FOSTER L B CO 10-Q

Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures L.B. Foster Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of March 31, 2025. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of such date to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to management, including the Chief Executive Officer, Chief Financial Officer, or person performing such functions, as appropriate to allow timely decisions regarding disclosure. Remediation of Material Weakness As previously disclosed in our Quarterly Reports on Form 10-Q/A for the quarters ended March 31, 2024 and June 30, 2024, in our Annual Report on Form 10-K/A for the year ended December 31, 2023, and in our Annual Report on Form 10-K for the year ended December 31, 2024, the Company concluded its controls related to the accounting for, and disclosure of, non-recurring complex transactions were not effective as of the conclusion of such periods. This material weakness resulted in a material error in the Company’s previously issued Unaudited Condensed Consolidated Financial Statements, which was subsequently corrected in the amendments for the year ending December 31, 2023 and quarterly periods ending March 31, 2024 and June 30, 2024. Management has designed and implemented a new process and control to remediate the material weakness related to the accounting for, and disclosure of, non-recurring complex transactions. As a part of the remediation process, the Company established a policy to enhance the review and documentation of these non-recurring complex transactions and where appropriate engage a qualified third-party accounting consultant to review and analyze the financial impact for these transactions when they arise, to ensure proper accounting for and disclosure of these transactions. The above mentioned control has been in operation for a sufficient period of time for management to be able to conclude that this control is operating effectively. Accordingly, as of March 31, 2025, management believes the material weakness has been remediated. Changes in Internal Control Over Financial Reporting Other than the remediation of the material weakness described above, there were no changes to our “internal control over financial reporting” (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended March 31, 2025. Limitations on Effectiveness of Controls and Procedures In designing and evaluating disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. 27 Table of Contents PART II. OTHER INFORMATION (Dollars in thousands, except share data) Item 1. Legal Proceedings See Note 13 of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q, which is incorporated herein by reference. Item 1A. Risk Factors This item is not applicable to a smaller reporting company.