What changed in this filing

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Item 1. Business

2025-03-07 compared with 2024-03-06 · 50 added, 59 removed, 180 unchanged (38% of the section changed)

9 unchanged sentences

Business Segments

The Company has historically operated under three reporting segments:

(1) Rail, Technologies, and Services, (2) Precast Concrete Products, and (3) Steel Products and Measurement.

During 2023, the Company made certain organizational changes, which included the appointment of an executive leader for the Infrastructure Solutions business.

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

After evaluation of the organizational change along with the acquisitions and divestitures that the Company completed, the Company concluded that, beginning in the fourth quarter of 2023, it will operate under two reporting segments, and has restated segment information for the historical periods presented herein to conform to the current presentation.

Accordingly, the Company now operates in two reporting segments:

(1) Rail, Technologies, and Services (“Rail”) and (2) Infrastructure Solutions (“Infrastructure”).

The Company operates under two reporting segments (1) Rail, Technologies, and Services (“Rail”) and (2) Infrastructure Solutions (“Infrastructure”), each of which has certain business units, as described below.

The Company's reportable operating segments have been determined in accordance with the Company's internal management structure, which is organized based on operating activities, the manner in which we organize segments for making operating decisions and assessing performance, and the availability of separate financial results.

Financial information concerning these segments is set forth in Part II, Item 8, Financial Statements and Supplementary Data, Note 2 to the Consolidated Financial Statements contained in this Annual Report on Form 10-K, which is incorporated by reference into this Item 1.

The following table shows the net sales for each reporting segment as a percentage of total net sales for the years ended December 31, 2024 and 2023:

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Infrastructure Solutions 38 43

Rail, Technologies, and Services

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

The Concrete Ties business was also included in Rail Products until it was sold in June of 2023.

The Concrete Ties business was included in Rail Products until it was sold in June of 2023.

Following are summaries of those divisions:

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

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

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

The Company completed the sale of the operating assets of this division in June of 2023.

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These offerings create a smart interface between conventional rail products and intelligent digital technologies to monitor safety, increase network velocity, and enable the digital railway.

In addition, the business unit 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.

These products, systems, and services are designed, engineered, serviced, and marketed in the US, UK, and Germany.

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

(“Skratch”), located in Telford, UK.

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.

In addition, the business unit provides controls, displays, digital signage, and telecommunication contract management solutions for the transit, control room, and customer information and display sectors to enhance safety, operational efficiency, and customer experience.

These products, systems, and services are designed, engineered, serviced, and marketed in the US, UK, Canada, and Germany.

Infrastructure Solutions

The Infrastructure segment uses its industry expertise to design, manufacture, and deploy advanced technologies that positively impact the built environment, including precast concrete buildings and products, bridge products, and pipe protective coatings and threading.

The Infrastructure segment is composed of nine operating facilities across the US providing engineered precast concrete solutions, fabricated bridge products, and protective pipe coating and threading offerings across North America.

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

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

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

VanHooseCo has a manufacturing site in Loudon, near Knoxville, and a facility in Lebanon, TN near Nashville.

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

The acquisition expanded L.B.

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

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

Also under the CXT ® brand, the Company has facilities in Loudon, TN, near Knoxville, and Lebanon, TN near Nashville, which specialize in precast concrete walls, water management products, and forms for the commercial, civil, industrial, and residential infrastructure markets.

The Company leased a facility in Lake County, Florida in 2024, which will produce precast concrete wall systems when operations commence in 2025.

The Company also possesses proprietary license agreements to implement technologies via ENVIROCAST ® , a pre-insulated concrete wall system allowing for faster builds and design flexibility, and ENVIROKEEPER ® , a modular in-ground water retention and management system, which can be applied at all of its manufacturing facilities.

Steel Products

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Bridge Products - The Bridge Products facility in Bedford, PA manufactures a number of fabricated steel and aluminum products primarily for the highway, bridge, and transit industries, including concrete-reinforced steel grid decking, open steel grid deck, aluminum bridge railing, and stay-in-place steel bridge forms.

The Company discontinued its grid deck product line in the third quarter of 2023 and expects to complete any remaining customer obligations in 2024.

The Company discontinued its grid deck product line in the third quarter of 2023 and expects to complete all remaining customer obligations in 2025.

Water Well Products - The Company’s Magnolia, TX facility cuts, threads, and paints pipe primarily for water well applications for the agriculture industry and municipal water authorities and, to a lesser extent, threading services for oil and gas production.

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Our Birmingham, AL facility coats the outside and inside diameter of pipe primarily for oil and gas transmission pipelines.

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

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

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The second location, situated in Willis, TX, applies specialty outside and inside diameter coatings for a wide variety of pipe diameters for oil and gas transmission, mining, and waste-water pipelines, as well as custom coatings for specialty pipe fittings and connections.

Precision Measurement Products and Systems - The Company manufactured and provided turnkey solutions for metering and injection systems primarily for the oil, and, to a lesser extent, gas industry via its Chemtec Energy Services LLC (“Chemtec”) business.

Precision Measurement Products and Systems - The Company previously manufactured and provided turnkey solutions for metering and injection systems primarily for the oil, and, to a lesser extent, gas industry via its Chemtec Energy Services LLC (“Chemtec”) business.

The Willis, TX location operated a fabrication plant that built metering systems for custody transfer applications, including crude oil and other petroleum-based products.

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Raw Materials and Supplies

The Company purchases a variety of raw materials from its supplier base including steel, aggregate, epoxy, electronics, and components, from both domestic and foreign suppliers.

Products are also purchased in the form of finished or semi-finished products with the majority of product being supplied by domestic and foreign steel producers.

The Company purchases a variety of raw materials from its supplier base including epoxy, electronics, and components, from both domestic and foreign suppliers.

The Company also purchases steel, cement, and aggregates which are primarily sourced from domestic suppliers.

Products are also purchased in the form of finished or semi-finished products with the majority of product being supplied by domestic and some foreign steel producers.

Generally, the Company has a number of vendor options.

The Company’s purchases from foreign suppliers are subject to foreign currency exchange rate changes and the risks associated with changes in international conditions, as well as US and international laws that could impose import restrictions on selected classes of products and for anti-dumping duties if products are sold in the US at prices that are below specified prices.

The Company’s purchases from foreign suppliers are subject to foreign currency exchange rate changes, tariffs, and the risks associated with changes in international conditions, as well as US and international laws that could impose import restrictions and tariffs on selected classes of products and for anti-dumping duties if products are sold in the US at prices that are below specified prices.

The Company’s backlog represents the sales price of customer purchase orders or contracts in which the performance obligations have not been met, and therefore are precluded from revenue recognition.

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Foster SPIRIT.

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Diversity and Inclusion

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Additionally, the Company will also make reasonable accommodations for individuals with known disabilities who are otherwise qualified to perform a job.

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

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

The Company continues to support the Spark initiative, which is an employee resource group available to all employees interested in furthering the mission of empowerment and professional growth of women in the workplace.

Environmental, Social, and Governance Matters

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We also emphasize continual improvement in preventing pollution and reducing the environmental impact of our operations while maximizing opportunities for environmental and social benefits.

In 2024, the Company issued its inaugural sustainability report, reinforcing its commitment to sustainable practices with a lens towards creating value across various areas, aligning with stakeholder sustainability needs and positioning the Company as a valuable supplier, employer, community member, and investment.

This report is intended to help drive the Company’s strategy by aligning sustainability with operations, and addresses employee practices and the Company's environmental footprint while providing insight into the sustainable benefit provided to our customers’ operations.

Health and Safety

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The Company continually strives to develop best practices in EHS management based on international standards such as ISO 14001:2015 and ISO 45001:2018.

The Company has 9 locations/businesses throughout North America and Europe that Environmental Management Systems has independently assessed and are compliant with the requirements of ISO 14001:2015 and ISO 45001:2018.

The Company has nine locations/businesses throughout North America and Europe where the Environmental Management Systems have been independently assessed and verified as compliant with the requirements of ISO 14001:2015 and ISO 45001:2018.

Leadership and Talent Management

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The Company is committed to finding and hiring the best-qualified candidate (from within or outside of the organization) for a job opening, in a timely and cost-effective manner.

The recruitment process includes analyzing the requirements of a job, meeting with hiring management to determine the appropriate qualifications and experience for the position, attracting qualified candidates to that job, providing opportunities to advance diversity in the workforce, screening and selecting applicants, hiring, and ultimately integrating the new employee to the organization.

The recruitment process includes analyzing the requirements of a job, meeting with hiring management to determine the appropriate qualifications and experience for the position, attracting qualified candidates to that job, screening and selecting applicants, hiring, and ultimately integrating the new employee to the organization.

Development Planning

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Succession Planning

A process for identifying and developing employees with the potential to fill key business leadership positions within the Company are key to future success.

A process for identifying and developing employees with the potential to fill key business leadership positions within the Company is key to future success.

Succession planning increases the availability of experienced and capable employees that are prepared to assume these critical roles as they become available.

Performance Management

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

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

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As of December 31, 2024, the Company had 1,057 employees of which 819 were located within the US, 42 within Canada, 189 in Europe, and 7 within other locations.

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Of the hourly production workers, 8 were represented by unions.

The Company has one collective bargaining agreement covering 11 employees which is scheduled to expire in March 2025.

The Company divested its Ties and Track Components divisions on June 30, 2023 and August 1, 2022, respectively, which included collective bargaining agreements with employees of those business divisions.

The Company has one collective bargaining agreement covering 8 employees which is being negotiated and is scheduled to expire in March 2025.

The Company divested its Ties division on June 30, 2023.

The Company has not suffered any major work stoppages in recent history and considers its relations with its employees to be satisfactory.

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Our website and the information posted thereto is not part of this Annual Report on Form 10-K and unless otherwise stated is specifically not incorporated by reference herein.

Executive Officers of the Registrant

Information about our Executive Officers

Information concerning the executive officers of the Company is set forth below:

Name Age Position

Friedman 45 Senior Vice President - Steel Products and Special Projects

Friedman 46 Senior Vice President - Steel Products and Special Projects (January 2024 - June 2024)

Executive Vice President and Chief Growth Officer (July 2024 - Present)

Guinee 55 Executive Vice President, General Counsel, and Secretary

Jones 57 Senior Vice President - UK Services and Solutions

Kasel 59 President and Chief Executive Officer

Kelly 64 Executive Vice President - Human Resources and Administration

Kelly 65 Executive Vice President - Senior Advisor to the Chief Executive Officer

Lippard 56 Senior Vice President - Rail, Technologies, and Services

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Thalman 58 Executive Vice President and Chief Financial Officer

Treacy 64 Executive Vice President and Chief Growth Officer

Friedman was elected Senior Vice President - Steel Products and Special Projects in December of 2023, having previously served as Senior Vice President, Steel Products, Vice President - Steel Products and Measurement, and Vice President - Coatings and Measurement since joining the Company in May of 2019.

O'Neill 51 Senior Vice President - Human Resources

Rolli 43 Senior Vice President - Operational Administration

Friedman was elected Executive Vice President and Chief Growth Officer in July of 2024, having previously served as the Company’s Senior Vice President - Steel Products and Special Projects since December of 2023, and prior to that served as Senior Vice President, Steel Products, Vice President - Steel Products and Measurement, and Vice President - Coatings and Measurement since joining the Company in May of 2019.

Prior to joining the Company, Mr.

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Heinz Company from 1997 to 2013, last serving as Vice President - Corporate Governance and Securities and Assistant Secretary.

Jones has worked at L.B.

Foster since 2010.

Jones was elected Senior Vice President - UK Services and Solutions in October 2021, having previously served as Vice President - Global Technology and Managing Director of L.B.

Technologies (UK) Ltd, having held the latter position from 2010 to 2021.

Prior to L.B.

Jones held the position of Managing Director of Portec Rail Products (UK) Ltd from 2006 to 2010.

Effective February 29, 2024, Mr.

Jones retired from his position as Senior Vice President - UK Services and Solutions.

Kasel was elected President and Chief Executive Officer in July 2021, having previously served as Senior Vice President and Chief Operating Officer since December 2019, Senior Vice President - Rail and Construction from 2017 to 2019, Senior Vice President - Rail Products and Services from 2012 to 2017, Senior Vice President - Operations and Manufacturing from 2005 to 2012, and Vice President - Operations and Manufacturing from 2003 to 2005.

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and Vice President - Operations and Manufacturing from 2003 to 2005.

Kasel served as Vice President of Operations for Mammoth, Inc., a Nortek company from 2000 to 2003.

Kelly was elected Executive Vice President - Human Resources and Administration in June of 2023, having previously served as Senior Vice President - Human Resources and Administration, and was elected Vice President - Human Resources and Administration in 2012, having previously served as Vice President, Human Resources since 2006.

Kelly was elected Executive Vice President - Senior Advisor to the Chief Executive Officer in January 2025, having previously served as Executive Vice President - Human Resources and Administration since 2023, Senior Vice President - Human Resources and Administration, and was elected Vice President - Human Resources and Administration in 2012, having previously served as Vice President, Human Resources since 2006.

Prior to joining the Company, Mr.

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Vice President - Finance Infrastructure, Director of Finance - M&A and Planning, Director of Finance – Kennametal Europe, Director of Finance - MSSG Americas, Assistant Corporate Controller, and Director of Financial Reporting.

Treacy was appointed Executive Vice President and Chief Growth Officer in October 2021, and was previously Senior Vice President - Infrastructure Solutions in 2021, Vice President - Infrastructure Solutions from November 2020 to February 2021, Vice President - Tubular and Energy Services from 2017 to 2020.

Treacy previously served as Director of Technology and General Manager, Transit Products within the Rail Products and Services segment since 2013.

Prior to joining the Company, Mr.

Treacy served as Interim President of Tuthill Vacuum and Blower Systems from 2012 to 2013.

Treacy previously served as General Manager, Crane Vending Solutions for Crane Co.

from 2009 to 2011 and was employed by Parker Hannifin from 2000 to 2009, last serving as Vice President of Operations Development.

O'Neill was elected Senior Vice President - Human Resources in January 2025, having previously served as Vice President - Human Resources since August 2020, Director - Human Resources since January 2015, and Manager - Compensation and HRIS since 2006.

Prior to joining the Company, Ms.

O'Neill had various roles last serving as Manager - Compensation and HRIS at 84 Lumber Company.

Rolli was elected Senior Vice President - Operational Administration in January 2025, having previously served as Vice President - Operational Administration since September 2023, Director - Quality from 2019 to 2023, and Senior Quality Manager from 2013 to 2017.

Prior to re-joining the Company, Ms.

Rolli served as Quality Manager at Praxair Surface Technologies Inc.

from 2017 to 2019 and previously served as Quality Manager and Laboratory Supervisor at Kennametal Inc.

from 2006 to 2013.

Officers are elected annually at the organizational meeting of the Board of Directors following the annual meeting of stockholders.

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

What changed 10-K

Item 1. Business