L.B. Foster Company (together with its subsidiaries, the “Company”) is a global technology solutions provider of engineered, manufactured products and services that builds and supports infrastructure. The Company’s innovative engineering and product development solutions address the safety, reliability, and performance needs of its customers’ most challenging requirements. The Company maintains locations in North America, South America, Europe, and Asia. Effective for the quarter and year ended December 31, 2023, the Company implemented operational changes in how its Chief Operating Decision Maker (“CODM”) manages its businesses, including resource allocation and operating decisions. As a result of these changes, the Company now has two (previously three) operating segments, representing the individual businesses that are run separately under the new structure: Rail, Technologies, and Services (“Rail”) and Infrastructure Solutions (“Infrastructure”). The Rail segment is comprised of several manufacturing and distribution businesses that provide a variety of products and services for freight and passenger railroads and industrial companies throughout the world. The Infrastructure segment is composed of nine operating facilities across the US providing engineered precast concrete solutions, as well as fabricated bridge, protective pipe coating, and pipe threading offerings across North America.

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 working capital adjustments and 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 Infrastructure segment.

On June 21, 2022, the Company acquired the stock of Skratch Enterprises Ltd. (“Skratch”) for $7,402, which is inclusive of deferred payments withheld by the Company of $1,228, to be paid over the next five years or utilized to satisfy post-closing working capital adjustments or indemnity claims under the purchase agreement. Skratch has been included in the Company’s Technology Services and Solutions business unit within the Rail segment.

On August 12, 2022, the Company acquired the operating assets of VanHooseCo Precast LLC (“VanHooseCo”) for $52,146, net of cash acquired at closing, subject to the finalization of net working capital adjustments. An amount equal to $2,500 of the purchase price was deposited into an escrow account to cover breaches of representations and warranties, all of which was released from escrow as of December 31, 2023. VanHooseCo has been included in the Company’s Infrastructure segment.

Depreciation and amortization are provided on a straight-line basis over the estimated useful lives of 10 to 41 years for buildings and 2 to 50 years for machinery and equipment. Leasehold improvements are amortized over 4 to 19 years, which represent the lives of the respective leases or the lives of the improvements, whichever is shorter. Depreciation expense is recorded within “Cost of goods sold,” “Cost of services sold,” and “Selling and administrative expenses” on the Consolidated Statements of Operations based upon the particular asset’s use. The Company reviews a long-lived asset for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company recognizes an impairment loss if the carrying amount of a long-lived asset is not recoverable and exceeds its fair value. There were no material property, plant, and equipment impairments recorded for the years ended December 31, 2023 and 2022.

Maintenance, repairs, and minor renewals are charged to operations as incurred. Major renewals and betterments that substantially extend the useful life of the property are capitalized at cost. Upon the sale or other disposition of assets, the costs and related accumulated depreciation and amortization are removed from the accounts and the resulting gain or loss, if any, is reflected in “Other expense (income) - net” in the Consolidated Statements of Operations.

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. Reserves for uncollectible accounts are recorded as part of “Selling and administrative expenses” in the Consolidated Statements of Operations.

The Company has also established policies regarding allowance for credit losses associated with contract assets, which includes standalone reserve assessments for its long term, complex contracts as needed as well as detailed regular review and updates to contract margins, progress, and value. A standard reserve threshold is applied 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.

Goodwill is the cost of an acquisition less the fair value of the identifiable net assets of the acquired business. Goodwill is tested annually for impairment or more often if there are indicators of impairment within a reporting unit. A reporting unit is an operating segment or a component of an operating segment for which discrete financial information is available and reviewed by management on a regular basis. There was no change to the reporting units as a result of the 2023 change in reporting segments. The goodwill impairment test involves comparing the fair value of a reporting unit to its carrying value, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss equal to the excess amount up to the goodwill balance is recorded as a component of operations. The Company performs its annual impairment tests in the fourth quarter.

The Company’s fourth quarter 2023 annual test included the assessment of a quantitative analysis to determine whether it was more likely than not that the fair value of each reporting unit is less than its carrying value. The quantitative assessment considers fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company’s quantitative analysis considered and evaluated each of the three traditional approaches to value: the income approach, the market approach, and the asset approach. The Company uses a combination of a discounted cash flow method and a market approach to determine the fair values of the reporting units. Any impairment charges are based on both historic and future expected business results that no longer support the carrying value of the reporting unit. The Company also monitors the recoverability of the long-lived assets associated with the asset groups of the Company and the long-term financial projections of the businesses to assess for asset impairment.

Environmental remediation costs are accrued when a liability is probable and costs are estimable. Environmental compliance costs, which principally include the disposal of waste generated by routine operations, are expensed as incurred. Reserves are not reduced by potential claims for recovery and are not discounted. Claims for recovery are recognized as agreements are reached with third parties or as amounts are received. Reserves are periodically reviewed throughout the year and adjusted to reflect current remediation progress, prospective estimates of required activity, and other factors that may be relevant, including changes in technology or regulations.

The Company’s revenues are comprised of product and service sales, including products and services provided under long-term agreements with its customers. All revenue is recognized when the Company satisfies its performance obligations under the respective contract, either implicit or explicit, by transferring the promised product or rendering a service to its customer either when or as its customer obtains control of the product or the service is rendered. Deferred revenue consists of customer billings or payments received for which the revenue recognition criteria have not yet been met as well as contract liabilities (billings in excess of costs) on over time contracts. Advance payments from customers typically relate to contracts for which the Company has significantly fulfilled its obligations, but due to the Company’s continuing involvement with the project, revenue is precluded from being recognized until the performance obligation is met for the customer.

The Company maintains a current warranty liability for the repair or replacement of defective products. For certain manufactured products, an accrual is made on a monthly basis as a percentage of cost of sales based upon historical experience. For long-lived construction products, a warranty is established when the claim is known and quantifiable. The product warranty accrual is periodically adjusted based on the identification or resolution of known individual product warranty claims or due to changes in the Company’s historical warranty experience. As of December 31, 2023 and 2022, the product warranty reserve was $688 and $870, respectively.

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred taxes are measured using enacted tax laws and rates expected to be in effect when such differences are recovered or settled. The effect of a change in tax rates on deferred taxes is recognized in income in the period that includes the enactment date of the change. The Company has also elected to record income taxes associated with global intangible low-taxed income (“GILTI”) as period costs if and when incurred.

The Company makes judgments regarding the recognition of deferred tax assets and the future realization of these assets. As prescribed by the FASB’s ASC 740, “Income Taxes” and applicable guidance, valuation allowances must be provided for those deferred tax assets for which it is more likely than not (a likelihood of more than 50%) that some portion or all of the deferred tax assets will not be realized. The guidance requires the Company to evaluate positive and negative evidence regarding the recoverability of deferred tax assets. The determination of whether the positive evidence outweighs the negative evidence and quantification of the valuation allowance requires the Company to make estimates and judgments of future financial results. The Company has concluded that for purposes of quantifying valuation allowances, it would be appropriate to consider the reversal of taxable temporary differences related to indefinite-lived intangible assets when assessing the realizability of deferred tax assets that upon reversal, would give rise to operating losses that do not expire.

The Company evaluates all tax positions taken on its federal, state, and foreign tax filings to determine if the position is more likely than not to be sustained upon examination. For positions that meet the more likely than not to be sustained criteria, the largest amount of benefit to be realized upon ultimate settlement is determined on a cumulative probability basis. A previously recognized tax position is derecognized when it is subsequently determined that a tax position no longer meets the more likely than not threshold to be sustained. The evaluation of the sustainability of a tax position and the expected tax benefit is based on judgment, historical experience, and various other assumptions. Actual results could differ from those estimates upon subsequent resolution of identified matters. The Company accrues interest and penalties related to unrecognized tax benefits in its provision for income taxes.

The assets and liabilities of the Company’s foreign subsidiaries are measured using the local currency as the functional currency and are translated into US dollars at exchange rates as of the balance sheet date. Income statement amounts are translated at the weighted-average rates of exchange during the year. The translation adjustment is accumulated as a separate component of “Accumulated other comprehensive loss” within the Consolidated Balance Sheets. Foreign currency transaction gains and losses are included in “Other income or expense.” For the years ended December 31, 2023 and 2022, foreign currency transaction loss of $77 and $434, respectively, were included in “Other expense (income) - net” in the Consolidated Statements of Operations.

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 operating income 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 operating income 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.

The Company identified an immaterial error related to the classification of $1,403 in exit costs associated with the discontinuation of the Company’s Bridge Products grid deck product line (“Bridge Exit Costs”) that were erroneously included in “Other expense (income) - net” and excluded from the Company’s “Operating income” as presented in the Company’s Consolidated Statement of Operations for the year ended December 31, 2023, due to the inappropriate application of US GAAP. As such, the Company’s Consolidated Statement of Operations for the year ended December 31, 2023 is being revised. Additionally, other immaterial errors that were previously identified and concluded as immaterial, individually and in the aggregate, were corrected in this Amended Form 10-K.


	Year Ended December 31, 2023
	As Previously Reported		Adjustments		As Revised
ASSETS
Current assets:
Cash and cash equivalents	$	2,560	$	—	$	2,560
Accounts receivable - net (Note 6)	53,484		—		53,484
Contract assets (Note 4)	29,489		—		29,489
Inventories - net (Note 7)	73,496		(385)		73,111

Other current assets	8,961		(250)		8,711

Total current assets	167,990		(635)		167,355
Property, plant, and equipment - net (Note 8)	75,999		(420)		75,579
Operating lease right-of-use assets - net (Note 9)	14,905		—		14,905
Other assets:
Goodwill (Note 5)	32,587		—		32,587
Other intangibles - net (Note 5)	19,010		—		19,010


Other assets	2,715		250		2,965

TOTAL ASSETS	$	313,206	$	(805)	$	312,401
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	40,305	$	(805)	$	39,500
Deferred revenue (Note 4)	12,479		—		12,479
Accrued payroll and employee benefits	16,978		—		16,978

Current portion of accrued settlement (Note 18)	8,000		—		8,000
Current maturities of long-term debt (Note 10)	102		—		102
Other accrued liabilities	17,442		—		17,442

Total current liabilities	95,306		(805)		94,501
Long-term debt (Note 10)	55,171		—		55,171
Deferred tax liabilities (Note 14)	1,232		—		1,232

Long-term operating lease liabilities (Note 9)	11,865		—		11,865
Other long-term liabilities	6,797		—		6,797

Stockholders’ equity:
Common stock, par value $0.01, authorized 20,000,000 shares; shares issued at December 31, 2023 and December 31, 2022, 11,115,779; shares outstanding at December 31, 2023 and December 31, 2022, 10,733,935 and 10,776,827, respectively (Note 11)	111		—		111
Paid-in capital	43,111		—		43,111
Retained earnings	124,633		—		124,633
Treasury stock - at cost, common stock, shares at December 31, 2023 and December 31, 2022, 381,844 and 338,952, respectively (Note 11)	(6,494)		—		(6,494)
Accumulated other comprehensive loss (Note 12)	(19,250)		—		(19,250)
Total L.B. Foster Company stockholders’ equity	142,111		—		142,111
Noncontrolling interest	724		—		724
Total stockholders’ equity	142,835		—		142,835
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	313,206	$	(805)	$	312,401

Consolidated Statement of Operations


	Year Ended December 31, 2023
	As Previously Reported		Adjustments		As Revised

Sales of goods	$	475,350	$	—	$	475,350
Sales of services	68,394		—		68,394
Total net sales (Note 4)	543,744		—		543,744
Cost of goods sold	367,431		766		368,197
Cost of services sold	63,503		—		63,503
Total cost of sales	430,934		766		431,700
Gross profit	112,810		(766)		112,044
Selling and administrative expenses	97,358		265		97,623
Amortization expense (Note 5)	5,314		—		5,314

Operating income (loss)	10,138		(1,031)		9,107

Interest expense - net	5,528		—		5,528
Other expense (income) - net (Note 19)	3,666		(1,031)		2,635
Income (loss) before income taxes	944		—		944
Income tax (benefit) expense (Note 14)	(355)		—		(355)
Net income (loss)	1,299		—		1,299
Net loss attributable to noncontrolling interest	(165)		—		(165)
Net income (loss) attributable to L.B. Foster Company	$	1,464	$	—	$	1,464









Basic earnings (loss) per common share (Note 13)	$	0.14	$	—	$	0.14



Diluted earnings (loss) per common share (Note 13)	$	0.13	$	—	$	0.13


Basic weighted average shares outstanding	10,799		—		10,799
Diluted weighted average shares outstanding	10,995		—		10,995

Consolidated Statement of Cash Flows


	Year Ended December 31, 2023
	As Previously Reported		Adjustments		As Revised
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	1,299	$	—	$	1,299
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Deferred income taxes	(1,852)		—		(1,852)
Depreciation	9,949		—		9,949
Amortization	5,314		—		5,314

Equity income in nonconsolidated investment	(51)		—		(51)
Gain on sales and disposals of property, plant, and equipment	(459)		—		(459)

Stock-based compensation	4,179		—		4,179
Loss on asset divestitures	3,074		—		3,074
Change in operating assets and liabilities:
Accounts receivable	27,367		—		27,367
Contract assets	1,797		—		1,797
Inventories	(6,989)		385		(6,604)
Other current assets	1,122		250		1,372

Other noncurrent assets	(153)		(250)		(403)

Accounts payable	(3,753)		(805)		(4,558)
Deferred revenue	(2,850)		—		(2,850)
Accrued payroll and employee benefits	6,364		—		6,364
Accrued settlement	(8,000)		—		(8,000)
Other current liabilities	2,555		—		2,555
Other liabilities	(1,537)		—		(1,537)
Net cash provided by (used in) operating activities	37,376		(420)		36,956

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the sale of property, plant, and equipment	539		—		539
Capital expenditures on property, plant, and equipment	(4,933)		420		(4,513)
Acquisitions, net of cash acquired	(1,246)		—		(1,246)
Proceeds from asset divestiture	7,706		—		7,706

Net cash provided by (used in) investing activities	2,066		420		2,486

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of debt	(208,668)		—		(208,668)
Proceeds from debt	171,408		—		171,408



Treasury stock acquisitions	(2,625)		—		(2,625)

Consideration received from noncontrolling interest	589		—		589
Net cash (used in) provided by financing activities	(39,296)		—		(39,296)

Effect of exchange rate changes on cash and cash equivalents	(468)		—		(468)
Net decrease in cash and cash equivalents	(322)		—		(322)
Cash and cash equivalents at beginning of period	2,882		—		2,882
Cash and cash equivalents at end of period	$	2,560	$	—	$	2,560
Supplemental disclosure of cash flow information:
Net interest paid	$	5,454	$	—	$	5,454
Net income taxes received	$	(221)	$	—	$	(221)