and $ 732 , respectively, from employees to pay their withholding taxes in connection with the vesting of restricted stock awards. There were no shares repurchased or dividends declared during the years ended December 31, 2022 and 2021. 49 Table of Contents Common Stock Treasury Outstanding (Number of Shares) Balance at end of 2020 552,489 10,563,290 Issued for stock-based compensation plans ( 107,053 ) 107,053 Balance at end of 2021 445,436 10,670,343 Issued for stock-based compensation plans ( 106,484 ) 106,484 Balance at end of 2022 338,952 10,776,827 Note 12. Accumulated Other Comprehensive Loss The components of accumulated other comprehensive loss, net of tax, for the years ended December 31, 2022 and 2021, were as follows: December 31, 2022 2021 Pension and post-retirement benefit plan adjustments $ ( 1,112 ) $ ( 2,517 ) Unrealized income on interest rate swap contracts 1,982 68 Foreign currency translation adjustments ( 22,035 ) ( 16,396 ) Accumulated other comprehensive loss $ ( 21,165 ) $ ( 18,845 ) Foreign currency translation adjustments are generally not adjusted for income taxes as they relate to indefinite investments in non-U.S. subsidiaries. See Note 14 for further information. Note 13. Earnings Per Common Share (Share amounts in thousands) The following table sets forth the computation of basic and diluted (loss) earnings per common share for the years ended December 31, 2022 and 2021: Year Ended December 31, 2022 2021 Numerator for basic and diluted (loss) earnings per common share: Net (loss) income from continuing operations attributable to L.B. Foster Company $ ( 45,564 ) $ 3,554 Income from discontinued operations — 72 Net (loss) income attributable to L.B. Foster Company $ ( 45,564 ) $ 3,626 Denominator: Weighted average shares outstanding 10,720 10,623 Denominator for basic earnings per common share 10,720 10,623 Effect of dilutive securities: Stock compensation plans — 129 Dilutive potential common shares — 129 Denominator for diluted earnings per common share - adjusted weighted average shares outstanding and assumed conversions 10,720 10,752 Basic (loss) earnings from continuing operations per common share $ ( 4.25 ) $ 0.33 Basic earnings from discontinued operations per common share — 0.01 Basic (loss) earnings per common share $ ( 4.25 ) $ 0.34 Diluted (loss) earnings from continuing operations per common share $ ( 4.25 ) $ 0.33 Diluted earnings from discontinued operations per common share — 0.01 Diluted (loss) earnings per common share $ ( 4.25 ) $ 0.34 There were 75 anti-dilutive shares for the year ended December 31, 2022. 50 Table of Contents Note 14. Income Taxes (Loss) i ncome from continuing operations before income taxes, as shown in the accompanying Consolidated Statements of Operations, includes the following components for the years ended December 31, 2022 and 2021: Year Ended December 31, 2022 2021 Domestic $ ( 5,074 ) $ 2,772 Foreign ( 3,922 ) 1,818 (Loss) income from continuing operations, before income taxes $ ( 8,996 ) $ 4,590 Significant components of the provision for income taxes for the years ended December 31, 2022 and 2021 were as follows: Year Ended December 31, 2022 2021 Current: Federal $ — $ — State 127 ( 237 ) Foreign 769 1,217 Total current 896 980 Deferred: Federal 28,287 ( 675 ) State 9,001 1,450 Foreign ( 1,503 ) ( 636 ) Total deferred 35,785 139 Total income tax expense $ 36,681 $ 1,119 The reconciliation of income tax computed at statutory rates to income tax expense for the years ended December 31, 2022 and 2021 is as follows: Year Ended December 31, 2022 2021 Amount Percent Amount Percent Statutory rate $ ( 1,889 ) 21.0 % $ 964 21.0 % Foreign tax rate differential ( 306 ) 3.4 20 0.4 State income taxes, net of federal benefit 327 ( 3.6 ) 132 2.9 Non-deductible expenses 200 ( 2.2 ) 153 3.3 Tax benefits related to disposition of the Test and Inspection Services business — — ( 2,130 ) ( 46.4 ) Income tax credits ( 261 ) 2.9 ( 227 ) ( 4.9 ) Change in income tax rates 176 ( 2.0 ) 379 8.3 Tax on unremitted foreign earnings 439 ( 4.9 ) ( 68 ) ( 1.5 ) Change in valuation allowance 37,895 ( 421.2 ) 1,807 39.4 Other 100 ( 1.1 ) 89 1.9 Total income tax expense / Effective rate $ 36,681 ( 407.7 ) % $ 1,119 24.4 % 51 Table of Contents Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2022 and 2021 were as follows: December 31, 2022 2021 Deferred tax assets: Goodwill and other intangibles $ 8,099 $ 7,047 Accrued settlement 3,915 6,000 Deferred compensation 2,396 2,165 Contingent liabilities 613 644 Net operating loss / tax credit carryforwards 30,812 28,932 Pension and post-retirement liability 297 1,218 Inventories 1,790 500 Warranty reserve 202 248 Accounts receivable 181 129 Interest deduction carryforward 775 161 Capitalized research expenditures 1,292 — Other 644 767 Total deferred tax assets 51,016 47,811 Less: valuation allowance ( 40,601 ) ( 3,290 ) Net deferred tax assets 10,415 44,521 Deferred tax liabilities: Goodwill and other intangibles ( 2,803 ) ( 3,814 ) Depreciation ( 9,434 ) ( 6,919 ) Unrealized income on interest rate swap contracts ( 472 ) — Unremitted earnings of foreign subsidiaries ( 625 ) ( 220 ) Other ( 166 ) ( 79 ) Total deferred tax liabilities ( 13,500 ) ( 11,032 ) Net deferred tax (liabilities) assets $ ( 3,085 ) $ 33,489 A valuation allowance is required to be established or maintained when, based on currently available information and other factors, it is more likely than not that all or a portion of a deferred tax asset will not be realized. The Company has considered all available evidence, both positive and negative, in assessing the need for a valuation allowance in each jurisdiction. The Company has reported cumulative financial losses in recent years, which is a significant piece of negative evidence that typically limits a Company’s ability to consider more subjective forms of evidence. Although many of our deferred tax assets have indefinite carryforward periods, we determined it was not appropriate to place significant weight on forecasted income in future periods given the subjective nature of such forecasts and our cumulative losses in recent years. A valuation allowance of $ 40,601 was recorded at December 31, 2022 to recognize only the amount of deferred tax assets more likely than not to be realized. The amount of deferred tax assets considered realizable, however, could be adjusted if objective negative evidence in the form of cumulative financial losses is no longer present, and additional weight is given to subjective evidence such as our projections for growth. As of December 31, 2022, the Company had a federal Net Operating Loss (“NOL”) carryforward of $ 96,034 , which is limited to 80% of taxable income annually, but may be carried forward indefinitely. The Company also has federal research tax credit carryforwards in the amount of $ 1,531 that will expire at various times from 2036 through 2042. Based on information available as of December 31, 2022, the Company believes it is more likely than not that the tax benefits from the federal loss carryforwards and research tax credit carryforwards will not be realized. In recognition of this risk, we have provided a full valuation allowance against deferred tax assets related to federal NOL and research tax credit carryforwards at December 31, 2022. As of December 31, 2022 and 2021, the tax benefit of NOL carryforwards available for state income tax purposes was $ 9,574 and $ 9,643 , respectively. Many state NOL carryforwards will expire in various years through 2042, while some may be carried forward indefinitely. Based on information available as of December 31, 2022, the Company believes it is more likely than not that the tax benefit from state operating loss carryforwards will not be realized. In recognition of this risk, the Company has provided a full valuation allowance against deferred tax assets related to state operating loss carryforwards as of December 31, 2022. As of December 31, 2022, the Company has NOL carryforwards in certain foreign jurisdictions of $ 5,068 , which may be carried forward indefinitely. The foreign jurisdictions have incurred cumulative financial losses over the three-year period ended December 31, 2022 and have projected future taxable losses. Based on information available as of December 31, 2022, the Company 52 Table of Contents believes it is more likely than not that the tax benefit from these loss carryforwards will not be realized. In recognition of this risk, it has provided a valuation allowance of $ 948 , collectively, against deferred tax assets in foreign jurisdictions as of December 31, 2022. The determination to record or not record a valuation allowance involves managements’ judgment, based on the consideration of positive and negative evidence available at the time of the assessment. Management will continue to assess the realization of its deferred tax assets based upon future evidence, and may record adjustments to valuation allowances against deferred tax assets in future periods, as appropriate, that could materially impact net income. Each quarter, management reviews operations and liquidity needs in each jurisdiction to assess the Company’s intent to reinvest foreign earnings outside of the United States. As of December 31, 2022, management determined that a portion of the Company’s outside basis differences in its foreign subsidiaries would not be indefinitely reinvested outside of the United States. The Company has accrued foreign withholding taxes of $ 625 related to $ 12,500 of outside basis differences in its foreign subsidiaries that are not indefinitely reinvested as of December 31, 2022. It is management’s intent and practice to indefinitely reinvest all other undistributed earnings outside of the United States. Determination of the amount of any unrecognized deferred income tax liability associated with these undistributed earnings is not practicable because of the complexities of the hypothetical calculation. The following table provides a reconciliation of unrecognized tax benefits as of December 31, 2022 and 2021: December 31, 2022 2021 Unrecognized tax benefits at beginning of period: $ 365 $ 409 Decreases based on tax positions for prior periods ( 11 ) ( 44 ) Balance at end of period $ 354 $ 365 The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $ 354 as of December 31, 2022. The Company accrues interest and penalties related to unrecognized tax benefits in its provision for income taxes. As of December 31, 2022 and 2021, the Company had accrued interest and penalties related to unrecognized tax benefits of $ 356 and $ 333 , respectively. As of December 31, 2022, the Company did not expect any material increases or decreases to its unrecognized tax benefits within the next 12 months. Ultimate realization of these tax benefits is dependent upon the occurrence of certain events, including the completion of audits by tax authorities and expiration of statutes of limitations. The Company files income tax returns in the U.S. and in various state, local, and foreign jurisdictions. The Company is subject to federal income tax examinations for the 2019 period and thereafter. With respect to the state, local, and foreign filings, certain entities of the Company are subject to income tax examinations for the 2018 period and thereafter. Note 15. Stock-based Compensation The Company applies the provisions of ASC 718, “Compensation - Stock-based Compensation,” to account for the Company’s stock-based compensation. Stock-based compensation cost is measured at the grant date based on the calculated fair value of the award and is recognized over the employees’ requisite service period. Stock forfeitures and cancellations are recognized as they occur. The Company recorded stock-based compensation expense of $ 2,380 and $ 1,945 for the years ended December 31, 2022 and 2021, respectively, related to fully-vested stock awards, restricted stock awards, and performance unit awards. As of December 31, 2022, unrecognized compensation expense for awards that the Company expects to vest approximated $ 2,599 . The Company will recognize this unrecognized compensation expense over approximately 4.2 years. Shares issued as a result of vested stock-based compensation generally will be from previously issued shares that have been reacquired by the Company and held as treasury stock or authorized but previously unissued common stock. As of December 31, 2022, the Company had stock awards issued pursuant to the Omnibus Plan and the Equity and Incentive Plan. The Omnibus Plan allowed for the issuance of 2,058,000 shares of common stock through the granting of stock options or stock awards (including performance units convertible into stock) to key employees and directors at no less than 100% of fair market value on the date of the grant. The Equity and Incentive Plan allows for the issuance of 854,077 shares of common stock, which includes 765,000 shares that were authorized under the Equity and Incentive Compensation Plan and 89,077 shares remaining available for the Omnibus Incentive Plan, through the granting of stock options or stock awards (including performance units and restricted stock units convertible into stock) to key employees and directors at no less than 100% of fair market value on the date of the grant. The total number of shares of common stock available for issuance, including shares that were forfeited, cancelled, expired, settled for cash, or unearned under the Omnibus Plan, were available for awards under the Equity and Incentive Plan as of its approval date. The Omnibus Plan and Equity and Incentive Plan provide for the granting of “nonqualified options” with a duration of not more than ten years from the date of grant. The Omnibus Plan and Equity and Incentive Plan also provide that, unless otherwise set forth in the option agreement, stock options are exercisable in installments of up to 25 % annually beginning one year from the date of grant. No stock options have been granted under the Omnibus Plan or Equity and Incentive Plan and, as such, there was no stock-based compensation expense related to stock options recorded in 2022 and 2021. Non-Employee Director Fully-Vested and Restricted Stock Awards Since May 2018, non-employee directors have been awarded shares of the Company’s common stock on each date the non-employee directors were elected at the annual shareholders’ meeting to serve as directors, subject to a one-year vesting requirement. 53 Table of Contents During the quarter ended June 30, 2017, the Nomination and Governance Committee and Board of Directors jointly approved the Deferred Compensation Plan for Non-Employee Directors under the Omnibus Plan and, by amendment, under the Equity and Incentive Compensation Plan, which permits non-employee directors of the Company to defer receipt of earned cash and/or stock compensation for service on the Board. During 2022 and 2021, the non-employee directors were granted a total of 45,840 and 35,255 restricted shares, respectively, which fully-vested as of December 31, 2022 and 2021, respectively. Compensation expense recorded by the Company related to such awards to non-employee directors was approximately $ 697 and $ 650 for the years ended December 31, 2022 and 2021, respectively. During 2022, 5,730 deferred share units were allotted to the accounts of the non-employee directors pursuant to the Deferred Compensation Plan for Non-Employee Directors. The weighted average fair value of all the restricted stock grants awarded was $ 13.09 and $ 17.87 per share for the years ended December 31, 2022 and 2021, respectively. Restricted Stock Awards and Performance Unit Awards Under the Omnibus Plan, the Company grants certain employees restricted stock and performance unit awards. The forfeitable restricted stock awards granted subsequent to March 2015 generally time-vest ratably over a three-year period, unless indicated otherwise by the underlying restricted stock award agreement. Performance unit awards are offered annually under separate three-year long-term incentive programs, unless indicated otherwise by the underlying performance unit award agreement. Performance units are subject to forfeiture and will be converted into common stock based upon the Company’s performance relative to performance measures and conversion multiples as defined in the underlying program. If the Company’s estimate of the number of performance stock awards expected to vest changes in a subsequent accounting period, cumulative compensation expense could increase or decrease. The change is recognized in the current period for the performance unit awards and would change future expense over the remaining service period. The following table summarizes the restricted stock award, deferred stock units, and performance unit award activity for the years ended December 31, 2022 and 2021: Restricted Stock Deferred Stock Units Performance Stock Units Weighted Average Aggregate Grant Date Fair Value Outstanding as of January 1, 2021 171,934 66,136 150,022 $ 18.05 Granted 111,337 8,814 147,367 16.83 Vested ( 144,400 ) — ( 7,940 ) 14.11 Adjustment for incentive awards — — ( 125,767 ) 17.75 Canceled and forfeited ( 3,167 ) — ( 47,111 ) 16.46 Outstanding as of December 31, 2021 135,704 74,950 116,571 19.75 Granted 125,582 5,730 110,600 14.88 Vested ( 86,613 ) ( 34,412 ) ( 13,095 ) 17.98 Adjustment for incentive awards — — ( 105,598 ) 16.67 Canceled and forfeited ( 500 ) — — 18.57 Outstanding as of December 31, 2022 174,173 46,268 108,478 $ 17.77 Performance units are subject to forfeiture and are converted into common stock of the Company based upon the Company’s performance relative to performance measures and conversion multiples as defined in the underlying plan. Commencing in 2022, Performance Stock Units may be earned annually during each year of the three year program and converted into restricted stock units which settle in common stock at the end of each three year period. Performance Stock Units are adjusted to the Company’s expected performance target attainment, while the weighted average aggregate grant date fair value in the above table is based upon achieving 100% of the performance targets as defined in the underlying plan. In June 2022, under the Equity and Incentive Plan, the Company approved the Strategy Transformation Plan performance-based incentive stock award to incentivize key personnel for the strategic transformation of the Company. Under the four-year program, participants shall be eligible for a performance stock unit award of Company common stock with 50 % of the shares earned based on the achievement of EBITDA Margin and 50 % of the shares earned based on the Company’s stock price. In February 2021, under the Omnibus Plan, the Company established a performance-based incentive stock award retention program to incentivize and retain key personnel during the COVID-19 pandemic by driving stock price. Under this five-year program, participants have the opportunity to earn up to 3,333 shares of Company common stock. The first 50 % of the shares ( 1,666 shares) are earned based on achievement of a consecutive thirty (30) day average NASDAQ closing price of $ 25.00 . The second 50 % of the shares ( 1,666 shares) are earned based on achievement of a consecutive thirty (30) day average NASDAQ closing price of $ 30.00 . The value of any shares awarded will be determined using a Monte Carlo methodology at the time of payout. No shares earned are paid prior to March 1, 2024, and the program and opportunity to earn the shares expires on February 28, 2026. 54 Table of Contents Excluding the restricted stock awards granted to non-employee directors, the Company recorded stock-based compensation expense of $ 1,683 and $ 1,295 , respectively, for the periods ended December 31, 2022 and 2021 related to restricted stock and performance unit awards. Note 16. Fair Value Measurements The Company determines the fair value of assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The fair values are based on assumptions that market participants would use when pricing an asset or liability, including assumptions about risk and the risks inherent in valuation techniques and the inputs to valuations. The fair value hierarchy is based on whether the inputs to valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s own assumptions of what market participants would use. The fair value hierarchy includes three levels of inputs that may be used to measure fair value as described below. Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. The classification of a financial asset or liability within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The Company has an established process for determining fair value for its financial assets and liabilities, principally cash and cash equivalents and interest rate swaps. Fair value is based on quoted market prices, where available. If quoted market prices are not available, fair value is based on assumptions that use as inputs market-based parameters. The following section describes the valuation methodologies used by the Company to measure different financial instruments at fair value, including an indication of the level in the fair value hierarchy in which each instrument is generally classified. Where appropriate, the description includes details of the key inputs to the valuations and any significant assumptions. Cash equivalents - Included within “Cash and cash equivalents” are investments in non-domestic term deposits. The carrying amounts approximate fair value because of the short maturity of the instruments. SOFR-based interest rate swaps - To reduce the impact of interest rate changes on outstanding variable-rate debt, the Company amended and entered into forward-starting SOFR-based interest rate swaps, with notional values totaling $ 20,000 and $ 20,000 effective August 12, 2022 and August 31, 2022, respectively. The fair value of the interest rate swaps is based on market-observable forward interest rates and represents the estimated amount that the Company would pay to terminate the agreements. As such, the swap agreements are classified as Level 2 within the fair value hierarchy. As of December 31, 2022 and December 31, 2021, the interest rate swaps were recorded in “ Other current assets ” when the interest rate swaps’ fair market value are in an asset position and “Other accrued liabilities” when in a liability position within our Consolidated Balance Sheets. The following assets and liabilities of the Company were measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820, “Fair Value Measurement” (“ASC 820”) as of December 31, 2022 and 2021: Fair Value Measurements as of December 31, 2022 Fair Value Measurements as of December 31, 2021 December 31, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) December 31, 2021 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Term deposits $ 17 $ 17 $ — $ — $ 18 $ 18 $ — $ — Interest rate swaps 1,930 — 1,930 — 175 — 175 — Total assets $ 1,947 $ 17 $ 1,930 $ — $ 193 $ 18 $ 175 $ — Interest rate swaps $ — $ — $ — $ — $ 159 $ — $ 159 $ — Total liabilities $ — $ — $ — $ — $ 159 $ — $ 159 $ — The $ 20,000 interest rate swaps that became effective August 2022 are accounted for as cash flow hedges and the objective of the hedges is to offset the expected interest variability on payments associated with the interest rate on our debt. The gains and losses related to the interest rate swaps are reclassified from “Accumulated other comprehensive loss” in our Condensed Consolidated Balance Sheets and included in “Interest expense - net” in our Condensed Consolidated Statements of Operations as the interest expense from our debt is recognized. The Company accounted for $ 50,000 of interest rate swaps that became effective February 2017 as cash flow hedges. In the third quarter of 2020, the Company dedesignated the cash flow hedges and accounted for the $ 50,000 interest rate swaps on a mark-to-market basis with changes in fair value recorded in current period earnings. In connection with this dedesignation, the Company froze the balances recorded in “Accumulated other comprehensive loss” at June 30, 2020 and reclassified balances to earnings as the 55 Table of Contents underlying physical transactions occurred, unless it was no longer probable that the physical transaction would occur at which time the related gains deferred in Other Comprehensive Income would be immediately recorded in earnings. The gains and losses related to the interest rate swaps were reclassified from “Accumulated other comprehensive loss” in the Consolidated Balance Sheets and included in “Interest expense - net” in the Consolidated Statements of Operations as the interest expense from the Company’s debt was recognized. These interest rate swaps expired February 2022. For the year ended December 31, 2022 and 2021, the Company recognized interest expense of $ 71 and $ 958 , respectively, from interest rate swaps. As a result of the dedesignation of the interest rate swaps, the Company recognized interest income of $ 157 and $ 940 from the change in fair value of the interest rate swaps in “Interest expense - net” in the Consolidated Statements of Operations for the twelve months ended December 31, 2022 and 2021, respectively. In accordance with the provisions of ASC 820, the Company measures certain nonfinancial assets and liabilities at fair value, which are recognized and disclosed on a nonrecurring basis. The gross carrying value of the Company’s revolving credit facility approximates fair value for the periods presented. Additional information regarding the revolving credit facility can be found in Note 10. Information regarding the fair value disclosures associated with the assets of the Company’s defined benefit plans can be found in Note 17. Note 17. Retirement Plans The Company has three retirement plans that cover its hourly and salaried employees in the U.S.: one defined benefit plan, which is frozen, and two defined contribution plans. Employees are eligible to participate in the appropriate plan based on employment classification. The Company’s contributions to the defined benefit and defined contribution plans are governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the Company’s policy and investment guidelines of the applicable plan. The Company’s policy is to contribute at least the required minimum in accordance with the funding standards of ERISA. The Company maintains one defined contribution plans for its employees in Canada. In the United Kingdom, the Company maintains two defined contribution plans and a defined benefit plan, which is frozen. These plans are discussed in further detail below. United States Defined Benefit Plan The following tables present a reconciliation of the changes in the benefit obligation, the fair market value of the assets, and the funded status of the plan, as of December 31, 2022 and 2021: December 31, 2022 2021 Changes in benefit obligation: Benefit obligation at beginning of year $ 7,875 $ 8,448 Interest cost 194 172 Actuarial gain ( 1,544 ) ( 319 ) Benefits paid ( 424 ) ( 426 ) Benefit obligation at end of year $ 6,101 $ 7,875 Change to plan assets: Fair value of assets at beginning of year $ 4,767 $ 4,459 Actual (loss) gain on plan assets ( 1,007 ) 434 Employer contribution 456 300 Benefits paid ( 424 ) ( 426 ) Fair value of assets at end of year 3,792 4,767 Funded status at end of year $ ( 2,309 ) $ ( 3,108 ) Amounts recognized in the consolidated balance sheets consist of: Other long-term liabilities $ ( 2,309 ) $ ( 3,108 ) Amounts recognized in accumulated other comprehensive loss consist of: Net loss $ 1,737 $ 2,082 The actuarial loss included in accumulated other comprehensive loss that will be recognized in net periodic pension cost during 2023 is $ 92 , before taxes. 56 Table of Contents Net periodic pension costs for the years ended December 31, 2022 and 2021 were as follows: Year Ended December 31, 2022 2021 Components of net periodic benefit cost: Interest cost $ 194 $ 172 Expected return on plan assets ( 264 ) ( 247 ) Recognized net actuarial loss 71 99 Net periodic pension cost $ 1 $ 24 The weighted average assumptions in the following table represent the rates used to develop the actuarial present value of the projected benefit obligation for the year listed and also the net periodic benefit cost for the following year. Year Ended December 31, 2022 2021 Discount rate 2.6 % 2.1 % Expected rate of return on plan assets 5.6 % 5.2 % The expected long-term rate of return is based on numerous factors, including the target asset allocation for plan assets, historical rate of return, long-term inflation assumptions, and current and projected market conditions. Amounts applicable to the Company’s pension plan with accumulated benefit obligations in excess of plan assets were as follows as of December 31, 2022 and 2021: December 31, 2022 2021 Projected benefit obligation $ 6,101 $ 7,875 Accumulated benefit obligation 6,101 7,875 Fair value of plan assets 3,792 4,767 Plan assets consist primarily of various fixed income and equity investments. The Company’s primary investment objective is to provide long-term growth of capital while accepting a moderate level of risk. The investments are limited to cash and cash equivalents, bonds, preferred stocks, and common stocks. The investment target ranges and actual allocation of pension plan assets by major category as of December 31, 2022 and 2021 were as follows: December 31, Target 2022 2021 Asset Category Cash and cash equivalents 0 - 20 % 6 % 4 % Total fixed income funds 25 - 50 % 7 14 Total mutual funds and equities 35 - 70 % 87 82 Total 100 % 100 % In accordance with the fair value disclosure requirements of ASC 820, the following assets were measured at fair value on a recurring basis as of December 31, 2022 and 2021. Additional information regarding ASC 820 and the fair value hierarchy can be found in Note 16. December 31, 2022 2021 Asset Category Cash and cash equivalents $ 222 $ 171 Fixed income funds Corporate bonds 795 667 Total fixed income funds 795 667 Equity funds and equities Mutual funds 247 802 Exchange-traded funds 2,528 3,127 Total mutual funds and equities 2,775 3,929 Total $ 3,792 $ 4,767 57 Table of Contents Cash equivalents: The Company uses quoted market prices to determine the fair value of these investments in interest-bearing cash accounts and they are classified as Level 1 of the fair value hierarchy. The carrying amounts approximate fair value because of the short maturity of the instruments. Fixed income funds: Investments within the fixed income funds category consist of fixed income corporate debt. The Company uses quoted market prices to determine the fair values of these fixed income funds. These instruments consist of exchange-traded government and corporate bonds and are classified as Level 1 of the fair value hierarchy. Equity funds and equities: The valuation of investments in registered investment companies is based on the underlying investments in securities. Securities traded on security exchanges are valued at the latest quoted sales price. Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the average of the last reported bid and ask quotations. These investments are classified as Level 1 of the fair value hierarchy. The Company currently anticipates contributions of $ 400 to its U.S. defined benefit plan in 2023. The following benefit payments are expected to be paid during the years indicated: Year Ending December 31, 2023 $ 499 2024 496 2025 490 2026 485 2027 474 Years 2028-2032 2,190 United Kingdom Defined Benefit Plan The Company’s U.K. defined benefit plan covers certain current employees, former employees, and retirees. The plan has been frozen to new entrants since April 1, 1997 and also covers the former employees of a merged plan after January 2002. Benefits under the plan were based on years of service and eligible compensation during defined periods of service. The Company’s funding policy for the plan is to make minimum annual contributions required by applicable regulations. The funded status of the United Kingdom defined benefit plan as of December 31, 2022 and 2021 was as follows: December 31, 2022 2021 Changes in benefit obligation: Benefit obligation at beginning of year $ 9,135 $ 10,265 Interest cost 135 109 Actuarial gain ( 2,221 ) ( 825 ) Benefits paid ( 1,424 ) ( 302 ) Foreign currency exchange rate changes ( 954 ) ( 112 ) Benefit obligation at end of year $ 4,671 $ 9,135 Change to plan assets: Fair value of assets at beginning of year $ 8,409 $ 7,975 Actual (loss) gain on plan assets ( 742 ) 522 Employer contribution 319 336 Benefits paid ( 1,363 ) ( 338 ) Foreign currency exchange rate changes ( 878 ) ( 86 ) Fair value of assets at end of year 5,745 8,409 Funded status at end of year $ 1,074 $ ( 726 ) Amounts recognized in the consolidated balance sheets consist of: Other assets (long-term liabilities) $ 1,074 $ ( 726 ) Amounts recognized in accumulated other comprehensive loss consist of: Net (gain) loss $ ( 1,425 ) $ 837 Prior service cost 90 127 Total $ ( 1,335 ) $ 964 58 Table of Contents Net periodic pension costs for the years ended December 31, 2022 and 2021 were as follows: Year Ended December 31, 2022 2021 Components of net periodic benefit (gain) cost: Interest cost $ 135 $ 109 Expected return on plan assets ( 264 ) ( 254 ) Amortization of prior service cost 23 26 Recognized net actuarial loss 13 165 Net periodic pension (gain) cost $ ( 93 ) $ 46 The weighted average assumptions in the following table represent the rates used to develop the actuarial present value of the projected benefit obligation for the year listed and also the net periodic benefit cost for the following year. Year Ended December 31, 2022 2021 Discount rate 4.8 % 1.8 % Expected rate of return on plan assets 5.7 % 3.8 % Amounts applicable to the Company’s pension plans with accumulated benefit obligations in excess of plan assets were as follows as of December 31, 2022 and 2021: December 31, 2022 2021 Projected benefit obligation $ 4,671 $ 9,135 Accumulated benefit obligation 4,671 9,135 Fair value of plan assets 5,745 8,409 The Company has estimated the long-term rate of return on plan assets based primarily on historical returns on plan assets, adjusted for changes in target portfolio allocations, and recent changes in long-term interest rates based on publicly available information. Plan assets are invested by the trustees in accordance with a written statement of investment principles. This statement permits investment in equities, corporate bonds, United Kingdom government securities, commercial property, and cash, based on certain target allocation percentages. Asset allocation is primarily based on a strategy to provide steady growth without undue fluctuations. The target asset allocation percentages for 2022 were as follows: Equity securities Up to 100 % Commercial property Not to exceed 50 % U.K. Government securities Not to exceed 50 % Cash Up to 100 % Plan assets held within the United Kingdom defined benefit plan consist of cash and equity securities that have been classified as Level 1 of the fair value hierarchy. All other plan assets have been classified as Level 2 of the fair value hierarchy. The plan assets by category for the years ended December 31, 2022 and 2021 were as follows: December 31, 2022 2021 Asset Category Cash and cash equivalents $ 540 $ 339 Equity securities 2,530 3,822 Bonds 2,296 3,491 Other 379 757 Total $ 5,745 $ 8,409 United Kingdom regulations require trustees to adopt a prudent approach to funding required contributions to defined benefit pension plans. The Company anticipates making contributions of $ 337 to the United Kingdom defined benefit plan during 2023. 59 Table of Contents The following estimated future benefits payments are expected to be paid under the United Kingdom defined benefit plan: Year Ending December 31, 2023 $ 288 2024 302 2025 312 2026 318 2027 324 Years 2028-2032 1,415 Other Post-Retirement Benefit Plan On August 1, 2022, the Company divested its Track Components business, located in St-Jean-sur-Richelieu, Quebec, Canada, which included the post retirement benefit plan, which provided retiree life insurance, health care benefits, and, for a closed group of employees, dental care. The expense related to this plan was not material for 2022 or 2021. The accrued benefit obligation was $ 856 as of December 31, 2021 and is recognized within “Other long-term liabilities” on the Consolidated Balance Sheets. The weighted average assumptions in the following table represent the rates used to develop the actuarial present value of the projected benefit obligation for the year listed and also the net periodic benefit cost for the following year. December 31, 2021 Discount rate 3.1 % Weighted average health care trend rate 4.7 % Defined Contribution Plans The Company sponsors five defined contribution plans for hourly and salaried employees across its domestic and international facilities. The following table summarizes the expense associated with the contributions made to these plans. Year Ended December 31, 2022 2021 United States $ 1,650 $ 1,484 Canada 131 145 United Kingdom 817 510 $ 2,598 $ 2,139 Note 18. Commitments and Contingent Liabilities The Company is subject to product warranty claims that arise in the ordinary course of its business. For certain manufactured products, the Company maintains a product warranty accrual, which is adjusted on a monthly basis as a percentage of cost of sales. In addition, the product warranty accrual is adjusted periodically based on the identification or resolution of known individual product warranty claims. The following table sets forth the Company’s product warranty accrual: Warranty Liability Balance as of December 31, 2021 $ 1,042 Additions to warranty liability 211 Warranty liability utilized ( 383 ) Balance as of December 31, 2022 $ 870 On March 13, 2019, the Company and its subsidiary, CXT Incorporated ("CXT"), entered into a Settlement Agreement (the “Settlement Agreement”) with Union Pacific Railroad Company ("UPRR") to resolve the pending litigation in the matter of Union Pacific Railroad Company v. L.B. Foster Company and CXT Incorporated , Case No. CI 15-564, in the District Court for Douglas County, Nebraska. Under the Settlement Agreement, the Company and CXT will pay UPRR the aggregate amount of $ 50,000 without pre-judgment interest, which began with a $ 2,000 immediate payment, and with the remaining $ 48,000 paid in installments over a six-year period commencing on the effective date of the Settlement Agreement through December 2024 pursuant to a Promissory Note. Additionally, commencing in January 2019 and through December 2024, UPRR agreed to purchase and has been purchasing from the Company and its subsidiaries and affiliates, a cumulative total amount of $ 48,000 of products and services, targeting $ 8,000 of annual purchases per year beginning March 13, 2019 per letters of intent under the Settlement Agreement. During the third quarter of 2021, in connection with the Company’s divestiture of its Piling Products division, the targeted annual purchases per year have been reduced to 60 Table of Contents $ 6,000 for 2021 through 2024. The Settlement Agreement also includes a mutual release of all claims and liability regarding or relating to all CXT pre-stressed concrete railroad ties with no admission of liability and dismissal of the litigation with prejudice. The expected payments under the UPRR Settlement Agreement for the year ending December 31, 2023 and thereafter were as follows: Year Ending December 31, 2023 $ 8,000 2024 8,000 Total $ 16,000 The Company reclassified $ 6,600 of the previously accrued warranty reserve related to the UPRR matter into its aggregate accrued settlement liability of $ 50,000 as of December 31, 2018. Therefore, the Company recognized $ 43,400 in expense for the year ended December 31, 2018 for the remaining amount per the Settlement Agreement, which was recorded in “Concrete Tie Settlement expense” within its Consolidated Statements of Operations. As of December 31, 2022 and 2021, $ 8,000 and $ 8,000 was recorded within “Current portion of accrued settlement,” respectively, and $ 8,000 and $ 16,000 was recorded within “Long-term portion of accrued settlement,” respectively, within the Consolidated Balance Sheets. Other Legal Matters The Company is also subject to other legal proceedings and claims that arise in the ordinary course of its business. Legal actions are subject to inherent uncertainties, and future events could change management’s assessment of the probability or estimated amount of potential losses from pending or threatened legal actions. Based on available information, it is the opinion of management that the ultimate resolution of pending or threatened legal actions, both individually and in the aggregate, will not result in losses having a material adverse effect on the Company’s financial position or liquidity as of December 31, 2022. If management believes that, based on available information, it is at least reasonably possible that a material loss (or additional material loss in excess of any accrual) will be incurred in connection with any legal actions, the Company discloses an estimate of the possible loss or range of loss, either individually or in the aggregate, as appropriate, if such an estimate can be made, or discloses that an estimate cannot be made. Based on the Company’s assessment as of December 31, 2022, no such disclosures were considered necessary. Environmental Matters The Company is subject to national, state, foreign, provincial, and/or local laws and regulations relating to the protection of the environment. The Company’s efforts to comply with environmental regulations may have an adverse effect on its future earnings. On June 5, 2017, a General Notice Letter was received from the United States Environmental Protection Agency (“EPA”) indicating that the Company may be a potentially responsible party (“PRP”) regarding the Portland Harbor Superfund Site cleanup along with numerous other companies. More than 140 other companies received such a notice. The Company and a predecessor owned and operated a facility near the harbor site for a period prior to 1982. The net present value and undiscounted costs of the selected remedy throughout the harbor site are estimated by the EPA to be approximately $ 1.1 billion and $ 1.7 billion, respectively, and the remedial work is expected to take as long as 13 years to complete. These costs may increase given that the remedy will not be initiated or completed for several years. The Company is reviewing the basis for its identification by the EPA and the nature of the historic operations of a Company predecessor near the site. Additionally, the Company executed a PRP agreement which provides for a private allocation process among almost 100 PRPs in a working group whose work is ongoing and involves a process that will ultimately conclude a proposed allocation of liability for cleanup of the site and various sub-areas. The Company does not have any individual risk sharing agreements in place with respect to the site, and was only associated with the site from 1976 to when it purchased the stock of a company whose assets it sold in 1982 and which was dissolved in 1994. On March 26, 2020, the EPA issued a Unilateral Administrative Order to two parties requiring them to perform remedial design work for that portion of the Harbor Superfund Site that includes the area closest to the facility; the Company was not a recipient of this Unilateral Administrative Order. The Company cannot predict the ultimate impact of these proceedings because of the large number of PRPs involved throughout the harbor site, the size and extent of the site, the degree of contamination of various wastes, varying environmental impacts throughout the harbor site, the scarcity of data related to the facility once operated by the Company and a predecessor, potential comparative liability between the allocation parties and regarding non-participants, and the speculative nature of the remediation costs. Based upon information currently available, management does not believe that the Company’s alleged PRP status regarding the Portland Harbor Superfund Site or other compliance with the present environmental protection laws will have a material adverse effect on the financial condition , results of operations, cash flows, competitive position, or capital expenditures of the Company. As more information develops and the allocation process is completed, and given the resolution factors like those described above, an unfavorable resolution could have a material adverse effect. 61 Table of Contents As of December 31, 2022 and December 31, 2021, the Company maintained environmental reserves approximating $ 2,472 and $ 2,519 , respectively. The following table sets forth the Company’s undiscounted environmental obligation: Environmental Liability Balance as of December 31, 2021 $ 2,519 Additions to environmental obligations 40 Environmental obligations utilized ( 87 ) Balance as of December 31, 2022 $ 2,472 Note 19. Other Income The following table summarizes the Company’s other income for the years ended December 31, 2022 and 2021. 2022 2021 Gain on Piling Products division asset sale (a) $ ( 489 ) $ ( 2,741 ) Insurance proceeds (b) ( 790 ) — Loss on the sale of Track Components (c) 467 — Costs recovered from environmental cleanup activities (d) ( 325 ) — Foreign currency losses 434 452 Other ( 847 ) ( 786 ) Other income - net $ ( 1,550 ) $ ( 3,075 ) a. On September 27, 2021, the Company announced it completed the sale of its Piling Products division to J.D. Fields & Company, Inc., resulting in a pre-tax gain of $ 489 and $ 2,741 in 2022 and 2021, respectively. b. In 2022, the Company received $ 790 in insurance proceeds. c. On August 1, 2022, the Company divested the assets of its rail spikes and anchors track components business located in St-Jean-sur-Richelieu, Quebec, Canada, resulting in a pre-tax loss of $ 467 in 2022. d. In 2022, the Company received $ 325 to recover costs associated with environmental cleanup activities in a formerly leased property in Magnolia, TX. Note 20. Subsequent Events During the first quarter of 2023, the Company’s Board of Directors authorized the repurchase of up to $ 15,000 of the Company’s common stock in open market transactions through February 2026. Repurchases are limited to up to $ 5,000 in any trailing 12-month period, with unused amounts carrying forward to future periods through the end of the authorization. Any repurchases will be subject to the Company’s liquidity, including availability of borrowings and covenant compliance under its revolving credit facility, and other capital needs of the business. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.