TRUEThis Amendment No. 1 on Form 10-Q/A (this "Quarterly Report on Form 10-Q/A") amends and restates certain items noted below in the Quarterly Report on Form 10-Q of L.B. Foster (the "Company") for the quarterly period ended June 30, 2024, as originally filed with the Securities and Exchange Commission ("SEC") on August 6, 2024 (the "Original Form 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美國
證券交易委員會
華盛頓,DC 20549
表格 10-Q/A
(第1號修正案)
(標記一)
根據1934年證券交易法第13或15(d)節提交的季度報告
截至季度結束 2024年6月30日
或者
根據1934年證券交易法第13或第15(d)條款的過渡報告
用於過渡期從                                         
委託文件編號:001-39866000-10436
LBF-corporate-logo_linear-colour_crop.gif
L.B. Foster Company
(根據其章程規定的註冊人準確名稱)
賓夕法尼亞州
25-1324733
(擬定公司)
(美國國稅局僱主識別號碼)
415 Holiday Drive, 100套房, 匹茲堡, 賓夕法尼亞州
15220
,(主要行政辦公地址)(郵政編碼)
(412) 928-3400
(註冊人電話號碼,包括區號)
在法案第12(b)條的規定下注冊的證券:
每一類的名稱交易標誌在其上註冊的交易所的名稱
普通股,面值0.01美元FSTR納斯達克全球精選市場

請勾選以下方框:申報人(1)在證券交易所法的過去12個月內(或申報人必須提交此類報告的較短期間內)是否已提交所有要求提交的報告,並(2)在過去90天內是否已受到申報要求的限制。 ☒ 否 ☐

請用複選標記指示,申報人在過去的12個月內(或者對於申報人被要求提交這些文件的更短時期)是否按照S-t法規第405條規定的要求,每一個互動數據文件。 ☒    否 ☐
請勾選標記以說明註冊人是大型快速申報人、加速申報人、非加速申報人、較小的報告公司還是新興成長型公司。請查看《交易所法》第120億.2條中「大型快速申報人」、「加速申報人」、「較小的報告公司」和「新興成長型公司」的定義。
大型加速存取器 ☐
加速文件提交人
非加速申報人 ☐
小型報告公司
新興成長性公司
如果是新興成長企業,請在複選框中打勾,以表示註冊申請人已選擇不使用根據證券交易法第13(a)條規定提供的任何新的或修訂的財務會計準則的擴展過渡期來符合規定。☐

請用勾號表示公司是否屬於殼公司(如《交易所法》120億.2規定)。 是 ☐ 否 




截至2024年7月30日,註冊公司發行普通股的流通股爲 10,950,412公司的普通股每股面值爲0.01美元,已發行的股份。

說明:

L.b.福斯特公司(以下簡稱「公司」)正在提交此第1號修正案表10-Q/A(以下簡稱「修正表10-Q」),以修訂和重新陳述公司截至2024年6月30日季度的10-Q表中的某些項目,該季度報告最初於2024年8月6日向證券交易委員會(以下簡稱「SEC」)提交(以下簡稱「原表10-Q」)。本修正表10-Q包括截至2024年6月30日結束的重新陳述未經審計的基本報表。

重述背景

根據公司於2024年10月8日向證券交易委員會提交的8-k表格中披露的第4.02項當前報告,在原始10-Q表格提交後,公司發現與位於得克薩斯州Magnolia的前合資企業設施出售的347.7萬美元收益分類相關的錯誤(「Magnolia Sale」),此次出售已於2024年第一季度完成,並在截至2024年6月30日的六個月內反映在公司未經審計的利潤表中(「受影響時期」)。Magnolia Sale完成後,公司在公司未經審計的利潤表的「其他(收入)支出-淨額」中記錄了347.7萬美元的收益。公司已得出這樣的分類是適當的結論,因爲該設施是爲了公司向合資企業提供直接融資租賃而建造的,並且該設施並未被公司用於其經營活動。然而,根據ASC 360-10-45-5的規定,Magnolia Sale中的347.7萬美元收益應該被記錄爲「營業收入」的組成部分,而不是「其他(收入)支出-淨額」。由於2024年第一季度的分類錯誤,截至2024年6月30日的六個月,公司的「營業收入」被低估了347.7萬美元,並且「其他(收入)支出-淨額」在10-Q原始表格中包含的受影響時期的公司未經審計的利潤表中被高估了347.7萬美元。

根據公司董事會審計委員會(「審計委員會」)於2024年10月7日(「確定日期」)根據公司管理層的建議判定,前段描述的玉蘭銷售收益分類爲公司先前發佈的受影響期間未經審計的簡明合併利潤表中的錯誤,該利潤表包括在原始10-Q表格中,並且應重新表述以糾正此錯誤。因此,審計委員會在確定日期作出結論,受影響期間先前發佈的未經審計的簡明合併財務報表,包括在原始10-Q表格中,不應再被依賴。

公司管理層還得出結論,截至2024年6月30日,由於財務報告內部控制中存在的實質性缺陷,即與非經常性複雜交易的會計處理和披露相關的控制未有效設計,導致公司的披露控制與程序不起作用。公司計劃消除這一實質性缺陷的討論已列在修訂後的第I部分 - 項目4.控制和程序的Amended表格10-Q中。此外,在2024年6月30日結束的三個月和六個月內,公司發現了其他不重要的錯誤,這些錯誤也已經通過此申報進行了更正。

公司已在此修訂後的10-Q表格中,根據2002年薩班尼斯-豪利法案第302和第906條的要求,包含了由公司首席執行官和首席財務官執行的更新認證,截至本修訂後的10-Q表格日期。更新的認證作爲表格31.1、31.2和32.0的附件包含在此。

2024年6月30日止六個月的未經審計的簡明合併利潤表中的分類錯誤不會影響「總淨銷售額」、「稅前收入」、「所得稅費用」、「淨利潤」、「普通股基本每股收益」、「普通股攤薄每股收益」、「管理激勵報酬」或公司的信貸額度契約,以及任何披露的非GAAP指標,包括調整後的EBITDA和有機銷售。

The Company is filing this Amended Form 10-Q for the quarterly period ended June 30, 2024 to amend and restate the following items included in the Original Form 10-Q:

Part I - Item 1. Condensed Consolidated Financial Statements (Unaudited);
Part I - Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations;
Part I - Item 4. Controls and Procedures;
Part II - Item 1A. Risk Factors; and
Part II - Item 6. Exhibits.




Pursuant to Rule 12b-15, this Amended Form 10-Q sets forth the complete text of each item listed above, as amended. Except for such items, this Amended Form 10-Q does not amend, update or change any other items or disclosures in the Original Form 10-Q and continues to describe the conditions as of the date of the Original Form 10-Q. As such, except as set forth herein, we have not updated or modified the disclosures contained in the Original Form 10-Q to reflect any events that have occurred after the Original Form 10-Q.





L.B. FOSTER COMPANY AND SUBSIDIARIES
INDEX
 
Page



Table of Contents
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
L.B. FOSTER COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
June 30,
2024
December 31,
2023
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents$4,021 $2,560 
Accounts receivable - net (Note 5)75,889 53,484 
Contract assets - net (Note 3)20,562 29,489 
Inventories - net (Note 6)80,085 73,111 
Other current assets10,912 8,711 
Total current assets191,469 167,355 
Property, plant, and equipment - net75,608 75,579 
Operating lease right-of-use assets - net13,313 14,905 
Other assets:
Goodwill (Note 4)32,019 32,587 
Other intangibles - net (Note 4)17,078 19,010 
Other assets3,774 2,965 
TOTAL ASSETS$333,261 $312,401 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $45,920 $39,500 
Deferred revenue (Note 3)7,532 12,479 
Accrued payroll and employee benefits7,921 16,978 
Current portion of accrued settlement (Note 13)6,000 8,000 
Current maturities of long-term debt (Note 7)167 102 
Other accrued liabilities12,889 17,442 
Total current liabilities80,429 94,501 
Long-term debt (Note 7)87,006 55,171 
Deferred tax liabilities (Note 9)1,173 1,232 
Long-term operating lease liabilities10,497 11,865 
Other long-term liabilities6,504 6,797 
Stockholders’ equity:
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
111 111 
Paid-in capital42,612 43,111 
Retained earnings131,916 124,633 
Treasury stock - at cost, 332,743 and 381,844 common stock shares at June 30, 2024 and December 31, 2023, respectively
(6,405)(6,494)
Accumulated other comprehensive loss(21,156)(19,250)
Total L.B. Foster Company stockholders’ equity147,078 142,111 
Noncontrolling interest574 724 
Total stockholders’ equity147,652 142,835 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY$333,261 $312,401 

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
5

Table of Contents
L.B. FOSTER COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
Three Months Ended
June 30,
Six Months Ended
June 30,
2024202320242023
(As Restated)
Sales of goods$122,417 $132,167 $226,880 $230,705 
Sales of services18,379 15,867 38,236 32,817 
Total net sales140,796 148,034 265,116 263,522 
Cost of goods sold93,715 100,710 175,257 178,759 
Cost of services sold16,568 14,713 33,170 28,845 
Total cost of sales110,283 115,423 208,427 207,604 
Gross profit30,513 32,611 56,689 55,918 
Selling and administrative expenses24,818 24,522 47,688 45,939 
(Gain) on sale of former joint venture facility  (3,477) 
Amortization expense1,123 1,375 2,340 2,740 
Operating income4,572 6,714 10,138 7,239 
Interest expense - net1,493 1,574 2,618 2,962 
Other (income) expense - net(84)1,084 (337)2,933 
Income before income taxes3,163 4,056 7,857 1,344 
Income tax expense346 563 635 22 
Net income2,817 3,493 7,222 1,322 
Net loss attributable to noncontrolling interest(30)(38)(61)(57)
Net income attributable to L.B. Foster Company$2,847 $3,531 $7,283 $1,379 
Per share data attributable to L.B. 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 weighted average shares outstanding10,793 10,807 10,777 10,800 
Diluted weighted average shares outstanding11,060 10,878 11,062 10,866 


The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
6

Table of Contents
L.B. FOSTER COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(In thousands)
Three Months Ended
June 30,
Six Months Ended
June 30,
2024202320242023
Net income$2,817 $3,493 $7,222 $1,322 
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment(452)1,252 (1,966)2,503 
Unrealized (loss) gain on cash flow hedges, net of tax expense of $0
(186)496 (80)78 
Reclassification of pension liability adjustments to earnings, net of tax expense of $7, $2, $11, and $4, respectively*
26 41 51 81 
Total comprehensive income2,205 5,282 5,227 3,984 
Less comprehensive (loss) income attributable to noncontrolling interest:
Net loss attributable to noncontrolling interest(30)(38)(61)(57)
Foreign currency translation adjustment(72)29 (89)33 
Amounts attributable to noncontrolling interest(102)(9)(150)(24)
Comprehensive income attributable to L.B. Foster Company$2,307 $5,291 $5,377 $4,008 

 
*
Reclassifications out of “Accumulated other comprehensive loss” for pension obligations are charged to “Selling and administrative expenses” within the Condensed Consolidated Statements of Operations.

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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Table of Contents
L.B. FOSTER COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
Six Months Ended
June 30,
20242023
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income$7,222 $1,322 
Adjustments to reconcile net income to cash used in operating activities:
Deferred income taxes(61)(1,710)
Depreciation4,736 4,989 
Amortization2,340 2,740 
Equity in loss (income) of nonconsolidated investments6 (16)
Gain on sales and disposals of property, plant, and equipment(4,412)(366)
Stock-based compensation2,347 1,829 
Loss on asset divestitures 3,074 
Change in operating assets and liabilities:
Accounts receivable(22,532)6,584 
Contract assets8,499 (3,033)
Inventories(7,033)(13,068)
Other current assets(2,907)(1,251)
Other noncurrent assets1,666 (865)
Accounts payable6,048 465 
Deferred revenue(4,917)627 
Accrued payroll and employee benefits(9,009)(1,885)
Accrued settlement(2,000)(2,000)
Other current liabilities(4,210)(941)
Other long-term liabilities(2,181)172 
Net cash used in operating activities(26,398)(3,333)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the sale of property, plant, and equipment3,881 539 
Capital expenditures on property, plant, and equipment(4,766)(1,495)
Proceeds from business dispositions 7,706 
Acquisitions, net of cash acquired 966 
Net cash (used in) provided by investing activities(885)7,716 
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of debt(100,617)(95,251)
Proceeds from debt132,572 92,331 
Treasury stock acquisitions(3,140)(977)
Investment of noncontrolling interest 334 
Net cash provided by (used in) financing activities28,815 (3,563)
Effect of exchange rate changes on cash and cash equivalents(71)178 
Net increase in cash and cash equivalents1,461 998 
Cash and cash equivalents at beginning of period2,560 2,882 
Cash and cash equivalents at end of period$4,021 $3,880 
Supplemental disclosure of cash flow information:
Interest paid$2,380 $2,889 
Income taxes paid (received)$1,227 $(331)
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
8

Table of Contents
L.B. FOSTER COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
(Dollars in thousands)
Three Months Ended June 30, 2024
Common
Stock
Paid-in
Capital
Retained
Earnings
Treasury
Stock
Accumulated Other
Comprehensive Loss
Noncontrolling
Interest
Total Stockholders’
Equity
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 

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Table of Contents
Three Months Ended June 30, 2023
Common
Stock
Paid-in
Capital
Retained
Earnings
Treasury
Stock
Accumulated Other
Comprehensive Loss
Noncontrolling
Interest
Total Stockholders’
Equity
Balance, March 31, 2023$111 $40,951 $121,017 $(5,174)$(20,296)$405 $137,014 
Net income (loss)— — 3,531 — — (38)3,493 
Other comprehensive income, net of tax:
Pension liability adjustment— — — — 41 — 41 
Foreign currency translation adjustment— — — — 1,223 29 1,252 
Unrealized derivative loss on cash flow hedges— — — — 496 — 496 
Purchase of 51,241 common shares for treasury
— — — (662)— — (662)
Issuance of 58,432 common shares, net of shares withheld for taxes
— (977)— 990 — — 13 
Stock-based compensation— 945 — — — — 945 
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.
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Table of Contents
L.B. FOSTER COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
(Dollars in thousands)
Six Months Ended June 30, 2024
Common
Stock
Paid-in
Capital
Retained
Earnings
Treasury
Stock
Accumulated Other
Comprehensive Loss
Noncontrolling
Interest
Total Stockholders’
Equity
Balance, December 31, 2023$111 $43,111 $124,633 $(6,494)$(19,250)$724 $142,835 
Net income (loss)— — 7,283 — — (61)7,222 
Other comprehensive loss, net of tax:
Pension liability adjustment— — — — 51 — 51 
Foreign currency translation adjustment— — — — (1,877)(89)(1,966)
Unrealized derivative loss on cash flow hedges— — — — (80)— (80)
Purchase of 70,080 common shares for treasury
— — — (1,707)— — (1,707)
Issuance of 119,181 common shares, net of shares withheld for taxes
— (3,220)— 1,796 — — (1,424)
Stock-based compensation— 2,347 — — — — 2,347 
Investment of noncontrolling interest— 374 — — — — 374 
Balance, June 30, 2024$111 $42,612 $131,916 $(6,405)$(21,156)$574 $147,652 

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Table of Contents
Six Months Ended June 30, 2023
Common
Stock
Paid-in
Capital
Retained
Earnings
Treasury
Stock
Accumulated Other
Comprehensive Loss
Noncontrolling
Interest
Total Stockholders’
Equity
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 
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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Table of Contents
L.B. FOSTER COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollars in thousands, except share data)
Note 1. Basis of Presentation
The accompanying Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The year-end consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. 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. 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. Foster Company’s Annual Report on Form 10-K/A for the year ended December 31, 2023. In this Quarterly Report on Form 10-Q/A, references to “we,” “us,” “our,” and the “Company” refer collectively to L.B. Foster Company and its consolidated subsidiaries.
Recently Issued Accounting Standards
In November 2023, the FASB issued Accounting Standards Update 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which requires enhanced disclosures regarding significant segment expenses that are regularly reviewed by the chief operating decision maker (“CODM”) and included in each reported measure of segment profit or loss, including an amount for “other segment items” by reportable segment and a description of its composition. ASU 2023-07 also requires entities to disclose the title and position of the CODM and an explanation of how the CODM uses reported measures of segment profit or loss to assess performance and allocate resources. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 with early adoption permitted. The Company expects ASU 2023-07 to only impact its disclosures with no impacts to its consolidated financial condition, results of operations, and cash flows.

In December 2023, the FASB issued Accounting Standards Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires entities to disclose additional information with respect to the effective tax rate reconciliation and disaggregation of income tax expense and income taxes paid by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. 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”). 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. Note only line items that were impacted by the Restatement Adjustments and immaterial error corrections are included below.

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Three Months Ended June 30, 2024
As Previously ReportedAdjustments
As Revised
Cost of goods sold$93,705 $10 $93,715 
Total cost of sales110,273 10 110,283 
Gross profit30,523 (10)30,513 
Selling and administrative expenses24,896 (78)24,818 
Operating income4,504 68 4,572 
Other income - net
(152)68 (84)

Six Months Ended June 30, 2024
As Previously ReportedRestatement AdjustmentsAs Restated
Cost of goods sold$175,174 $83 $175,257 
Total cost of sales208,344 83 208,427 
Gross profit56,772 (83)56,689 
Selling and administrative expenses47,645 43 47,688 
(Gain) on sale of former joint venture facility (3,477)(3,477)
Operating income6,787 3,351 10,138 
Other income - net
(3,688)3,351 (337)

Three Months Ended June 30, 2023
As Previously Reported
Adjustments
As Revised
Cost of goods sold$101,069 $(359)$100,710 
Total cost of sales115,782 (359)115,423 
Gross profit32,252 359 32,611 
Selling and administrative expenses24,528 (6)24,522 
Operating income6,349 365 6,714 
Other expense - net
719 365 1,084 

Six Months Ended June 30, 2023
As Previously Reported
Adjustments
As Revised
Cost of goods sold$179,134 $(375)$178,759 
Total cost of sales207,979 (375)207,604 
Gross profit55,543 375 55,918 
Selling and administrative expenses45,951 (12)45,939 
Operating income6,852 387 7,239 
Other expense - net
2,546 387 2,933 

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
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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.

Year Ended December 31, 2023
As Previously ReportedAdjustmentsAs Revised
ASSETS
Current assets:
Inventories - net
$73,496 $(385)$73,111 
Other current assets8,961 (250)8,711 
Total current assets167,990 (635)167,355 
Property, plant, and equipment - net75,999 (420)75,579 
Other assets:
Other assets2,715 250 2,965 
TOTAL ASSETS313,206 (805)312,401 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $40,305 $(805)$39,500 
Total current liabilities95,306 (805)94,501 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY313,206 (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. Note only line items that were impacted by the immaterial error corrections are included below.

Six Months Ended June 30, 2024
As Previously Reported
Adjustments
As Revised
CASH FLOWS FROM OPERATING ACTIVITIES:
Inventories$(6,648)$(385)$(7,033)
Other current assets(2,657)(250)(2,907)
Other noncurrent assets1,416 250 1,666 
Accounts payable5,243 805 6,048 
Net cash used in operating activities(26,818)420 (26,398)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures on property, plant, and equipment$(4,346)$(420)$(4,766)
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.

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.

Note 2. Business Segments
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. Other income and expenses, interest, income taxes, and certain other items are managed on a consolidated basis. The Company’s segment accounting policies are described in Note 2 Business Segments 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.
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The Company is organized and operates in two reporting segments: Rail, Technologies, and Services (“Rail”), and Infrastructure Solutions (“Infrastructure”). 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.

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 SalesSegment Operating IncomeNet SalesSegment Operating Income
Rail, Technologies, and Services$85,594 $5,501 $91,616 $6,971 
Infrastructure Solutions55,202 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 SalesSegment Operating IncomeNet SalesSegment Operating Income
(As Restated)
Rail, Technologies, and Services$168,217 $12,279 $156,000 $9,365 
Infrastructure Solutions96,899 2,235 107,522 2,433 
Total$265,116 $14,514 $263,522 $11,798 


Segment operating income, 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. Other corporate functional costs that are associated with the operating segments are also allocated to the segments such as finance, marketing, credit and collections, and treasury functions. 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. 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 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. These corporate costs include public company costs such as listing fees, audit fees, compliance costs, and Board of Directors fees. Additionally, certain corporate executive management costs, including costs of the corporate executive leadership team and corporate management stock-based compensation expenses are not allocated to the operating segments. 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.


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The following table demonstrates a reconciliation of reportable segment net profit to the Company’s consolidated total for the periods presented:
Three Months Ended
June 30,
Six Months Ended
June 30,
2024202320242023
(As Restated)
Income from operations:
Total segment operating income$9,124 $9,744 $14,514 $11,798 
Gain on sale of former joint venture facility  3,477  
Interest expense - net(1,493)(1,574)(2,618)(2,962)
Other income (expense) - net84 (1,084)337 (2,933)
Public company costs (1,621)(1,217)(2,840)(1,873)
Corporate executive management costs(1,885)(1,155)(3,292)(1,521)
Corporate management stock-based compensation (880)(604)(1,479)(1,148)
Other(166)(54)(242)(17)
Income before income taxes$3,163 $4,056 $7,857 $1,344 
Depreciation/Amortization:
Total segment depreciation/amortization$3,018 $3,412 $6,151 $6,841 
Corporate depreciation/amortization467 447 925 888 
Depreciation/amortization$3,485 $3,859 $7,076 $7,729 
Expenditures for Long-Lived Assets:
Total segment expenditures for long-lived assets$1,480 $708 $4,049 $1,066 
Corporate expenditures for long-lived assets574 88 717 429 
Expenditures for long-lived assets$2,054 $796 $4,766 $1,495 

The following table illustrates assets of the Company by reportable segment for the periods presented:
June 30,
2024
December 31,
2023
Rail, Technologies, and Services$174,486 $156,638 
Infrastructure Solutions129,769 130,247 
Unallocated corporate assets29,006 25,516 
Total$333,261 $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.

On August 30, 2023, the Company announced the discontinuation of its Bridge Products grid deck product line (“Bridge Exit”) which was reported in the Steel Products business unit within the Infrastructure segment. 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
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$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.

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. Cougar has been included in the Precast Concrete Products business unit within the Infrastructure segment.
Note 3. Revenue
The following table summarizes the Company’s sales by major product and service line for the periods presented:
Three Months Ended
June 30,
Six Months Ended
June 30,
2024202320242023
Rail Products$56,323 $64,246 $109,361 $104,475 
Global Friction Management17,438 17,680 31,459 33,499 
Technology Services and Solutions11,833 9,690 27,397 18,026 
Rail, Technologies, and Services85,594 91,616 168,217 156,000 
Precast Concrete Products33,950 33,865 55,041 58,153 
Steel Products21,252 22,553 41,858 49,369 
Infrastructure Solutions55,202 56,418 96,899 107,522 
Total net sales$140,796 $148,034 $265,116 $263,522 

The majority of the Company’s revenue is from products transferred and services rendered to customers at a point in time. The Company recognizes revenue at the point in time at which the customer obtains control of the product or service, which is generally when the product title passes to the customer upon shipment or the service has been rendered to the customer. In limited cases, title does not transfer and revenue is not recognized until the customer has received the products at a designated physical location.


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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 ServicesInfrastructure SolutionsTotal
Point in time$69,923 $35,127 $105,050 
Over time15,671 20,075 35,746 
Total net sales$85,594 $55,202 $140,796 
Three Months Ended June 30, 2023
Rail, Technologies, and ServicesInfrastructure SolutionsTotal
Point in time$75,923 $34,947 $110,870 
Over time15,693 21,471 37,164 
Total net sales$91,616 $56,418 $148,034 

Six Months Ended June 30, 2024
Rail, Technologies, and ServicesInfrastructure SolutionsTotal
Point in time$135,462 $64,784 $200,246 
Over time32,755 32,115 64,870 
Total net sales$168,217 $96,899 $265,116 
Six Months Ended June 30, 2023
Rail, Technologies, and ServicesInfrastructure SolutionsTotal
Point in time$129,757 $64,075 $193,832 
Over time26,243 43,447 69,690 
Total net sales$156,000 $107,522 $263,522 

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 and technology services and solutions projects within the Rail segment, precast concrete buildings within the Precast Concrete Products division in the Infrastructure segment, and long-term bridge projects and custom precision metering systems within the Steel Products division in the Infrastructure 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, or an output method, specifically units delivered, based upon certain customer acceptance and delivery requirements. The use of an input or an output measure to recognize revenue is determined based on what is most appropriate given the nature of the work performed and terms of the associated agreement.

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. As a result of management’s reviews of contract-related estimates the Company makes adjustments to contract estimates that impact our revenue and profit totals. 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. 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.


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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,
2024202320242023
Over time input method$14,096 $15,724 10.0 %10.6 %
Over time output method21,650 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,
2024202320242023
Over time input method$27,239 $31,935 10.3 %12.1 %
Over time output method37,631 37,755 14.2 14.3 
Total over time sales$64,870 $69,690 24.5 %26.4 %

The timing of revenue recognition, billings, and cash collections results in billed receivables, costs in excess of billings (included in “Contract assets - net”), and billings in excess of costs (contract liabilities), included in “Deferred revenue” within the Condensed Consolidated Balance Sheets.

The following table sets forth the Company’s contract assets:
Contract Assets
Balance as of December 31, 2023$29,489 
Net additions to contract assets6,223 
Transfers from contract asset balance to accounts receivable (15,150)
Balance as of June 30, 2024
$20,562 

The following table sets forth the Company’s contract liabilities:
Contract Liabilities
Balance as of December 31, 2023$2,189 
Revenue recognized from contract liabilities(1,023)
Increase in billings in excess of cost, excluding revenue recognized 388 
Other adjustments(55)
Balance as of June 30, 2024
$1,499 

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. A standard reserve threshold is applied to 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.

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.
Note 4. Goodwill and Other Intangible Assets
The following table presents the changes in goodwill balance by reportable segment for the period presented:
Rail, Technologies, and ServicesInfrastructure SolutionsTotal
Balance as of December 31, 2023$20,466 $12,121 $32,587 
Cougar purchase accounting adjustment (445)(445)
Foreign currency translation impact(123) (123)
Balance as of June 30, 2024$20,343 $11,676 $32,019 

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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.

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. Qualitative factors are assessed to determine whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount, which included the impacts of current economic conditions, including but not limited to labor markets, supply chains, and other inflationary costs. 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. 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
Weighted Average
Amortization
Period In Years
Gross
Carrying
Value
Accumulated
Amortization
Net
Carrying
Amount
Patents10$324 $(204)$120 
Customer relationships1528,070 (18,620)9,450 
Trademarks and trade names147,981 (4,918)3,063 
Technology932,636 (28,414)4,222 
Favorable lease6327 (104)223 
$69,338 $(52,260)$17,078 

December 31, 2023
Weighted Average
Amortization
Period In Years
Gross
Carrying
Value
Accumulated
Amortization
Net
Carrying
Amount
Patents10$335 $(199)$136 
Customer relationships1627,712 (17,236)10,476 
Trademarks and trade names167,989 (4,593)3,396 
Technology932,658 (27,906)4,752 
Favorable lease6327 (77)250 
$69,021 $(50,011)$19,010 

Note 5. 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.

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. 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.

The following table sets forth the Company’s allowance for credit losses:
Allowance for Credit Losses
Balance as of December 31, 2023$809 
Current period provision529 
Write-off against allowance(36)
Balance as of June 30, 2024$1,302 
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Note 6. Inventory
Inventory is valued at average cost or net realizable value, whichever is lower. The Company’s components of inventory are summarized in the following table for the periods presented:
June 30,
2024
December 31,
2023
Finished goods$51,360 $44,518 
Work-in-process2,896 4,675 
Raw materials25,830 23,918 
Inventories - net$80,085 $73,111 
Note 7. Long-Term Debt and Related Matters
Long-term debt consisted of the following:
June 30,
2024
December 31,
2023
Revolving credit facility$86,615 $55,060 
Finance leases and financing agreements558 213 
Total87,173 55,273 
Less current maturities(167)(102)
Long-term portion$87,006 $55,171 

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 amended revolving credit facility, on terms more favorable to the Company and extends the maturity 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 with a sublimit of the equivalent of $25,000 U.S. dollars that is available to the Canadian and United Kingdom 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. On August 12, 2022, the Company entered into a second amendment to its Credit Agreement (the “Second Amendment”) which 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. 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 (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.
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Note 8. 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:
Three Months Ended
June 30,
Six Months Ended
June 30,
2024202320242023
Numerator for basic and diluted earnings per common share:
Net income attributable to L.B. Foster Company$2,847 $3,531 $7,283 $1,379 
Denominator:
Weighted average shares outstanding10,793 10,807 10,777 10,800 
Denominator for basic earnings per common share10,793 10,807 10,777 10,800 
Effect of dilutive securities:
Stock compensation plans267 71 285 66 
Dilutive potential common shares267 71 285 66 
Denominator for diluted earnings per common share - adjusted weighted average shares outstanding11,060 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 
Note 9. Income Taxes
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. deferred tax assets previously offset by a valuation allowance. The Company continues to maintain a full valuation allowance against its U.S. deferred tax assets, which is likely to result in significant variability of the effective tax rate in the current year. Changes in pre-tax income projections, combined with the seasonal nature of our businesses, could also impact the effective income tax rate each quarter.
Note 10. 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.

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. 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 into deferred stock units.

Restricted Stock and Performance-Based Stock and Share Units
Under the Equity and Incentive Compensation Plan and Omnibus Plan, the Company grants certain employees restricted stock and performance-based stock and share units. 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
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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.

The following table summarizes the restricted stock, deferred stock units, and performance-based stock and share unit activity for the periods presented:
Restricted
Stock
Deferred
Stock Units
Performance-Based Stock
and Share Units
Weighted Average
Grant Date Fair Value
Outstanding as of December 31, 2023264,970 12,404 560,338 $14.10 
Granted90,807  86,772 24.69 
Vested(148,808) (29,778)14.01 
Adjustment for incentive awards expected to vest  110 11.63 
Cancelled and forfeited(1,000) (437)11.62 
Outstanding as of June 30, 2024205,969 12,404 617,005 $16.77 
Note 11. 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.

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 are 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 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.

Fair Value Measurements at Reporting DateFair Value Measurements at Reporting Date
June 30,
2024
Level 1Level 2Level 3December 31,
2023
Level 1Level 2Level 3
Interest rate swaps$1,146 $ $1,146 $ $1,225 $ $1,225 $ 
Total assets$1,146 $ $1,146 $ $1,225 $ $1,225 $ 

The $20,000 interest rate swap agreements 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.

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.
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Note 12. Retirement Plans
The Company has three retirement plans that cover its hourly and salaried employees in the United States: 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 applicable to each respective plan. The Company’s policy is to contribute at least the minimum in accordance with the funding standards of ERISA. The Company maintains one defined contribution plan for its employees in Canada. 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.

United States Defined Benefit Plan
Net periodic pension costs were as follows for the periods presented:
Three Months Ended
June 30,
Six Months Ended
June 30,
2024202320242023
Interest cost$66 $71 $132 $143 
Expected return on plan assets(68)(64)(136)(128)
Recognized net actuarial loss15 16 30 31 
Net periodic pension cost$13 $23 $26 $46 

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.

United Kingdom Defined Benefit Plan
Net periodic pension costs were as follows for the periods presented:
Three Months Ended
June 30,
Six Months Ended
June 30,
2024202320242023
Interest cost$56 $56 $112 $112 
Expected return on plan assets(93)(84)(186)(168)
Amortization of prior service costs and transition amount6 6 12 12 
Recognized net actuarial loss8 3 16 6 
Net periodic pension income$(23)$(19)$(46)$(38)
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. The Company anticipates total contributions of approximately $316 to the United Kingdom pension plan during 2024.


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 for the periods presented:
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Three Months Ended
June 30,
Six Months Ended
June 30,
2024202320242023
United States$720 $793 $1,271 $1,407 
Canada34 32 110 94 
United Kingdom287 315 565 576 
$1,041 $1,140 $1,946 $2,077 
Note 13. Commitments and Contingent Liabilities
Product Liability Claims
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.

Union Pacific Railroad (“UPRR”) Concrete Tie Matter
On March 13, 2019, the Company and its subsidiary, CXT Incorporated (“CXT”), entered into a Settlement Agreement (the “Settlement Agreement”) with UPRR to resolve the then-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 $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 payment under the UPRR Settlement Agreement for the remainder of the year ending December 31, 2024 is $6,000, upon which the obligation for the Settlement Agreement will be satisfied.

Environmental and Legal Proceedings
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
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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.

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.
Note 14. 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.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Dollars in thousands, except share data)
Forward-Looking Statements
This Quarterly Report on Form 10-Q/A contains “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Many of the forward-looking statements provide management's current expectations and assumptions about future events that involve inherent risks and uncertainties and may concern, among other things, the Company’s expectations relating to our strategy, goals, projections, and plans regarding our financial position, liquidity, capital resources, and results of operations and decisions regarding our strategic growth initiatives, market position, and product development. While the Company considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory, and other risks and uncertainties, most of which are difficult to predict and many of which are beyond the Company’s control. The Company cautions readers that various factors could cause the actual results of the Company to differ materially from those indicated by forward-looking statements. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Among the factors that could cause the actual results to differ materially from those indicated in the forward-looking statements are risks and uncertainties related to: a continuation or worsening of the adverse economic conditions in the markets we serve, including recession, the continued volatility in the prices for oil and gas, project delays, and budget shortfalls, or otherwise; volatility in the global capital markets, including interest rate fluctuations, which could adversely affect our ability to access the capital markets on terms that are favorable to us; restrictions on our ability to draw on our credit agreement, including as a result of any future inability to comply with restrictive covenants contained therein; a decrease in freight or transit rail traffic; environmental matters and the impact of recently-finalized environmental regulations, including any costs associated with any remediation and monitoring of such matters; the risk of doing business in international markets, including compliance with anti-corruption and bribery laws, foreign currency fluctuations and inflation, global shipping disruptions, and trade restrictions or embargoes; our ability to effectuate our strategy, including cost reduction initiatives, and our ability to effectively integrate acquired businesses or to divest businesses, such as the recent dispositions of the Track Components, Chemtec, and Ties businesses, and acquisitions of the Skratch Enterprises Ltd., Intelligent Video Ltd., VanHooseCo Precast LLC, and Cougar Mountain Precast, LLC businesses and to realize anticipated benefits; costs of and impacts associated with shareholder activism; the timeliness and availability of materials from our major suppliers, as well as the impact on our access to supplies of customer preferences as to the origin of such supplies, such as customers’ concerns about conflict minerals; labor disputes; cybersecurity risks such as data security breaches, malware, ransomware, “hacking,” and identity theft, which could disrupt our business and may result in misuse or misappropriation of confidential or proprietary information, and could result in the disruption or damage to our systems, increased costs and losses, or an adverse effect to our reputation, business or financial condition; the continuing effectiveness of our ongoing implementation of an enterprise resource planning system; changes in current accounting estimates and their ultimate outcomes; the adequacy of internal and external sources of funds to meet financing needs, including our ability to negotiate any additional necessary amendments to our credit agreement or the terms of any new credit agreement, the Company’s ability to manage its working capital requirements and indebtedness; domestic and international taxes, including estimates that may impact taxes; domestic and foreign government regulations, including tariffs; our ability to maintain effective internal controls over financial reporting (“ICFR”) and disclosure controls and procedures, including our ability to remediate any existing material weakness in our ICFR and the timing of any such remediation, as well as our ability to reestablish effective disclosure controls and procedures; the results of the UK’s 2024 parliamentary election, uncertainties related to the U.S. 2024 Presidential election and any corresponding changes to policy or other changes that could affect UK or U.S. business conditions; other geopolitical conditions, including the ongoing conflicts between Russia and Ukraine, conflicts in the Middle East, and increasing tensions between China and Taiwan; a lack of state or federal funding for new infrastructure projects; an increase in manufacturing or material costs; the loss of future revenues from current customers; any future global health crises, and the related social, regulatory, and economic impacts and the response thereto by the Company, our employees, our customers, and national, state, or local governments, including any governmental travel restrictions; and risks inherent in litigation and the outcome of litigation and product warranty claims. Should one or more of these risks or uncertainties materialize, or should the assumptions underlying the forward-looking statements prove incorrect, actual outcomes could vary materially from those indicated. Significant risks and uncertainties that may affect the operations, performance, and results of the Company’s business and forward-looking statements include, but are not limited to, those set forth under Item 1A, “Risk Factors,” and elsewhere in our Annual Report on Form 10-K/A for the year ended December 31, 2023, as amended on November 1, 2024, or as updated and/or amended by our other current or periodic filings with the Securities and Exchange Commission.
The forward-looking statements in this release are made as of the date of this release and we assume no obligation to update or revise any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by the federal securities laws.
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Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements

In this Quarterly Report on Form 10-Q/A, we have restated our previously issued Unaudited Condensed Consolidated Financial Statements as of June 30, 2024 and for the six month period ended June 30, 2024. Refer to the “Explanatory Note” preceding “Item 1. Financial Statements (unaudited)” for background on the restatement, the fiscal periods impacted, internal control over financial reporting considerations, and other information. As a result, we have also revised certain previously reported financial information as of June 30, 2024 and for the three- and six-month periods ended June 30, 2024 in this “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” including, but not limited to, information within the “Results of Operations” section to conform the discussion with the appropriate restated amounts. See “Item 1. Financial Statements (unaudited) - Notes to Unaudited Condensed Consolidated Financial Statements - Note 1. Basis of Presentation” for additional information related to the restatement.
General Overview and Business Update
L.B. Foster Company is a global technology solutions provider of engineered, manufactured products and services that builds and supports infrastructure. The Company’s innovative engineering and product development solutions address the safety, reliability, and performance needs of its customers’ most challenging requirements. The Company maintains locations in North America, South America, Europe, and Asia.

The Company is organized and operates in two reporting segments: Rail, Technologies, and Services (“Rail”), and Infrastructure Solutions (“Infrastructure”). 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.
Acquisitions, Divestitures, and Product Line Exit
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 expense (income) - 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 months ended June 30, 2023. The Ties business was reported in the Rail Products business unit within the Rail segment.

On August 30, 2023, the Company announced the discontinuation of its Bridge Products grid deck product line (“Bridge Exit”) which was reported in the Steel Products business unit within the Infrastructure segment. 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 product line expect to complete any remaining customer obligations during 2025. For the three months ended June 30, 2024 and 2023, the discontinued product line had $1,157 and $1,975 in sales, respectively, and for the six months ended June 30, 2024 and 2023, the discontinued product line had $1,967 and $3,466 in sales, respectively.

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 twelve months following the closing or utilized to satisfy post-close working capital adjustments or indemnity claims. Cougar has been included in the Precast Concrete Products business unit within the Infrastructure segment.
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Results of Operations
Second Quarter 2024 Compared to Second Quarter 2023
Three Months Ended
June 30,
Change
202420232024 vs. 2023
Net sales$140,796 $148,034 $(7,238)
Gross profit30,513 32,611 (2,098)
Gross profit margin21.7 %22.0 %(30) bps
Expenses:
Selling and administrative expenses$24,818 $24,522 $296 
Selling and administrative expenses as a percent of sales
17.6 %16.6 %100 bps
Amortization expense1,123 1,375 (252)
Operating income$4,572 $6,714 $(2,142)
Operating income margin3.2 %4.5 %(130) bps
Interest expense - net$1,493 $1,574 $(81)
Other (income) expense - net(84)1,084 (1,168)
Income before income taxes$3,163 $4,056 $(893)
Income tax expense346 563 (217)
Net income$2,817 $3,493 $(676)
Net loss attributable to noncontrolling interest(30)(38)
Net income attributable to L.B. Foster Company$2,847 $3,531 $(684)
Diluted earnings per common share$0.26 $0.32 $(0.06)

Results Summary
Net sales for the three months ended June 30, 2024, decreased by $7,238, or 4.9%, over the prior year quarter. The decrease in sales is due to a decrease in organic sales of $5,007, or 3.4%, and the Ties divestiture and the Bridge Exit which reduced sales by $2,231, or 1.5%. The decline in organic sales was primarily in the Rail segment.

Gross profit for the three months ended June 30, 2024 decreased by $2,098, or 6.4%, from the prior year quarter and gross profit margins decreased by 30 basis points. The decline in gross profit was driven primarily by volumes and softer market prices in the domestic Rail Distribution business within Rail Products. Margins within the Infrastructure segment improved year over year due to our portfolio transformation activities and a $815 gain on the sale of ancillary property within the Steel Products business unit.

Selling and administrative expenses for the three months ended June 30, 2024 increased by $296, or 1.2%, over the prior year quarter. The increase was primarily attributed to $751 in corporate legal expense associated with an ongoing legal matter and $473 in professional services expenditures. Selling and administrative expenses as a percent of net sales increased to 17.6% from 16.6% in the prior year quarter.

Net interest expense decreased $81 for the three months ended June 30, 2024 compared to the prior year quarter. The Company’s outstanding debt balance was $87,173 as of June 30, 2024, compared to $89,505 as of June 30, 2023.

Other income - net for the three months ended June 30, 2024 was $84 compared to other expense - net for the three months ended June 30, 2023 was $1,084 which was primarily due to the $1,041 loss on the sale of Ties during the prior year quarter.

The Company’s effective income tax rate for the three months ended June 30, 2024 was 10.9%, compared to 13.9% in the prior year quarter. The Company’s effective income tax rate for the three 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. deferred tax assets previously offset by a valuation allowance. The Company continues to maintain a full valuation allowance against its U.S. deferred tax assets, which is likely to result in significant variability of the effective tax rate in the current year.

Net income attributable to the Company for the three months ended June 30, 2024 decreased by $684, or $0.06 per diluted share, from the prior year quarter. The change in net income attributable to the Company was due to lower operating income partially offset by lower other expense - net.
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Results of Operations - Segment Analysis

Rail, Technologies, and Services
Three Months Ended
June 30,
ChangePercent
Change
202420232024 vs. 20232024 vs. 2023
Net sales$85,594 $91,616 $(6,022)(6.6)%
Gross profit$17,875 $20,191 $(2,316)(11.5)
Gross profit margin20.9 %22.0 %(110)bps(5.2)
Segment operating income$5,501 $6,971 $(1,470)(21.1)
Segment operating income margin6.4 %7.6 %(120)bps(15.5)
Note percentages may not foot due to rounding.

The Rail segment sales for the three months ended June 30, 2024 decreased by $6,022, or 6.6%, compared to the prior year quarter. Organic sales declined by $4,609, or 5.0%, and the divestiture of Ties resulted in lower sales of $1,413, or 1.5%. Rail Products sales decreased by $7,923, including the divestiture of Ties, due to lower volumes and softer market prices. Technology Services and Solutions sales increased by $2,143 due to strength in the domestic rail safety markets served, as well as improvement in United Kingdom markets. Global Friction Management sales decreased $242, driven by a decline in domestic sales.

The Rail segment gross profit decreased by $2,316, or 11.5%, compared to the prior year quarter, and gross profit margins decreased 110 basis points to 20.9%. The decline in gross profit was driven by Rail Products which decreased by $3,637 from the prior year quarter due to lower volumes and softer market prices in the current quarter and due to gains on the sale of fixed assets of $344 recorded in the prior year quarter. This was partially offset by the Technology Services and Solutions business unit where gross profit improved by $831 from the prior year quarter due to higher volumes and improved mix. Improved mix in the Global Friction Management business resulted in a increase in gross profit of $490 from the prior year quarter.

Segment operating income decreased $1,470 compared to the prior year quarter, and operating income margins decreased 120 basis points to 6.4%. The decrease was driven primarily by lower gross profit, partially offset by a $820 improvement in selling and administrative expense compared to the prior year quarter.

During the current quarter, new orders within the Rail segment were $116,996, an increase of $1,011, or 0.9%, compared to the prior year quarter. The increase in new orders was attributable to a $4,040 increase in Rail Products orders, which includes offsets arising from the order declines associated with the Ties divestiture which reduced orders by $3,376. Strength in Rail Products offset order declines in the Technology Services and Solutions business unit and Global Friction Management. Segment backlog as of June 30, 2024 decreased by $17,657, or 13.3%, compared to the prior year quarter. The decrease is attributed to the Rail Products and Technology Services and Solutions businesses decreasing 13.4% and 21.5%, respectively, partially offset by a 17.0% increase in backlog with Global Friction Management associated with strong order rates in the three months ended March 31, 2024.

Infrastructure Solutions
Three Months Ended
June 30,
ChangePercent
Change
202420232024 vs. 20232024 vs. 2023
Net sales$55,202 $56,418 $(1,216)(2.2)%
Gross profit$12,638 $12,420 $218 1.8 
Gross profit margin22.9 %22.0 %90 bps4.0 
Segment operating income$3,623 $2,773 $850 30.7 
Segment operating income margin6.6 %4.9 %170  bps34.6 
Note percentages may not foot due to rounding.

The Infrastructure segment sales for the three months ended June 30, 2024 decreased by $1,216, or 2.2%, compared to the prior year quarter. The decrease in sales for the second quarter of 2024 was due primarily to the Bridge Exit, which decreased sales by $818 or 1.4%. Organic sales decreased by $398, or 0.7%, attributable to the Steel Products business unit.

The Infrastructure segment gross profit for the three months ended June 30, 2024, increased by $218, or 1.8%, and gross profit margins increased 90 basis points driven by Steel Products, which included a $815 gain associated with the sale of ancillary property in the Steel Products business. The increase in gross profit margin was partially offset by lower margins in the Precast Concrete Products business.
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Segment operating income for the second quarter of 2024 increased by $850 compared to the prior year quarter due primarily to higher gross profit, as well as a $407 improvement in selling and administrative expense.

During the quarter, the Infrastructure segment had new orders of $53,997, a decrease of $13,760, or 20.3%, compared to the prior year quarter. This decrease was driven entirely by the Steel Products business unit, specifically the Protective Coatings business, which is experiencing a comparative decline in orders due to large non-recurring orders received in 2023. Backlog as of June 30, 2024 decreased by $22,614, or 14.3%, versus the prior year quarter, driven entirely by Steel Products which decreased $24,634 overall, including a reduction of $6,931 related to the Bridge Exit and softness in the Steel Products group of $17,703, offsetting an increase of $2,020 in Precast Concrete Products.

Corporate
Three Months Ended
June 30,
ChangePercent
Change
202420232024 vs. 20232024 vs. 2023
Public company costs$1,621 $1,217 $404 33.2 %
Corporate executive management costs1,885 1,155 730 63.2 
Corporate management stock-based compensation880 604 276 45.7 
Other166 54 112 207.4 
Unallocated corporate expense - net$4,552 $3,030 $1,522 50.2 %
**Results of this calculation not considered meaningful

Unallocated corporate expense - net increased in 2024 compared with 2023 primarily due to an increase of $751 in corporate legal costs associated with an ongoing legal matter, $473 in professional services expenditures, and to a lesser extent stock-based compensation and insurance expenditures.
Results of Operations
First Six Months 2024 Compared to First Six Months 2023
Six Months Ended
June 30,
Change
202420232024 vs. 2023
Net sales$265,116 $263,522 $1,594 
Gross profit56,689 55,918 771 
Gross profit margin21.4 %21.2 %20 bps
Expenses:
Selling and administrative expenses$47,688 $45,939 $1,749 
Selling and administrative expenses as a percent of sales18.0 %17.4 %60 bps
(Gain) on sale of former joint venture facility(3,477)— (3,477)
Amortization expense2,340 2,740 (400)
Operating income$10,138 $7,239 $2,899 
Operating income margin3.8 %2.7 %110 bps
Interest expense - net$2,618 $2,962 $(344)
Other (income) expense - net(337)2,933 (3,270)
Income before income taxes$7,857 $1,344 $6,513 
Income tax expense635 22 613 
Net income$7,222 $1,322 $5,900 
Net loss attributable to noncontrolling interest(61)(57)(4)
Net income attributable to L.B. Foster Company$7,283 $1,379 $5,904 
Diluted earnings per common share$0.66 $0.12 $0.54 


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Results Summary
Net sales for the six months ended June 30, 2024 increased by $1,594, or 0.6%, over the prior year period. The change in sales is due to organic sales growth of $14,465 or 5.5%, partially offset by a decrease due to divestitures and the Bridge Exit of $12,871, or 4.9%. Organic sales growth was driven by the Rail, Technologies, and Services segment.

Gross profit for the six months ended June 30, 2024 increased by $771, or 1.4%, over the prior year period and gross profit margins increased 20 basis points. The improvement in gross profit is due to the business portfolio changes in line with the Company's strategic transformation along with higher sales volume and a $815 gain on the sale of ancillary property within the Steel Products business unit.

Selling and administrative expenses for the six months ended June 30, 2024 increased by $1,749, or 3.8%, from the prior year period, due primarily to increased corporate legal costs and $783 professional services expenditures. Selling and administrative expenses as a percent of net sales increased to 18.0% from 17.4% in the prior year period, a 60 basis point increase.

The $3,477 gain on sale of the former joint venture facility for the six months ended June 30, 2024 was attributed to the Company’s facility and land in Magnolia, Texas.

Other income - net for the six months ended June 30, 2024 was $337 while other expense - net was $2,933 in the prior year period which was due primarily to the $3,074 loss on the divestitures of Ties and Chemtec.

Net interest expense for the six months ended June 30, 2024 decreased by $344, or 11.6%, from the prior year period.

The Company’s effective income tax rate for the six months ended June 30, 2024 was 8.1%, compared to 1.6% in the prior year period. The Company’s effective tax rate for the six months ended June 30, 2024 differed from the federal statutory rate of 21% primarily due to the Company’s realization of a portion of its U.S. deferred tax assets previously offset by a valuation allowance. The Company continues to maintain a full valuation allowance against its U.S. deferred tax assets, which is likely to result in significant variability of the effective tax rate in the current year.

Net income attributable to the Company for the six months ended June 30, 2024 was favorable by $5,904, or $0.54 per diluted share, over the prior year period. The increase in net income was primarily driven by the $3,477 gain on the sale of the Company’s joint venture facility recorded in the six months ended June 30, 2024 compared to other expense - net of $2,933 recorded in the six months ended June 30, 2023.

Results of Operations - Segment Analysis

Rail, Technologies, and Services
Six Months Ended
June 30,
ChangePercent
Change
202420232024 vs. 20232024 vs. 2023
Net sales$168,217 $156,000 $12,217 7.8 %
Gross profit$36,446 $34,475 $1,971 5.7 
Gross profit margin21.7 %22.1 %(40)bps(2.0)
Segment operating income$12,279 $9,365 $2,914 31.1 
Segment operating income margin7.3 %6.0 %130 bps21.6 

The Rail segment sales for the six months ended June 30, 2024 increased by $12,217, or 7.8 %, compared to the prior year period. The increase was due to higher organic sales of $14,331, or 9.2%, partially offset by a $2,114, or 1.4% decrease from the divestiture of Ties. Rail Products sales increased by $4,886 driven by strength in domestic markets served, despite the Ties divestiture. Technology Services and Solutions sales increased by $9,371 due to strength in domestic rail safety markets served, as well as improvement in United Kingdom markets. Global Friction Management sales declined by $2,040 driven by both domestic and international markets served.

The Rail segment gross profit increased by $1,971, or 5.7%, compared to the prior year period, and gross profit margins decreased 40 basis points. Technology Services and Solutions business unit gross profit improved by $4,917 due to higher volume and improved mix. Unfavorable mix and price pressure in Rail Products resulted in gross profit decreasing by $2,306. Lower volumes in the Global Friction Management business resulted in a decline in gross profit of $640.

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Segment operating income increased by $2,914, or 31.1%, compared to the prior year period, and operating income margins expanded 130 basis points. The increase was driven by improvement in gross profit levels as a result of increased sales volume, as well as a $981 improvement in selling and administrative expense.

During the six months ended June 30, 2024, new orders within the Rail segment were $200,737, an increase of $11,029, or 5.8%, compared to the prior year period. Rail Products had an $18,540 increase in new orders, including the offset of the Ties divestiture which reduced orders by $6,105. Technology Services and Solutions business unit had a decline of $8,167 in overall orders related to the United Kingdom business.

Infrastructure Solutions
Six Months Ended
June 30,
ChangePercent
Change
202420232024 vs. 20232024 vs. 2023
Net sales$96,899 $107,522 $(10,623)(9.9)%
Gross profit$20,243 $21,443 $(1,200)(5.6)
Gross profit margin20.9 %19.9 %100 bps4.8 
Segment operating income$2,235 $2,433 $(198)(8.1)
Segment operating income margin2.3 %2.3 %—  bps— 

The Infrastructure segment sales for the six months ended June 30, 2024 decreased by $10,623, or 9.9%, compared to the prior year period. The decrease in sales for the six months ended June 30, 2024 was attributable to the divestiture of Chemtec and the Bridge Exit, which decreased sales by $9,258 and $1,499, respectively. Organic sales decreased by $134, or 0.1%.

The Infrastructure segment gross profit for the six months ended June 30, 2024, decreased by $1,200, or 5.6 %, due to the divestiture of Chemtec which reduced gross profit by $861 and lower sales volumes in our Precast Concrete Products business unit. Margins improved year over year due to an $815 gain on the sale of ancillary property within the Steel Products business unit. Gross profit margins increased by 100 basis points over the prior year period.

Segment operating income for the six months ended June 30, 2024 decreased by $198 from the prior year period. The decline in segment operating income was due to lower gross profit which was partially offset by a $565 decrease in selling and administrative costs and a $438 decrease in amortization expense.

For the six months ended June 30, 2024, the Infrastructure segment had new orders of $102,641 a decrease of $30,909, or 23.1%, compared to the prior year period. The decrease is due to an $7,842 impact associated with the divestiture of Chemtec and the Bridge Exit as well as decreases in both the Precast Concrete Products and Steel Products business units.

Corporate
Six Months Ended
June 30,
ChangePercent
Change
202420232024 vs. 20232024 vs. 2023
(Gain) on sale of former joint venture facility $(3,477)$— $(3,477)**
Public company costs2,840 1,873 967 51.6 %
Corporate executive management costs3,292 1,521 1,771 116.4 
Corporate management stock-based compensation1,479 1,148 331 28.8 
Other242 17 225 **
Unallocated corporate expense - net$4,376 $4,559 $(183)(4.0)%
**Results of this calculation not considered meaningful

Unallocated corporate expense - net for the six months ended June 30, 2024 decreased from the prior year period primarily due to the $3,477 gain on the Magnolia Sale offset by an increase of $751 in corporate legal costs associated with an ongoing legal matter, $783 in professional services expenditures, and to a lesser extent stock-based compensation and insurance expenditures.
Liquidity and Capital Resources
The Company’s principal sources of liquidity are its existing cash and cash equivalents, cash generated by operations, and the available capacity under the revolving credit facility, which provides for a total commitment of up to $130,000, of which $41,301 was available for borrowing as of June 30, 2024, subject to covenant restrictions. The Company’s primary needs for liquidity relate to
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working capital requirements for operations, capital expenditures, debt service obligations, payments related to the Union Pacific Railroad Settlement, tax obligations, outstanding purchase obligations, acquisitions, payments related to the termination of the US DB Plan, restructuring payments, and to support the share repurchase program. The Company’s total debt, including finance leases, was $87,173 and $55,273 as of June 30, 2024 and December 31, 2023, respectively, and was primarily comprised of borrowings under its revolving credit facility.
The following table reflects available funding capacity as of June 30, 2024:
June 30, 2024
Cash and cash equivalents$4,021 
Credit agreement:
Total availability under the credit agreement130,000 
Outstanding borrowings on revolving credit facility(86,615)
Letters of credit outstanding(2,084)
Net availability under the revolving credit facility41,301 
Total available funding capacity$45,322 

As of June 30, 2024, the Company was in compliance with all covenants of the Credit Agreement and has $45,322 available funding capacity, subject to covenant restrictions.

The Company’s operating cash flows are impacted from period to period by fluctuations in working capital needs, as well as its overall profitability. While the Company places an emphasis on working capital management in its operations, factors such as its contract mix, commercial and collection terms, collection patters, and market conditions as well as seasonality may impact its working capital. The Company regularly assesses its receivables and contract assets for collectability and realization, and provides allowances for credit losses where appropriate. The Company believes that its reserves for credit losses are appropriate as of June 30, 2024, but adverse changes in the economic environment and adverse financial conditions of its customers may impact certain of its customers’ ability to access capital and pay the Company for its products and services, as well as impact demand for its products and services.

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.

The changes in cash and cash equivalents for the six months ended June 30, 2024 and 2023 were as follows:
Six Months Ended
June 30,
20242023
Net cash used in operating activities$(26,398)$(3,333)
Net cash (used in) provided by investing activities(885)7,716 
Net cash provided by (used in) financing activities28,815 (3,563)
Effect of exchange rate changes on cash and cash equivalents(71)178 
Net increase in cash and cash equivalents$1,461 $998 

Cash Flow from Operating Activities
During the six months ended June 30, 2024, net cash used in operating activities was $26,398, compared to cash used in operating activities of $3,333 during the prior year. For the six months ended June 30, 2024, net income and adjustments to reconcile net income from operating activities provided $12,178, compared to $11,862 in the prior year. Working capital and other assets and liabilities were a use of $38,576 in the current period, compared to a use of $15,195 in the prior year. The change in operating cash flow for the six months ended June 30, 2024 versus the six months ended June 30, 2023 was largely driven by accounts receivable, which was a use of $22,532 during the six months ended June 30, 2024 compared to the $6,584 provided in the six months ended June 30, 2023. Order execution and collection timing can impact accounts receivables in any given quarter.

Cash Flow from Investing Activities
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Capital expenditures for the six months ended June 30, 2024 and 2023 were $4,766 and $1,495, respectively. Capital expenditures in both periods primarily relate to general plant and operational improvements throughout the Company, as well as organic growth initiatives. During the six months ended June 30, 2024, the Company divested the facility and land of its former joint venture in Magnolia, Texas and fixed assets associated with the Bridge Exit generating a cash inflow of $3,881. During the six months ended June 30, 2023 the Company received cash proceeds from the Chemtec and Ties divestitures totaling $7,706.

Cash Flow from Financing Activities
During the six months ended June 30, 2024 the Company had an increase in outstanding debt of $31,955 compared to the six months ended June 30, 2023 in which the Company had a decrease in outstanding debt of $2,920. The increase in debt for the six months ended June 30, 2024 was primarily due to an increase in cash used in operating activities due to higher working capital needs. The decrease in debt for the 2023 period was due to lower working capital as well as proceeds received from the Chemtec divestiture during the six month period.

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. For the six months ended June 30, 2024 the Company repurchased 70,080 shares of its stock for $1,707 under this program. Repurchases of shares of the Company’s common stock may be made from time to time in the open market or in such other manner as determined by the Company. The timing of the repurchases and the actual amount repurchased will depend on a variety of factors, including the market price of the Company’s shares, general market and economic conditions, and other factors. The stock repurchase program does not obligate the Company to acquire any particular amount of common stock and may be suspended or discontinued at any time.

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, leaving $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.

Financial Condition
As of June 30, 2024, the Company had $4,021 in cash and cash equivalents and $41,301 of availability under its revolving credit facility, subject to covenant restrictions. As of June 30, 2024, approximately $3,319 of the Company’s cash and cash equivalents were held in non-domestic bank accounts.

The Company’s principal uses of cash in recent years have been to fund its operations, including capital expenditures, repurchase of shares, acquisitions, funding the UPRR Settlement Agreement, and service indebtedness. The Company views its short and long-term liquidity as being dependent on its results of operations, changes in working capital needs, and its borrowing capacity.

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 amended revolving credit facility, on terms more favorable to the Company and extends the maturity 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 with a sublimit of the equivalent of $25,000 U.S. dollars that is available to the Canadian and United Kingdom 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. On August 12, 2022, the Company entered into a second amendment to its Credit Agreement (the “Second Amendment”) which added an additional tier to the pricing grid and provided for the conversion from LIBOR-based to SOFR-based borrowings. For a discussion of the terms and availability of the credit facilities, please refer to Note 7 of the Notes to Condensed Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q/A.

To reduce the impact of interest rate changes on outstanding variable-rate debt, the Company amended and entered into SOFR-based interest rate swaps with notional values totaling $20,000 and $20,000, effective August 12, 2022 and August 31, 2022, respectively, at which point the agreements effectively converted a portion of the debt from variable to fixed-rate borrowings during the term of the swap contract.

Backlog
Although backlog is not necessarily indicative of future operating results, the following table provides the backlog by segment:
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Backlog
June 30,
2024
December 31,
2023
June 30,
2023
Rail, Technologies, and Services$114,794 $84,418 $132,451 
Infrastructure Solutions135,011 129,362 157,625 
Total backlog $249,805 $213,780 $290,076 
While a considerable portion of the Company’s business is backlog driven, certain businesses, including the Global Friction Management business unit, are not driven by backlog and therefore have insignificant levels of backlog throughout the year. Backlog decreased $40,271 compared to the prior year quarter due to $6,931 from businesses that were divested and a discontinued product line. The remaining decline is associated with the timing of large orders for the Rail Products business, as well as a backlog decrease in Steel Products.
Critical Accounting Estimates
The Condensed Consolidated Financial Statements have been prepared in conformity with US GAAP. The preparation of the Condensed Consolidated Financial Statements requires management to make estimates and judgments that affect the reported amount of assets, liabilities, revenues, and expenses, and the related disclosure of contingent assets and liabilities. As a result, actual results could differ from these estimates. The Company has concluded that there have been no significant changes to its critical accounting policies or estimates as described in its Annual Report on Form 10-K/A for the year ended December 31, 2023.
Non-GAAP Financial Measures
In accordance with SEC rules, the Company provides descriptions of the non-GAAP financial measures included in this filing and reconciliations to the most closely related GAAP financial measures. The Company believes that these measures provide useful perspective on underlying business trends and results and a supplemental measure of year-over-year results. The non-GAAP financial measures described below are used by management in making operating decisions, allocating financial resources and for business strategy purposes and may, therefore, also be useful to investors as they are a view of our business results through the eyes of management. These non-GAAP financial measures are not intended to be considered by the user in place of the related GAAP financial measure, but rather as supplemental information to our business results. These non-GAAP financial measures may not be the same as similar measures used by other companies due to possible differences in method and in the items or events being adjusted.

References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “organic sales” refer to sales calculated in accordance with GAAP, adjusted to exclude divestiture, exit, and acquisition-related sales. Management evaluates the Company’s sales performance based on organic sales growth. Organic sales growth is a non-GAAP financial measure of sales growth (which is the most directly comparable GAAP measure), adjusted to exclude the effects of divestiture, exit, and acquisition-related sales from year-over-year comparisons. The Company believes this measure provides investors with a supplemental understanding of underlying sales trends by providing sales growth on a consistent basis. The Company reports organic sales growth at the consolidated and segment levels.

The Company defines new orders as a contractual agreement between the Company and a third-party in which the Company will, or has the ability to, satisfy the performance obligations of the promised products or services under the terms of the agreement. The Company defines backlog as contractual commitments to customers for which the Company’s performance obligations have not been met, including with respect to new orders and contracts for which the Company has not begun any performance. Management utilizes new orders and backlog to evaluate the health of the industries in which the Company operates, the Company’s current and future results of operations and financial prospects, and strategies for business development. The Company believes that new orders and backlog are useful to investors as supplemental metrics by which to measure the Company’s current performance and prospective results of operations and financial performance.

Non-GAAP financial measures are not a substitute for GAAP financial results and should only be considered in conjunction with the Company’s financial information that is presented in accordance with GAAP.

A reconciliation of organic sales growth to its most directly comparable respective US GAAP financial measure is presented below.
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Change in Consolidated SalesThree Months Ended
June 30,
Percent
Change
Six Months Ended
June 30,
Percent
Change
2023 net sales, as reported$148,034 $263,522 
Decrease due to divestitures and exit(2,231)(1.5)%(12,871)(4.9)%
Change due to organic sales(5,007)(3.4)%14,465 5.5 %
2024 net sales, as reported$140,796 $265,116 
Total sales change, 2023 vs 2024$(7,238)(4.9)%$1,594 0.6 %

Change in Rail, Technologies, and Services SalesThree Months Ended
June 30,
Percent
Change
Six Months Ended
June 30,
Percent
Change
2023 net sales, as reported$91,616 $156,000 
Decrease due to divestiture(1,413)(1.5)%(2,114)(1.4)%
Change due to organic sales(4,609)(5.0)%14,331 9.2 %
2024 net sales, as reported$85,594 $168,217 
Total sales change, 2023 vs 2024$(6,022)(6.6)%$12,217 7.8 %

Change in Infrastructure Solutions SalesThree Months Ended
June 30,
Percent
Change
Six Months Ended
June 30,
Percent
Change
2023 net sales, as reported$56,418 $107,522 
Decrease due to divestiture and exit(818)(1.4)%(10,757)(10.0)%
Change due to organic sales(398)(0.7)%134 0.1 %
2024 net sales, as reported$55,202 $96,899 
Total sales change, 2023 vs 2024$(1,216)(2.2)%$(10,623)(9.9)%

Note percentages may not foot due to rounding.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
This item is not applicable to a smaller reporting company.
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 June 30, 2024. At the time of the filing of the Company’s Original Form 10-Q for the three and six months ended June 30, 2024 on August 6, 2024, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective. Subsequent to that evaluation, on October 7, 2024, our Chief Executive Officer and Chief Financial Officer concluded that, due to a material weakness in our internal control over financial reporting described below, our disclosure controls and procedures were not effective as of June 30, 2024.

Material Weakness in Internal Control over Financial Reporting
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis. We have identified the following unremediated material weakness in internal control over financial reporting as of June 30, 2024.

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Subsequent to the filing of the Company’s Original Form 10-Q for the quarterly period ended June 30, 2024, the Company concluded it did not design effective controls related to the accounting for, and disclosure of, non-recurring complex transactions as of June 30, 2024. This material weakness resulted in a material error in the Company’s previously issued Unaudited Condensed Consolidated Financial Statements as of and for the six months ended June 30,2024 included in the Original Form 10-Q leading to the restatement of these financial statements in this Amended Form 10-Q.

Management’s Remediation Efforts
In response to the material weakness described above, with the oversight of the Audit Committee of our Board of Directors, the Company will conduct more thorough and diligent accounting research and, when necessary, engage third-parties to assist with the accounting for, and disclosure of, non-recurring complex transactions.

The remediation efforts are intended both to address the identified material weakness and to enhance our overall internal control environment. The Company is committed to continuous improvement of its internal control over financial reporting and will continue to diligently review and enhance its internal controls, as necessary. The Company cannot be assured that the measures we have taken to date, or that we may take in the future, will be sufficient to remediate the material weakness we identified or avoid future material weaknesses. Accordingly, there could continue to be a reasonable possibility that a material misstatement of our consolidated financial statements would not be prevented or detected on a timely basis.
Changes in Internal Control Over Financial Reporting
Other than 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 and six months ended June 30, 2024, and that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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.
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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/A, which is incorporated herein by reference.
Item 1A. Risk Factors
In addition to the information set forth in this Quarterly Report on Form 10-Q/A, you should carefully consider the factors discussed in “Part 1 - Item 1A. Risk Factors” in our Annual Report on Form 10-K/A for the year ended December 31, 2023, which could materially affect our business, financial condition, or future results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The Company’s purchases of equity securities for the three months ended June 30, 2024 were as follows:
Total number of shares purchased (1)Average price paid per shareTotal number of shares purchased as part of publicly announced plans or programs (2)Approximate dollar value of shares that may yet be purchased under the plans or programs
April 1, 2024 - April 30, 202413,726 $24.80 13,125$11,979 
May 1, 2024 - May 31, 202411,642 27.52 7,200 11,779 
June 1, 2024 - June 30, 202436,345 23.87 33,20010,979 
Total61,713 $24.77 53,525$10,979 

1.During the current period, 8,188 shares were withheld by the Company to pay taxes upon vesting of stock.
2.On March 3, 2023, as amended on August 5, 2024, the Board of Directors authorized the repurchase of up to $15,000 of the Company’s common shares until February 2025.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
This item is not applicable to the Company.
Item 5. Other Information
Trading Arrangements
None of the Company’s directors or “officers,” as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K, during the Company’s fiscal quarter ended June 30, 2024.
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Item 6. Exhibits
See Exhibit Index below.

Exhibit Index
Exhibit NumberDescription
*10.1
*31.1
*31.2
*32.0
*101.INS
XBRL Instance Document-the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
*101.SCHXBRL Taxonomy Extension Schema Document.
*101.CALXBRL Taxonomy Extension Calculation Linkbase Document.
*101.DEFXBRL Taxonomy Extension Definition Linkbase Document.
*101.LABXBRL Taxonomy Extension Label Linkbase Document.
*101.PREXBRL Taxonomy Extension Presentation Linkbase Document.
*104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
 
*
Exhibits marked with an asterisk are filed herewith.
**Exhibit represents a management contract or compensatory plan, contract, or arrangement.

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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
L.B. FOSTER COMPANY
(Registrant)
Date:November 4, 2024By: /s/ William M. Thalman
William M. Thalman
Executive Vice President
and Chief Financial Officer
(Duly Authorized Officer of Registrant)

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