What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-11-04 compared with 2024-11-04 · 110 added, 242 removed, 505 unchanged (41% of the section changed)

33 unchanged sentences

Common stock, par value $ 0.01 , authorized 20,000,000 shares;

shares issued at June 30, 2024 and December 31, 2023, 11,115,779 ;

shares outstanding at June 30, 2024 and December 31, 2023, 10,783,036 and 10,733,935 , respectively

shares issued at March 31, 2024 and December 31, 2023, 11,115,779 ;

shares outstanding at March 31, 2024 and December 31, 2023, 10,789,231 and 10,733,935 , respectively

Paid-in capital 41,866 43,111

Retained earnings 129,069 124,633

Treasury stock - at cost, 332,743 and 381,844 common stock shares at June 30, 2024 and December 31, 2023, respectively

Treasury stock - at cost, 326,548 and 381,844 common stock shares at March 31, 2024 and December 31, 2023, respectively

( 5,829 ) ( 6,494 )

9 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

(As Restated)

12 unchanged sentences

Other (income) expense - net ( 253 ) 1,849

Income before income taxes 3,163 4,056 7,857 1,344

Income tax expense 346 563 635 22

Net income 2,817 3,493 7,222 1,322

Income (loss) before income taxes 4,694 ( 2,712 )

Income tax expense (benefit) 289 ( 541 )

Net income (loss) 4,405 ( 2,171 )

Net loss attributable to noncontrolling interest ( 31 ) ( 19 )

Net income attributable to L.B.

Net income (loss) attributable to L.B.

Foster Company $ 4,436 $ ( 2,152 )

1 unchanged sentence

Foster shareholders:

Basic earnings per common share $ 0.26 $ 0.32 $ 0.68 $ 0.12

Diluted earnings per common share $ 0.26 $ 0.32 $ 0.66 $ 0.12

Basic earnings (loss) per common share $ 0.41 $ ( 0.20 )

Diluted earnings (loss) per common share $ 0.40 $ ( 0.20 )

Basic weighted average shares outstanding 10,762 10,792

2 unchanged sentences

FOSTER COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Net income $ 2,817 $ 3,493 $ 7,222 $ 1,322

Net income (loss) $ 4,405 $ ( 2,171 )

Other comprehensive (loss) income, net of tax:

Foreign currency translation adjustment ( 1,497 ) 1,247

Unrealized (loss) gain on cash flow hedges, net of tax expense of $ 0

( 186 ) 496 ( 80 ) 78

Unrealized gain (loss) on cash flow hedges, net of tax expense of $ 0

Reclassification of pension liability adjustments to earnings, net of tax expense of $ 4 and $ 2 , respectively*

Total comprehensive income 2,205 5,282 5,227 3,984

Total comprehensive income (loss) 3,039 ( 1,302 )

Less comprehensive (loss) income attributable to noncontrolling interest:

2 unchanged sentences

Amounts attributable to noncontrolling interest ( 48 ) ( 15 )

Comprehensive income attributable to L.B.

Comprehensive income (loss) attributable to L.B.

Foster Company $ 3,087 $ ( 1,287 )

4 unchanged sentences

(In thousands)

Six Months Ended

Three Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income $ 7,222 $ 1,322

Adjustments to reconcile net income to cash used in operating activities:

Net income (loss) $ 4,405 $ ( 2,171 )

Adjustments to reconcile net income (loss) to cash used in operating activities:

Deferred income taxes ( 41 ) ( 1,233 )

1 unchanged sentence

Amortization 1,217 1,365

Equity in loss (income) of nonconsolidated investments 6 ( 16 )

Equity in income of nonconsolidated investments — ( 17 )

Gain on sales and disposals of property, plant, and equipment ( 3,574 ) ( 14 )

10 unchanged sentences

Accrued payroll and employee benefits ( 11,599 ) ( 6,386 )

Accrued settlement ( 2,000 ) ( 2,000 )

Other current liabilities ( 1,807 ) ( 2,981 )

Other long-term liabilities ( 1,395 ) 1,148

Net cash used in operating activities ( 26,398 ) ( 3,333 )

Net cash (used in) provided by operating activities ( 21,444 ) 6,932

CASH FLOWS FROM INVESTING ACTIVITIES:

2 unchanged sentences

Proceeds from business dispositions — 5,344

Acquisitions, net of cash acquired — 966

Net cash (used in) provided by investing activities ( 885 ) 7,716

Net cash provided by investing activities 789 4,661

CASH FLOWS FROM FINANCING ACTIVITIES:

5 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents ( 55 ) 186

Net increase in cash and cash equivalents 1,461 998

Net increase (decrease) in cash and cash equivalents 588 ( 243 )

Cash and cash equivalents at beginning of period 2,560 2,882

7 unchanged sentences

(Dollars in thousands)

Three Months Ended June 30, 2024

Stock Paid-in

Capital Retained

Earnings Treasury

Stock Accumulated Other

Comprehensive Loss Noncontrolling

Interest Total Stockholders’

Balance, March 31, 2024 $ 111 $ 41,866 $ 129,069 $ ( 5,829 ) $ ( 20,616 ) $ 676 $ 145,277

Net income (loss) — — 2,847 — — ( 30 ) 2,817

Other comprehensive loss, net of tax:

Pension liability adjustment — — — — 26 — 26

Foreign currency translation adjustment — — — — ( 380 ) ( 72 ) ( 452 )

Unrealized derivative loss on cash flow hedges — — — — ( 186 ) — ( 186 )

Purchase of 53,525 common shares for treasury

— — — ( 1,322 ) — — ( 1,322 )

Issuance of 47,330 common shares, net of shares withheld for taxes

— ( 942 ) — 746 — — ( 196 )

Stock-based compensation — 1,314 — — — — 1,314

Investment of noncontrolling interest — 374 — — — — 374

Balance, June 30, 2024 $ 111 $ 42,612 $ 131,916 $ ( 6,405 ) $ ( 21,156 ) $ 574 $ 147,652

Three Months Ended June 30, 2023

Three Months Ended March 31, 2024

Stock Paid-in

4 unchanged sentences

Interest Total Stockholders’

Balance, March 31, 2023 $ 111 $ 40,951 $ 121,017 $ ( 5,174 ) $ ( 20,296 ) $ 405 $ 137,014

Balance, December 31, 2023 $ 111 $ 43,111 $ 124,633 $ ( 6,494 ) $ ( 19,250 ) $ 724 $ 142,835

Net income (loss) — — 4,436 — — ( 31 ) 4,405

2 unchanged sentences

Foreign currency translation adjustment — — — — ( 1,497 ) ( 17 ) ( 1,514 )

Unrealized derivative loss on cash flow hedges — — — — 496 — 496

Unrealized derivative gain on cash flow hedges — — — — 106 — 106

Purchase of 16,555 common shares for treasury

3 unchanged sentences

Stock-based compensation — 1,033 — — — — 1,033

Balance, June 30, 2023 $ 111 $ 40,919 $ 124,548 $ ( 4,846 ) $ ( 18,536 ) $ 396 $ 142,592

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

FOSTER COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Dollars in thousands)

Six Months Ended June 30, 2024

Balance, March 31, 2024 $ 111 $ 41,866 $ 129,069 $ ( 5,829 ) $ ( 20,616 ) $ 676 $ 145,277

Three Months Ended March 31, 2023

Stock Paid-in

5 unchanged sentences

Balance, December 31, 2022 $ 111 $ 41,303 $ 123,169 $ ( 6,240 ) $ ( 21,165 ) $ 420 $ 137,598

Net income (loss) — — 7,283 — — ( 61 ) 7,222

Net loss — — ( 2,152 ) — — ( 19 ) ( 2,171 )

Other comprehensive loss, net of tax:

2 unchanged sentences

Unrealized derivative loss on cash flow hedges — — — — ( 418 ) — ( 418 )

Purchase of 70,080 common shares for treasury

— — — ( 1,707 ) — — ( 1,707 )

Issuance of 32,884 common shares, net of shares withheld for taxes

1 unchanged sentence

Stock-based compensation — 884 — — — — 884

Investment of noncontrolling interest — 374 — — — — 374

Balance, June 30, 2024 $ 111 $ 42,612 $ 131,916 $ ( 6,405 ) $ ( 21,156 ) $ 574 $ 147,652

Six Months Ended June 30, 2023

Stock Paid-in

Capital Retained

Earnings Treasury

Stock Accumulated Other

Comprehensive Loss Noncontrolling

Interest Total Stockholders’

Balance, December 31, 2022 $ 111 $ 41,303 $ 123,169 $ ( 6,240 ) $ ( 21,165 ) $ 420 $ 137,598

Net income (loss) — — 1,379 — — ( 57 ) 1,322

Other comprehensive income, net of tax:

Pension liability adjustment — — — — 81 — 81

Foreign currency translation adjustment — — — — 2,470 33 2,503

Unrealized derivative gain on cash flow hedges — — — — 78 — 78

Purchase of 51,241 common shares for treasury

— — — ( 662 ) — — ( 662 )

Issuance of 91,316 common shares, net of shares withheld for taxes

— ( 2,213 ) — 2,056 — — ( 157 )

Stock-based compensation — 1,829 — — — — 1,829

Balance, June 30, 2023 $ 111 $ 40,919 $ 124,548 $ ( 4,846 ) $ ( 18,536 ) $ 396 $ 142,592

Balance, March 31, 2023 $ 111 $ 40,951 $ 121,017 $ ( 5,174 ) $ ( 20,296 ) $ 405 $ 137,014

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

7 unchanged sentences

In the opinion of management, all estimates and adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

This Quarterly Report on Form 10-Q/A should be read in conjunction with the consolidated financial statements and footnotes thereto included in L.B.

13 unchanged sentences

The Company is currently evaluating the impact of ASU 2023-09, but expects this ASU to only impact its disclosures with no impacts to its consolidated financial condition, results of operations, and cash flows.

Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements

The Company identified an error related to the classification of the $ 3,477 gain on the sale of the former joint venture facility located in Magnolia, Texas, which sale was completed in the first quarter of 2024 (the “Magnolia Sale”) and reflected in the Company’s Unaudited Condensed Consolidated Statement of Operations for the six month period ended June 30, 2024 (the “Affected Period”).

Restatement of Previously Issued Condensed Consolidated Financial Statements

Upon completion of the Magnolia Sale, the Company recorded the $ 3,477 gain in “Other (income) expense - net” in the Unaudited Condensed Consolidated Statement of Operations.

The Company had concluded that such classification was appropriate.

However, in accordance with ASC 360-10-45-5, the $ 3,477 gain on the Magnolia Sale should have been recorded as a component of “Operating income” and not “Other (income) expense - net.” As a result of this classification error, “Operating income” was understated by $ 3,477 and “Other (income) expense - net” was overstated by $ 3,477 in the Company’s Unaudited Condensed Consolidated Statements of Operations for the six month period ended June 30, 2024.

The Company also made other immaterial error corrections to its Unaudited Condensed Consolidated Statements of Operations for the six months ended June 30, 2024 (together with the Magnolia Sale adjustment, the “Restatement Adjustments”) and for the three months ended June 30, 2024, as well as for the three and six months ended June 30, 2023.

The impact of these adjustments are shown in the tables below.

The Company had previously concluded that such classification was appropriate.

The Company also made other immaterial error corrections to the Company’s Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 (together with the Magnolia Sale adjustment, the “Restatement Adjustments”) and for the three months ended March 31, 2023.

The impact of these corrections are shown in the tables below.

Note only line items that were impacted by the Restatement Adjustments and immaterial error corrections are included below.

Three Months Ended June 30, 2024

As Previously Reported Adjustments As Revised

Cost of goods sold $ 93,705 $ 10 $ 93,715

Total cost of sales 110,273 10 110,283

Gross profit 30,523 ( 10 ) 30,513

Selling and administrative expenses 24,896 ( 78 ) 24,818

Operating income 4,504 68 4,572

Other income - net

( 152 ) 68 ( 84 )

Six Months Ended June 30, 2024

Three Months Ended March 31, 2024

As Previously Reported Restatement Adjustments As Restated

7 unchanged sentences

( 3,536 ) 3,283 ( 253 )

Three Months Ended June 30, 2023

As Previously Reported Adjustments

Cost of goods sold $ 101,069 $ ( 359 ) $ 100,710

Total cost of sales 115,782 ( 359 ) 115,423

Gross profit 32,252 359 32,611

Selling and administrative expenses 24,528 ( 6 ) 24,522

Operating income 6,349 365 6,714

Other expense - net

719 365 1,084

Six Months Ended June 30, 2023

Three Months Ended March 31, 2023

As Previously Reported Adjustments

6 unchanged sentences

1,827 22 1,849

The Restatement Adjustments to the Unaudited Condensed Consolidated Statement of Operations for the six months ended June 30, 2024 and the immaterial error corrections made to the Unaudited Condensed Consolidated Statement of Operations for the three months ended June 30, 2024 and three and six months ended June 30, 2023 did not change “Income before income taxes,” “Income tax expense,” or “Net income.”

The Restatement Adjustments did not have an impact on the Unaudited Condensed Consolidated Balance Sheet as of June 30, 2024.

However, immaterial error corrections were made to the Consolidated Balance Sheet as of December 31, 2023 in the Company’s

Annual Report on Form 10-K/A as filed on November 1, 2024, as shown in the table below.

The Restatement Adjustments to the Unaudited Condensed Consolidated Statement of Operations for the three months ended March 31, 2024 and the immaterial error corrections made to the Unaudited Condensed Consolidated Statement of Operations for three months ended March 31, 2023 did not change “Income (loss) before income taxes,” “Income tax expense (benefit)” or “Net income.”

The Restatement Adjustments did not have an impact on the Unaudited Condensed Consolidated Balance Sheet as of March 31, 2024.

However, immaterial error corrections were made to the Consolidated Balance Sheet as of December 31, 2023 in the Company’s Annual Report on Form 10-K/A as filed on November 1, 2024, as shown in the table below.

Note only line items that were impacted by the immaterial error corrections are included below.

15 unchanged sentences

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 313,206 ( 805 ) 312,401

As a result of the immaterial error corrections to the Consolidated Balance Sheet as of December 31, 2023, the Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2024 was adjusted as follows.

As a result of the immaterial error corrections to the Consolidated Balance Sheet as of December 31, 2023, the Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2024 contained herein was adjusted as follows.

Note only line items that were impacted by the immaterial error corrections are included below.

Six Months Ended June 30, 2024

Three Months Ended March 31, 2024

As Previously Reported Adjustments

7 unchanged sentences

Capital expenditures on property, plant, and equipment $ ( 2,292 ) $ ( 420 ) $ ( 2,712 )

Net cash used in investing activities

( 465 ) ( 420 ) ( 885 )

There was no impact on “Net cash used in financing activities” and no change in “Net increase in cash and cash equivalents” for the six months ended June 30, 2024.

Net cash provided by investing activities 1,209 ( 420 ) 789

There was no impact on “Net cash provided by financing activities” and no change in “Net increase in cash and cash equivalents” for the three months ended March 31, 2024.

Where appropriate, the financial disclosures in the footnotes to the Unaudited Condensed Consolidated Financial Statements impacted by the Restatement Adjustments and correction of immaterial errors have been updated.

1 unchanged sentence

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

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’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, 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 operating income contribution to the Company’s consolidated results.

Other income and expenses, interest, income taxes, and certain other items are managed on a consolidated basis.

3 unchanged sentences

Effective for the quarter and year ended December 31, 2023, the Company made certain organizational changes that led to the conclusion that it will operate under two reporting segments as opposed to the three reporting segments it has operated under historically.

As such, the Company has restated segment information for the historical periods presented herein to conform to the current presentation.

The Infrastructure business comprises both the historic Precast Concrete Products and Steel Products and Measurement (since renamed “Steel Products”) reporting segments.

As such, the Company has restated segment information for the historical periods presented herein to

conform to the current presentation.

The Infrastructure Solutions business comprises both the historic Precast Concrete Products and Steel Products and Measurement (since renamed “Steel Products”) reporting segments.

The operating results of the Company’s reportable segments were as follows for the periods presented:

Three Months Ended

June 30, 2024 Three Months Ended

June 30, 2023

Net Sales Segment Operating Income Net Sales Segment Operating Income

Rail, Technologies, and Services $ 85,594 $ 5,501 $ 91,616 $ 6,971

Infrastructure Solutions 55,202 3,623 56,418 2,773

Total $ 140,796 $ 9,124 $ 148,034 $ 9,744

Six Months Ended

June 30, 2024 Six Months Ended

June 30, 2023

Net Sales Segment Operating Income Net Sales Segment Operating Income

March 31, 2024 Three Months Ended

March 31, 2023

Net Sales Segment Operating Income (Loss) Net Sales Segment Operating Income (Loss)

(As Restated)

2 unchanged sentences

Total $ 124,320 $ 5,390 $ 115,488 $ 2,054

Segment operating income, as shown above, includes allocated corporate operating expenses.

Segment operating income (loss), as shown above, includes allocated corporate operating expenses.

Allocated corporate operating expenses include costs associated with central services such as quality, logistics, environmental health and safety, information technology, insurance, and human resources.

4 unchanged sentences

The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies found in Note 1 Significant Accounting Policies of the Notes to the Company’s Consolidated Financial Statements contained in its Annual Report on Form 10-K/A for the year ended December 31, 2023.

During the quarter, the Company sold an ancillary property within the Steel Products business unit for total proceeds of $ 1,300 generating an $ 815 gain on sale recorded in “Cost of goods sold” for the three months ended June 30, 2024 which has been included in the Infrastructure segment’s operating income.

Certain corporate costs are separately managed on a consolidated basis and are not allocated to the operating segments.

2 unchanged sentences

Finally, interest expense, income taxes, and certain other items included in other income and expense which are managed on a consolidated basis are not allocated to the operating segments.

During the six months ended June 30, 2024, the Company sold a former joint venture facility located in Magnolia, Texas generating a $ 3,477 gain on sale recorded in “(Gain) on sale of former joint venture facility” which is included as a component of corporate operating income.

The following table demonstrates a reconciliation of reportable segment net profit to the Company’s consolidated total for the periods presented:

During the three months ended March 31, 2024, the Company completed the Magnolia Sale generating a $ 3,477 gain on sale recorded in “(Gain) on sale of former joint venture facility” which is included as a component of corporate operating income.

The following table demonstrates a reconciliation of reportable segment net operating income to the Company’s consolidated total for the periods presented:

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

(As Restated)

8 unchanged sentences

Other ( 76 ) 37

Income before income taxes $ 3,163 $ 4,056 $ 7,857 $ 1,344

Income (loss) before income taxes $ 4,694 $ ( 2,712 )

Depreciation/Amortization:

12 unchanged sentences

Total $ 326,401 $ 312,401

On March 30, 2023, the Company sold substantially all the operating assets of its Chemtec Energy Services LLC (“Chemtec”) business for $ 5,344 in proceeds generating a $ 2,065 loss on sale, recorded in “Other (income) expense - net” for the six months ended June 30, 2023.

The Chemtec business was reported in the Steel Products business unit in the Infrastructure segment.

On June 30, 2023, the Company sold substantially all the operating assets of the prestressed concrete railroad tie business operated by its wholly-owned subsidiary, CXT Incorporated (“Ties”), located in Spokane, WA, for $ 2,362 in proceeds, generating a $ 1,009 loss on the sale, which was recorded in “Other expense (income) - net” for the three and six months ended June 30, 2023.

The Ties business was reported in the Rail Products business unit within the Rail segment.

1 unchanged sentence

The decision to exit the bridge grid deck product line was a result of a weak bridge grid deck market condition and outlook due to customer adoption of newer technologies replacing the grid deck solution.

The Company continues to operate its bridge forms product line which is a newer technology and not subject to the same challenging market conditions.

The Bedford, PA based operations supporting the discontinued bridge grid deck product line expect to complete any remaining customer obligations during 2024.

For the three months ended June 30, 2024 and 2023, the discontinued product line had $ 1,157 and $ 1,975 in sales, respectively.

For the six months ended June 30, 2024 and 2023, the discontinued product line had $ 1,967 and $ 3,466 in sales, respectively.

During the six months ended June 30, 2024, the Company incurred an immaterial amount of exit costs, all of which were personnel expenses.

The Company does not expect to incur additional material exit costs in the remainder of 2024.

Cumulatively, the Company has incurred a total of $ 1,476 in exit costs for the Bridge Exit, which included $ 474 in inventory write-downs, $ 740 in personnel expenses, which were recorded in “Cost of goods sold,” and

$ 262 in other exit costs, which were recorded in “Selling and administrative expenses,” the majority of which were incurred in the last six months of 2023.

The majority of cash payments were made in early 2024.

The Bedford, PA based operations supporting the product line expect to complete any remaining customer obligations during 2024.

For the three months ended March 31, 2024 and 2023, the product line had $ 810 and $ 1,491 in sales, respectively.

During the three months ended March 31, 2024, the Company incurred $ 73 of exit costs recorded in “Cost of goods sold,” all of which were personnel expenses.

The Company expects to incur an additional $ 111 of personnel expenses associated with the exit through 2024.

Cumulatively, the Company has incurred a total of $ 1,476 in exit costs for the Bridge Exit, which included $ 474 in inventory write-downs and $ 740 in personnel expenses, which were recorded in “Cost of goods sold,” and $ 262 in other exit costs which were recorded in “Selling and administrative expenses.” The majority of cash payments were made in early 2024.

On November 17, 2023, the Company acquired the operating assets of Cougar Mountain Precast, LLC (“Cougar”), located in Caldwell, Idaho, which is a licensed manufacturer of Redi-Rock and natural concrete products for $ 1,644 , subject to hold back payments, to be paid over the next twelve months or utilized to satisfy post-close working capital adjustments or indemnity claims.

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Rail Products $ 53,038 $ 40,228

10 unchanged sentences

Net sales by the timing of the transfer of goods and services was as follows for the periods presented:

Three Months Ended June 30, 2024

Rail, Technologies, and Services Infrastructure Solutions Total

Point in time $ 69,923 $ 35,127 $ 105,050

Over time 15,671 20,075 35,746

Total net sales $ 85,594 $ 55,202 $ 140,796

Three Months Ended June 30, 2023

Rail, Technologies, and Services Infrastructure Solutions Total

Point in time $ 75,923 $ 34,947 $ 110,870

Over time 15,693 21,471 37,164

Total net sales $ 91,616 $ 56,418 $ 148,034

Six Months Ended June 30, 2024

Three Months Ended March 31, 2024

Rail, Technologies, and Services Infrastructure Solutions Total

2 unchanged sentences

Total net sales $ 82,623 $ 41,697 $ 124,320

Six Months Ended June 30, 2023

Three Months Ended March 31, 2023

Rail, Technologies, and Services Infrastructure Solutions Total

10 unchanged sentences

Changes in estimates are primarily attributed to updated considerations, including economic conditions and historic contract patterns, resulting in changes to anticipated revenue from existing contracts.

During the three and six months ended June 30, 2024, reductions to net sales stemming from changes in actual and expected values of certain commercial contracts and settlements of such contracts were $ 1,477 .

Such adjustments were $ 1,035 and $ 1,428 during the three and six months ended June 30, 2023, respectively.

During the three months ended March 31, 2024, reductions to net sales stemming from changes in actual and expected values of certain commercial contracts and settlements of such contracts were immaterial .

Such adjustments were

$ 393 during the three months ended March 31, 2023.

The Company’s estimates related to these long-term agreements are further described in Note 4 Revenue of the Notes to the Company’s Consolidated Financial Statements contained in its Annual Report on Form 10-K/A for the year ended December 31, 2023.

R evenue recognized over time was as follows for the periods presented:

Revenue recognized over time was as follows for the periods presented:

Three Months Ended

June 30, Percentage of Total Net Sales

Three Months Ended June 30,

2024 2023 2024 2023

Over time input method $ 14,096 $ 15,724 10.0 % 10.6 %

Over time output method 21,650 21,440 15.4 14.5

Total over time sales $ 35,746 $ 37,164 25.4 % 25.1 %

Six Months Ended

June 30, Percentage of Total Net Sales

Six Months Ended June 30,

March 31, Percentage of Total Net Sales

Three Months Ended March 31,

2024 2023 2024 2023

8 unchanged sentences

Transfers from contract asset balance to accounts receivable ( 9,560 )

Balance as of June 30, 2024

Balance as of March 31, 2024

The following table sets forth the Company’s contract liabilities:

4 unchanged sentences

Other adjustments 317

Balance as of June 30, 2024

Balance as of March 31, 2024

The Company has 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.

1 unchanged sentence

Management also regularly reviews collection patterns and future expected collections and makes necessary revisions to allowance for credit losses related to contract assets.

As of June 30, 2024, the Company had approximately $ 249,805 of remaining performance obligations, which are also referred to as backlog.

Approximately 10.2 % of the June 30, 2024 backlog was related to projects that are anticipated to extend beyond June 30, 2025.

As of March 31, 2024, the Company had approximately $ 222,261 of remaining performance obligations, which is also referred to as backlog.

Approximately 10.5 % of the March 31, 2024 backlog was related to projects that are anticipated to extend beyond March 31, 2025.

Goodwill and Other Intangible Assets

4 unchanged sentences

Foreign currency translation impact ( 147 ) — ( 147 )

Balance as of June 30, 2024 $ 20,343 $ 11,676 $ 32,019

On November 17, 2023, the Company acquired the operating assets of Cougar Mountain Precast, LLC, for which all purchase accounting adjustments were finalized as of March 31, 2024.

Purchase accounting finalization during the first quarter of 2024 included adjustments to record $ 429 of gross intangible assets for customer relationships with a weighted average amortization period of 5 years.

Balance as of March 31, 2024 $ 20,319 $ 11,676 $ 31,995

On November 17, 2023, the Company acquired Cougar Mountain Precast, LLC., for which all purchase accounting adjustments were finalized as of March 31, 2024.

Purchase accounting finalization during the three months ended March 31, 2024 included adjustments to record $ 429 of gross intangible assets for customer relationships with a weighted average amortization period of 5 years.

The Company performs goodwill impairment tests annually during the fourth quarter, and also performs interim goodwill impairment tests if it is determined that it is more likely than not that the fair value of a reporting unit is less than the carrying amount.

1 unchanged sentence

However, these factors can be unpredictable and are subject to change.

No interim goodwill impairment test was required as a result of the evaluation of qualitative factors as of June 30, 2024.

No interim goodwill impairment test was required as a result of the evaluation of qualitative factors as of March 31, 2024.

However, future impairment charges could result if future projections diverge unfavorably from current expectations.

The following table sets forth the components of the Company’s intangible assets for the periods presented:

June 30, 2024

March 31, 2024

Weighted Average

20 unchanged sentences

Accounts Receivable

Changes in reserves for uncollectible accounts are recorded as part of “Selling and administrative expenses” in the Condensed Consolidated Statements of Operations, and were an expense of $ 134 and $ 256 for the three months ended June 30, 2024 and 2023, respectively, and an expense of $ 529 and $ 411 for the six months ended June 30, 2024 and 2023, respectively.

Changes in reserves for uncollectible accounts are recorded as part of “Selling and administrative expenses” in the Condensed Consolidated Statements of Operations, and an expense of $ 396 and $ 155 for the three months ended March 31, 2024 and 2023, respectively.

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, expected future trends of collections, current and expected market conditions, and any other relevant subjective adjustments as needed.

6 unchanged sentences

Write-off against allowance ( 35 )

Balance as of June 30, 2024 $ 1,302

Balance as of March 31, 2024 $ 1,170

Inventory is valued at average cost or net realizable value, whichever is lower.

22 unchanged sentences

(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 (as defined in the Credit Agreement), and (ii) 3.50 to 1.00 for all testing periods occurring during an Acquisition Period, 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.

As of June 30, 2024, the Company was in compliance with the covenants in the Credit Agreement, as amended, and had outstanding letters of credit of approximately $ 2,084 .

As of March 31, 2024, the Company was in compliance with the covenants in the Credit Agreement, as amended, and had outstanding letters of credit of approximately $ 2,432 .

Earnings Per Common Share

(Share amounts in thousands)

The following table sets forth the computation of basic and diluted earnings per common share for the periods indicated:

The following table sets forth the computation of basic and diluted earnings (loss) per common share for the periods indicated:

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Numerator for basic and diluted earnings per common share:

Net income attributable to L.B.

Numerator for basic and diluted earnings (loss) per common share:

Net income (loss) attributable to L.B.

Foster Company $ 4,436 $ ( 2,152 )

Weighted average shares outstanding 10,762 10,792

Denominator for basic earnings per common share 10,793 10,807 10,777 10,800

Denominator for basic earnings (loss) per common share 10,762 10,792

Effect of dilutive securities:

1 unchanged sentence

Dilutive potential common shares 223 —

Denominator for diluted earnings per common share - adjusted weighted average shares outstanding 11,060 10,878 11,062 10,866

Basic earnings per common share $ 0.26 $ 0.32 $ 0.68 $ 0.12

Diluted earnings per common share $ 0.26 $ 0.32 $ 0.66 $ 0.12

For the three months ended June 30, 2024 and 2023, the Company recorded an income tax expense of $ 346 and $ 563 , respectively, on pre-tax income of $ 3,163 and $ 4,056 , respectively, for an effective income tax rate of 10.9 % and 13.9 %, respectively.

For the six months ended June 30, 2024 and 2023, the Company recorded an income tax expense of $ 635 and $ 22 , respectively, on pre-tax income of $ 7,857 and $ 1,344 , respectively, for an effective income tax rate of 8.1 % and 1.6 %, respectively.

The Company’s effective income tax rate for the three and six months ended June 30, 2024 differed from the federal statutory rate of 21% primarily due to the realization of a portion of its U.S.

Denominator for diluted earnings (loss) per common share - adjusted weighted average shares outstanding 10,985 10,792

Basic earnings (loss) per common share $ 0.41 $ ( 0.20 )

Diluted earnings (loss) per common share $ 0.40 $ ( 0.20 )

There were 0 and 101 anti-dilutive shares for the three months ended March 31, 2024 and March 31, 2023, respectively.

For the three months ended March 31, 2024 and 2023, the Company recorded an income tax expense of $ 289 on pre-tax income of $ 4,694 and an income tax benefit of $ 541 on pre-tax losses of $ 2,712 , respectively, for an effective income tax rate of 6.2 % and 19.9 %, respectively.

The Company’s effective income tax rate for the three months ended March 31, 2024 differed from the federal statutory rate of 21% primarily due to the realization of a portion of its U.S.

deferred tax assets previously offset by a valuation allowance.

3 unchanged sentences

Stock-Based Compensation

The Company recorded stock-based compensation expense of $ 1,314 and $ 945 for the three months ended June 30, 2024 and 2023, respectively, and $ 2,347 and $ 1,829 for the six months ended June 30, 2024 and 2023, respectively, related to restricted stock awards and performance unit awards.

As of June 30, 2024, unrecognized compensation expense for awards that the Company expects to vest approximated $ 7,478 .

The Company will recognize this unrecognized compensation expense over the upcoming 2.6 years through February 13, 2027.

As of June 30, 2024, the Company had stock awards issued pursuant to the 2022 Equity and Incentive Compensation Plan (the “Equity and Incentive Plan”) and its predecessor, the 2006 Omnibus Incentive Compensation Plan (the “Omnibus Plan”).

No stock options are outstanding under either the Omnibus Plan or Equity and Incentive Plan and, as such, there was no stock-based compensation expense related to stock options recorded for the June 30, 2024 and 2023.

The Company recorded stock-based compensation expense of $ 1,033 and $ 884 for the three months ended March 31, 2024 and 2023, respectively.

As of March 31, 2024, unrecognized compensation expense for awards that the Company expects to vest approximated $ 4,711 .

The Company will recognize this unrecognized compensation expense over the upcoming 1.9 years through March 1, 2026.

As of March 31, 2024, the Company had stock awards issued pursuant to the 2022 Equity and Incentive Compensation Plan (the “Equity and Incentive Plan”) and its predecessor, the 2006 Omnibus Incentive Compensation Plan (the “Omnibus Plan”).

Non-Employee Director Fully-Vested and Restricted Stock Awards

4 unchanged sentences

The forfeitable restricted stock awards granted 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

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.

9 unchanged sentences

Cancelled and forfeited ( 1,000 ) — ( 437 ) 11.62

Outstanding as of June 30, 2024 205,969 12,404 617,005 $ 16.77

Outstanding as of March 31, 2024 173,748 12,404 540,229 $ 13.81

Fair Value Measurements

11 unchanged sentences

As such, the swap agreements are classified as Level 2 within the fair value hierarchy.

As of June 30, 2024 and December 31, 2023, 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 Condensed Consolidated Balance Sheets.

As of March 31, 2024 and December 31, 2023, 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 Condensed Consolidated Balance Sheets.

Fair Value Measurements at Reporting Date Fair Value Measurements at Reporting Date

5 unchanged sentences

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.

For the three months ended June 30, 2024 and 2023, the Company recognized interest income of $ 340 and $ 295 , respectively, from interest rate swaps.

For the six months ended June 30, 2024 and 2023, the Company recognized interest income of $ 677 and $ 540 respectively, from interest rate swaps.

For the three months ended March 31, 2024 and 2023, the Company recognized interest income of $ 337 and $ 245 , respectively, from interest rate swaps.

Retirement Plans

2 unchanged sentences

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 applicable to each respective plan.

applicable to each respective plan.

The Company’s policy is to contribute at least the minimum in accordance with the funding standards of ERISA.

1 unchanged sentence

In the United Kingdom, the Company maintains two defined contribution plans and a defined benefit plan, which is frozen.

On May 23, 2024, the Company’s Board of Directors approved the termination of our frozen L.B.

Foster Company Merged Retirement Plan (the “US DB Plan”) and the Portec Rail Products (UK) Limited Pension Scheme (the “UK DB Plan”).

The transfer of plan assets and obligations to insurers, and subsequent termination is expected to be completed by June 30, 2025.

The Company’s US DB Plan is underfunded as of June 30, 2024, and will require cash payments of approximately $ 2,000 to $ 3,000 to effectuate the termination.

The estimated cash payments are subject to change due to changes in market conditions that can impact the return on plan assets that are held by the US DB Plan and the UK DB Plan.

The UK DB Plan is fully funded as of June 30, 2024, and we do not expect any additional contributions to be required during the termination process.

These plans are discussed in further detail below.

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Interest cost $ 66 $ 71

2 unchanged sentences

Net periodic pension cost $ 13 $ 23

The Company has made contributions to its United States defined benefit plan of $ 200 during the six months ended June 30, 2024 and expects to make total contributions of approximately $ 370 during 2024.

The Company has made contributions to its United States defined benefit plan of $ 100 during the three months ended March 31, 2024 and expects to make total contributions of approximately $ 370 during 2024.

United Kingdom Defined Benefit Plan

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Interest cost $ 56 $ 55

4 unchanged sentences

United Kingdom regulations require trustees to adopt a prudent approach to funding required contributions to defined benefit pension plans.

For the six months ended June 30, 2024, the Company contributed approximately $ 156 to the plan.

For the three months ended March 31, 2024, the Company contributed approximately $ 79 to the plan.

The Company anticipates total contributions of approximately $ 315 to the United Kingdom pension plan during 2024.

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

United States $ 551 $ 614

Canada 34 32 110 94

United Kingdom 281 261

$ 1,041 $ 1,140 $ 1,946 $ 2,077

Commitments and Contingent Liabilities

27 unchanged sentences

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 of factors like those described above, an unfavorable resolution could have a material adverse effect.

As of June 30, 2024 and December 31, 2023, the Company maintained environmental reserves approximating $ 2,398 and $ 2,417 , respectively.

As more information develops and the allocation process is completed, and given the resolution of factors like those described above, an unfavorable resolution could have a material adverse effect.

As of March 31, 2024 and December 31, 2023, the Company maintained environmental reserves approximating $ 2,398 and $ 2,417 , respectively.

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 June 30, 2024.

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 June 30, 2024, no such disclosures were considered necessary.

Subsequent Events

On August 5, 2024, the Board of Directors approved the modification of the Company’s stock repurchase program.

The modifications include revising the repurchase program expiration date from February 2026 to February 2025.

Additionally, the Board of Directors removed the restriction which previously limited repurchases to $ 5,000 in any trailing 12-month period.

The authorized repurchase amount was unchanged at $ 15,000 .

As of June 30, 2024, the Company has repurchased stock of $ 4,021 , with $ 10,979 of the original $ 15,000 authorized remaining.

Any repurchases will continue to 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.

In August 2024, the Company announced an enterprise restructuring program aligned with its strategy to reduce costs and enable investment in growth platforms.

Total restructuring program includes both headcount reductions and attrition and is expected to result in severance and outplacement services charges totaling approximately $ 1,500 .

The majority of the restructuring costs will be recorded in the third quarter of 2024 with any remaining costs being recorded in the fourth quarter of 2024.

Annual run rate savings are expected to be approximately $ 4,500 with approximately $ 2,000 in savings being realized in 2024.

Based on the Company’s assessment as of March 31, 2024, no such disclosures were considered necessary.

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

What changed 10-Q/A

Item 1. Financial Statements