PITTSBURGH, May 10, 2024 (GLOBE NEWSWIRE) -- L.B. Foster Company (NASDAQ:FSTR), a global technology solutions provider of products and services for the rail and infrastructure markets, today announced its Board of Directors has been recognized as the "Public Company Board of the Year" by the National Association of Corporate Directors (NACD) Three Rivers Chapter. The annual Director of the Year Awards for the Three Rivers Chapter, which covers the Pittsburgh, PA, Buffalo, NY, and Cleveland and Cincinnati, O ...

Financial Data and Key Metrics - Organic growth averaged approximately 13% per quarter, with Q1 2024 reaching 16.9%, the highest point [4] - Adjusted gross profit increased 17.3% over the trailing four quarters, with adjusted gross margin improving by 190 basis points to 21.4% [4] - Net debt increased to $74.9 million during Q1, but was down $2.5 million year-over-year, with a gross leverage ratio of 2.2x, improved from 2.0x last year [20] - Adjusted EBITDA for Q1 was $5.9 million, up 32.4% year-over-year [24] - Capital spending is expected to be around 2% to 2.5% of sales, slightly higher than historical levels due to growth platform investments [5] Business Segment Performance - Rail segment sales increased 29.4% organically, with total Rail segment revenues up 28.3% to $82.6 million [19][26] - Infrastructure Solutions segment revenue decreased by $9.4 million (18.4%), with 19.5% of the decline due to divestitures and product line exits [27] - Rail Products saw a 33% increase in revenue year-over-year, contributing $13 million, while Technology Services and Solutions (TS&S) grew by 100% [78][109] - Precast Concrete business within Infrastructure was down 13% year-over-year, largely due to adverse weather conditions [76] Market Performance - The UK construction market has stabilized and is showing modest signs of improvement after challenges in 2023 [6] - Demand for total track monitoring technology products has increased, with expectations for continued growth [6] - Government funding for road and bridge rehabilitation projects, along with recreational park spending, is driving demand in the Infrastructure segment [32] Strategic Direction and Industry Competition - The company has completed nine transactions over the past two and a half years, simplifying its business structure and improving profitability [59] - Focus remains on Rail Technologies and Precast Concrete for organic growth opportunities, with a disciplined capital allocation process [55][56] - The company is optimistic about long-term demand in infrastructure markets, supported by federal investment programs [82] Management Commentary on Operating Environment and Future Outlook - Management is cautiously optimistic about market conditions, with strong order activity and improved lead times [62][63] - The company reaffirmed its 2024 financial guidance and remains on track to achieve its 2025 goals [21][38] - Free cash flow guidance for 2024 is $12 million to $18 million, with expectations for stronger cash flow in 2025 [28][45] Other Important Information - The company repurchased 151,000 shares (1.4% of outstanding shares) at an average price of $17.89 per share under its stock repurchase program [5] - The sale of a property in Magnolia, Texas, generated $3.5 million in net proceeds, excluded from adjusted EBITDA [9] - The company is monitoring its potential inclusion in the Russell 2000 Index, with a market cap of $255 million as of the measurement date [31] Q&A Session Summary Question: Any changes to full-year guidance given the strong Q1 performance? - No changes to full-year guidance were made, as the company remains cautious about market conditions despite a strong start [86][62] Question: Impact of weather on Infrastructure segment sales and EBITDA? - Precast Concrete revenue was down 13% year-over-year, with the majority of the decline attributed to adverse weather conditions [76] Question: Drivers of Rail segment revenue growth? - Rail Products and TS&S were the main drivers, with TS&S benefiting from domestic rail safety business and recovery in the UK [97][109] Question: Capital allocation and M&A strategy? - The company is focusing on organic growth and small tuck-in acquisitions, with a potential dividend considered as free cash flow improves [45][56] Question: Backlog trends and expectations? - Backlog is expected to improve throughout the year, with shorter lead times and improved order fulfillment impacting current levels [57][63]

[PART I. Financial Information](index=4&type=section&id=PART%20I.%20Financial%20Information) [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The company's Q1 2024 financial statements show a shift from net loss to net income, driven by sales growth and an asset sale gain, with increased assets and equity but negative operating cash flow [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2024, total assets increased to **$326.4 million** from **$313.2 million** at year-end 2023, driven by higher inventories and accounts receivable, while total liabilities rose to **$181.1 million** and stockholders' equity grew to **$145.3 million** | Balance Sheet Items (In thousands) | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Total Current Assets** | $182,984 | $167,990 | | **Total Assets** | $326,401 | $313,206 | | **Total Current Liabilities** | $84,181 | $95,306 | | **Long-Term Debt** | $77,926 | $55,171 | | **Total Liabilities** | $181,124 | $170,371 | | **Total Stockholders' Equity** | $145,277 | $142,835 | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For Q1 2024, the company reported a net income of **$4.4 million** (**$0.40** per diluted share), a significant improvement from a **$2.2 million** net loss in Q1 2023, driven by a **7.6%** increase in net sales and a **$3.5 million** gain from other income | Income Statement Items (In thousands) | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | **Total Net Sales** | $124,320 | $115,488 | | **Gross Profit** | $26,249 | $23,291 | | **Operating Profit** | $2,283 | $503 | | **Income (loss) before income taxes** | $4,694 | $(2,712) | | **Net Income (loss) attributable to L.B. Foster** | $4,436 | $(2,152) | | **Diluted EPS** | $0.40 | $(0.20) | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) In Q1 2024, net cash used in operating activities was **$21.9 million**, a sharp contrast to the **$6.9 million** provided in Q1 2023, primarily due to working capital changes, while investing activities provided **$1.2 million** and financing activities provided **$21.3 million** | Cash Flow Items (In thousands) | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | **Net cash (used in) provided by operating activities** | $(21,864) | $6,932 | | **Net cash provided by investing activities** | $1,209 | $4,661 | | **Net cash provided by (used in) financing activities** | $21,298 | $(12,022) | | **Net increase (decrease) in cash** | $588 | $(243) | | **Cash and cash equivalents at end of period** | $3,148 | $2,639 | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail key accounting policies, including a segment reorganization, revenue breakdowns, goodwill, debt covenants, and contingent liabilities such as the UPRR settlement and environmental proceedings - Effective Q4 2023, the company reorganized from three reporting segments to two: **Rail, Technologies, and Services** ("Rail") and **Infrastructure Solutions** ("Infrastructure"), with historical data restated to conform to this new structure[20](index=20&type=chunk) - As of March 31, 2024, the company had approximately **$222.3 million** in remaining performance obligations (backlog), with about **10.5%** expected to extend beyond one year[33](index=33&type=chunk) - The company has an outstanding settlement obligation with Union Pacific Railroad (UPRR), with a final payment of **$8.0 million** expected in 2024[66](index=66&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the **7.6%** increase in Q1 2024 net sales to strong organic growth, partially offset by divestitures, leading to improved gross profit margin and a significant swing to net income, with solid liquidity | Key Performance Indicators | Q1 2024 | Q1 2023 | Change | | :--- | :--- | :--- | :--- | | **Net Sales** | $124.3M | $115.5M | +7.6% | | **Gross Profit Margin** | 21.1% | 20.2% | +90 bps | | **Operating Profit** | $2.3M | $0.5M | +$1.8M | | **Net Income (Loss)** | $4.4M | $(2.2)M | +$6.6M | | **Diluted EPS** | $0.40 | $(0.20) | +$0.60 | - The increase in net sales was driven by organic sales growth of **$19.5 million** (**16.9%**), partially offset by a **$10.6 million** (**9.2%**) reduction from the divestiture of the Ties and Chemtec businesses and the exit of the Bridge product line[81](index=81&type=chunk) - Other income of **$3.5 million** in Q1 2024 was primarily due to a gain on the sale of the company's former joint venture facility in Magnolia, Texas[85](index=85&type=chunk) [Results of Operations - Segment Analysis](index=22&type=section&id=Results%20of%20Operations%20-%20Segment%20Analysis) The Rail segment saw a significant **28.3%** increase in sales to **$82.6 million**, driving its operating profit up by **183.8%** to **$6.8 million**, while the Infrastructure Solutions segment's sales decreased by **18.4%** to **$41.7 million**, resulting in an increased operating loss of **$1.4 million** | Segment Performance (Q1 2024 vs Q1 2023) | Net Sales | % Change | Segment Operating Profit (Loss) | % Change | | :--- | :--- | :--- | :--- | :--- | | **Rail, Technologies, and Services** | $82.6M | +28.3% | $6.8M | +183.8% | | **Infrastructure Solutions** | $41.7M | -18.4% | $(1.4)M | -291.3% | - The Rail segment's sales growth was driven by higher organic sales of **$18.9 million** (**29.4%**), particularly in Rail Products and Technology Services and Solutions[89](index=89&type=chunk) - The Infrastructure segment's sales decline was primarily attributable to the divestiture of Chemtec and the Bridge product line exit, which together decreased sales by **$9.9 million**[93](index=93&type=chunk) [Liquidity and Capital Resources](index=23&type=section&id=Liquidity%20and%20Capital%20Resources) As of March 31, 2024, the company had total available funding capacity of **$53.2 million**, consisting of **$3.1 million** in cash and **$50.1 million** available under its revolving credit facility, with net cash used in operating activities shifting to **$21.9 million** due to working capital needs | Available Funding Capacity (March 31, 2024) | Amount (In thousands) | | :--- | :--- | | Cash and cash equivalents | $3,148 | | Net availability under revolving credit facility | $50,071 | | **Total available funding capacity** | **$53,219** | - The change in operating cash flow was largely driven by accounts receivable, which was a use of cash of **$4.0 million** in Q1 2024 compared to a source of cash of **$26.2 million** in Q1 2023[102](index=102&type=chunk) [Backlog](index=25&type=section&id=Backlog) Total company backlog was **$222.3 million** as of March 31, 2024, a decrease from **$259.9 million** a year prior, attributed to **$12.1 million** from divested businesses and a discontinued product line, with the remainder related to the timing of large orders | Backlog by Segment (In thousands) | Mar 31, 2024 | Mar 31, 2023 | | :--- | :--- | :--- | | Rail, Technologies, and Services | $86,038 | $113,593 | | Infrastructure Solutions | $136,223 | $146,288 | | **Total backlog** | **$222,261** | **$259,881** | [Quantitative and Qualitative Disclosures about Market Risk](index=27&type=section&id=Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This item is not applicable as the company qualifies as a smaller reporting company - The company states that this item is not applicable to a smaller reporting company[119](index=119&type=chunk) [Controls and Procedures](index=27&type=section&id=Controls%20and%20Procedures) As of March 31, 2024, the CEO and CFO concluded that the company's disclosure controls and procedures were effective, with no material changes to internal control over financial reporting during Q1 2024 - Management, including the CEO and CFO, concluded that the Company's disclosure controls and procedures were effective as of March 31, 2024[120](index=120&type=chunk) - No changes occurred during the quarter ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[121](index=121&type=chunk) [PART II. Other Information](index=28&type=section&id=PART%20II.%20Other%20Information) [Legal Proceedings](index=28&type=section&id=Item%201.%20Legal%20Proceedings) The company is subject to various legal proceedings, notably its potential responsibility in the Portland Harbor Superfund Site cleanup, though management does not currently believe these matters will have a material adverse effect on financial condition - The company is identified as a potentially responsible party (PRP) for the Portland Harbor Superfund Site cleanup, with estimated total remedy costs of **$1.1 billion to $1.7 billion**, though the company's ultimate liability cannot be predicted at this time[68](index=68&type=chunk) - Management believes that the ultimate resolution of pending legal actions will not have a material adverse effect on the company's financial position or liquidity as of March 31, 2024[69](index=69&type=chunk) [Risk Factors](index=28&type=section&id=Item%201A.%20Risk%20Factors) This item is not applicable as the company qualifies as a smaller reporting company - The company states that this item is not applicable to a smaller reporting company[124](index=124&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=28&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q1 2024, the company repurchased **51,217** shares at an average price of **$23.80** per share, with **16,555** shares purchased under the publicly announced program, leaving approximately **$12.3 million** available for future repurchases | Share Repurchases (Q1 2024) | Value | | :--- | :--- | | **Total shares purchased** | 51,217 | | **Average price paid per share** | $23.80 | | **Shares purchased under public plan** | 16,555 | | **Approx. value remaining under plan** | $12,303 thousand | - On March 3, 2023, the Board of Directors authorized a share repurchase program of up to **$15.0 million** of the Company's common shares, effective until February 2026[128](index=128&type=chunk) [Other Information](index=28&type=section&id=Item%205.%20Other%20Information) During the fiscal quarter ended March 31, 2024, none of the company's directors or officers adopted, modified, or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement - No directors or officers adopted, modified, or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the first quarter of 2024[128](index=128&type=chunk) [Exhibits](index=29&type=section&id=Item%206.%20Exhibits) This section provides an index of the exhibits filed with the Form 10-Q, including CEO and CFO certifications and XBRL data files

[Q1 2024 Performance Overview](index=1&type=section&id=Q1%202024%20Performance%20Overview) [Key Financial Highlights](index=1&type=section&id=Key%20Financial%20Highlights) L.B. Foster reported strong Q1 2024 results with net sales up **7.6%** to **$124.3 million**, net income of **$4.4 million**, and **32.4%** adjusted EBITDA growth | Metric | Q1 2024 | YoY Change | | :--- | :--- | :--- | | Net Sales | $124.3M | +7.6% | | Organic Sales | - | +16.9% | | Gross Profit | $26.2M | +12.7% | | Gross Margin | 21.1% | +90 bps | | Net Income | $4.4M | +$6.6M | | Adjusted EBITDA | $5.9M | +32.4% | | New Orders | $132.4M | -5.1% | | Backlog | $222.3M | -14.5% | - Net debt decreased by **$2.5 million** year-over-year to **$74.9 million**, with the Gross Leverage Ratio improving to **2.2x**, down **0.2x** from the prior year's quarter[4](index=4&type=chunk) - The company reaffirmed its full-year 2024 guidance, expecting net sales between **$525.0 million** and **$560.0 million**, and adjusted EBITDA between **$34.0 million** and **$39.0 million**[4](index=4&type=chunk) [CEO Commentary](index=1&type=section&id=CEO%20Commentary) CEO John Kasel noted a strong start to 2024, driven by organic growth and profitability, with the Rail business rebounding and Infrastructure backlog growing - The Rail business rebounded in Q1, delivering **29.4%** organic sales growth and a **22.5%** gross margin, which was up **330 bps** sequentially from a sluggish Q4 2023[3](index=3&type=chunk) - The Infrastructure business saw flat organic sales due to adverse weather impacting the Precast Concrete business, but its backlog grew **17.0%** during the quarter, suggesting future volume increases[3](index=3&type=chunk) - Adjusted EBITDA of **$5.9 million** (up **32.4%** YoY) excludes a **$3.5 million** gain from the sale of an industrial property, the proceeds of which were used to pay down debt[3](index=3&type=chunk) - Order rates showed recovery, with organic orders up **3.0%** YoY. Sequentially, total orders increased **25.5%**, led by a **39.4%** increase in the Rail business[6](index=6&type=chunk) [2024 Full Year Financial Guidance](index=3&type=section&id=2024%20Full%20Year%20Financial%20Guidance) The company reaffirmed its 2024 full-year guidance, projecting net sales between **$525 million** and **$560 million** and adjusted EBITDA from **$34 million** to **$39 million** | 2024 Full Year Financial Guidance | Low | High | | :--- | :--- | :--- | | Net sales | $525.0M | $560.0M | | Adjusted EBITDA | $34.0M | $39.0M | | Free cash flow | $12.0M | $18.0M | | Capital spending (% of sales) | 2.0% | 2.5% | [Detailed Financial Results](index=3&type=section&id=Detailed%20Financial%20Results) [First Quarter Consolidated Results](index=3&type=section&id=First%20Quarter%20Consolidated%20Results) Q1 2024 consolidated net sales grew **7.6%** to **$124.3 million**, with gross profit up **12.7%** and net income reaching **$4.4 million** | Metric | Q1 2024 | Q1 2023 | Change | | :--- | :--- | :--- | :--- | | Net Sales | $124.3M | $115.5M | +7.6% | | Gross Profit | $26.2M | $23.3M | +12.7% | | Operating Profit | $2.3M | $0.5M | +353.9% | | Net Income | $4.4M | ($2.2M) | +$6.6M | | Adjusted EBITDA | $5.9M | $4.5M | +32.4% | - Organic sales growth of **16.9%** was the primary driver of the top-line increase, while divestiture and product line exit activities created a **9.2%** headwind[8](index=8&type=chunk) - Net income improvement was driven by higher operating profit and **$3.5 million** in 'Other income - net' from a property sale, compared to a **$1.8 million** 'Other expense - net' in the prior year which included a loss on the sale of Chemtec[10](index=10&type=chunk) - Cash used by operating activities was **$21.9 million**, a significant increase from the **$6.9 million** provided in the prior year quarter, attributed to organic growth initiatives and higher seasonal working capital needs[10](index=10&type=chunk) [Segment Performance](index=4&type=section&id=Segment%20Performance) Q1 2024 segment performance diverged, with Rail, Technologies, and Services driving growth while Infrastructure Solutions declined due to divestitures [Rail, Technologies, and Services Segment](index=4&type=section&id=Rail,%20Technologies,%20and%20Services%20Segment) The Rail, Technologies, and Services segment achieved strong Q1 results with net sales up **28.3%** to **$82.6 million** and operating profit surging **183.8%** | Metric | Q1 2024 | Q1 2023 | Change | | :--- | :--- | :--- | :--- | | Net Sales | $82.6M | $64.4M | +28.3% | | Gross Profit | $18.6M | $14.3M | +30.0% | | Gross Profit Margin | 22.5% | 22.2% | +30 bps | | Segment Operating Profit | $6.8M | $2.4M | +183.8% | | New Orders | $83.7M | $73.7M | +13.6% | - Organic sales growth of **29.4%** was driven by improvements in Rail Products and Technology Services and Solutions, partially offset by lower volumes in the Global Friction Management business[11](index=11&type=chunk) - New orders increased by **$10.0 million**, primarily from Rail Products and Global Friction Management. However, backlog decreased by **$27.6 million** YoY, mainly due to timing fluctuations in executing large Rail Products orders[13](index=13&type=chunk) [Infrastructure Solutions Segment](index=5&type=section&id=Infrastructure%20Solutions%20Segment) Infrastructure Solutions Q1 net sales decreased **18.4%** to **$41.7 million** due to divestitures, with operating loss widening to **$1.4 million** | Metric | Q1 2024 | Q1 2023 | Change | | :--- | :--- | :--- | :--- | | Net Sales | $41.7M | $51.1M | -18.4% | | Gross Profit | $7.7M | $9.0M | -14.8% | | Gross Profit Margin | 18.4% | 17.6% | +80 bps | | Segment Operating Loss | ($1.4M) | ($0.4M) | -291.3% | | New Orders | $48.6M | $65.8M | -26.1% | - The **18.4%** sales decline was driven by a **19.5%** impact from divestitures. Organic sales grew **1.0%**, with strong Steel Products sales offset by lower Precast Concrete volumes due to adverse weather[14](index=14&type=chunk) - Gross profit margins expanded by **80 basis points** to **18.4%**, primarily due to portfolio changes, despite a **$1.3 million** decrease in absolute gross profit[14](index=14&type=chunk) [Financial Statements](index=8&type=section&id=Financial%20Statements) [Condensed Consolidated Statements of Operations](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q1 2024 income statement shows a turnaround with net income of **$4.4 million** ($0.40 diluted EPS) versus a prior year loss | (In thousands) | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Total net sales | $124,320 | $115,488 | | Gross profit | $26,249 | $23,291 | | Operating profit | $2,283 | $503 | | Income (loss) before income taxes | $4,694 | ($2,712) | | Net income (loss) attributable to L.B. Foster | $4,436 | ($2,152) | | Diluted EPS | $0.40 | ($0.20) | [Condensed Consolidated Balance Sheets](index=9&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2024, total assets reached **$326.4 million**, driven by higher inventories and receivables, with total liabilities at **$181.1 million** | (In thousands) | Mar 31, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $3,148 | $2,560 | | Inventories - net | $85,761 | $73,496 | | Total current assets | $182,984 | $167,990 | | Total Assets | $326,401 | $313,206 | | **Liabilities & Equity** | | | | Total current liabilities | $84,181 | $95,306 | | Long-term debt | $77,926 | $55,171 | | Total L.B. Foster stockholders' equity | $144,601 | $142,111 | | Total Liabilities and Stockholders' Equity | $326,401 | $313,206 | [Non-GAAP Financial Measures and Reconciliations](index=10&type=section&id=Non-GAAP%20Financial%20Measures%20and%20Reconciliations) [Explanation of Non-GAAP Measures](index=10&type=section&id=Explanation%20of%20Non-GAAP%20Measures) The company uses non-GAAP measures like adjusted EBITDA and organic sales growth to provide a clearer view of operational performance - Adjusted EBITDA excludes items the company believes are unusual, non-recurring, unpredictable, or non-cash. For Q1 2024, this included a gain on an asset sale. For Q1 2023, it included a loss on a divestiture[30](index=30&type=chunk)[31](index=31&type=chunk) - Organic sales growth is a non-GAAP measure that excludes the effects of divestiture and product line exit activities to provide a clearer view of underlying business trends[33](index=33&type=chunk) - Net debt, defined as total debt less cash and cash equivalents, is used as a key metric to assess the company's operational and financial health[32](index=32&type=chunk) [Reconciliation of Net Income to Adjusted EBITDA](index=10&type=section&id=Reconciliation%20of%20Net%20Income%20to%20Adjusted%20EBITDA) Q1 2024 net income of **$4.4 million** reconciled to an adjusted EBITDA of **$5.9 million**, a **32.4%** increase year-over-year | Reconciliation (In thousands) | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Net income (loss), as reported | $4,405 | ($2,171) | | Interest, Taxes, D&A | +$4,805 | +$5,817 | | **Total EBITDA** | **$9,410** | **$2,546** | | Gain on asset sale | ($3,477) | — | | Loss on divestiture | — | $2,033 | | VanHooseCo contingent consideration | — | ($97) | | **Adjusted EBITDA** | **$5,933** | **$4,482** | [Reconciliation of Sales and Orders (Organic vs. Reported)](index=11&type=section&id=Reconciliation%20of%20Sales%20and%20Orders%20(Organic%20vs.%20Reported)) Q1 2024 reported net sales grew **7.6%**, but organic sales increased **16.9%**, while reported new orders decreased **5.1%** Consolidated Sales Change (YoY) | (In thousands) | Amount | Percent Change | | :--- | :--- | :--- | | 2023 Net Sales | $115,488 | - | | Decrease due to divestitures | ($10,642) | -9.2% | | Change due to organic sales | $19,474 | +16.9% | | **2024 Net Sales** | **$124,320** | **+7.6%** | Consolidated New Orders Change (YoY) | (In thousands) | Amount | Percent Change | | :--- | :--- | :--- | | 2023 New Orders | $139,515 | - | | Decrease due to divestitures | ($11,267) | -8.1% | | Change due to organic new orders | $4,137 | +3.0% | | **2024 New Orders** | **$132,385** | **-5.1%** | [Net Debt Reconciliation](index=11&type=section&id=Net%20Debt%20Reconciliation) Net debt was **$74.9 million** as of March 31, 2024, a sequential increase of **$22.2 million** but a year-over-year decrease of **$2.5 million** | (In thousands) | Mar 31, 2024 | Dec 31, 2023 | Mar 31, 2023 | | :--- | :--- | :--- | :--- | | Total debt | $78,085 | $55,273 | $80,096 | | Less: cash and cash equivalents | ($3,148) | ($2,560) | ($2,639) | | **Net debt** | **$74,937** | **$52,713** | **$77,457** |

PITTSBURGH, April 30, 2024 (GLOBE NEWSWIRE) -- L.B. Foster Company (NASDAQ:FSTR, the "Company"))), today announced that it will release its first quarter results, pre-market opening on Tuesday, May 7, 2024. L.B. Foster will host a conference call to discuss its operating results, market outlook, and developments in the business later that morning at 11:00 A.M. Eastern Time. A presentation will be available on the Company's website under the Investor Relations page immediately after the Company's earnings re ...

With all the turbulence in the stock market at this time, it’s imperative to consider theimpact of analyst downgrades to minimize risk.Following a momentous AI-powered rally in the past year or so, the market’s taking a breather. Moreover, with inflation coming in hot this month again, expect the stock market to shed more of its gains in the near term. Hence, with all the uncertainty, investors must consider price target cuts from Wall-Street. With that said, here are three stocks with analyst downgrades yo ...

L.B. Foster (FSTR) could be a solid choice for investors given its recent upgrade to a Zacks Rank #2 (Buy). This rating change essentially reflects an upward trend in earnings estimates -- one of the most powerful forces impacting stock prices.A company's changing earnings picture is at the core of the Zacks rating. The system tracks the Zacks Consensus Estimate -- the consensus measure of EPS estimates from the sell-side analysts covering the stock -- for the current and following years.Since a changing ea ...

PITTSBURGH, March 07, 2024 (GLOBE NEWSWIRE) -- L.B. Foster Company (NASDAQ:FSTR, the "Company"))), announced today that John Kasel, President and Chief Executive Officer, and Bill Thalman, Executive Vice President and Chief Financial Officer, will present virtually at the Sidoti Small Cap Virtual Conference on March 14, 2024 beginning at 12:15 PM EST. Presentation materials for the conference will be posted on the Company's Investor Relations website under "Presentations" the morning of the conference. A vi ...

PITTSBURGH, March 07, 2024 (GLOBE NEWSWIRE) -- L.B. Foster Company (NASDAQ: FSTR, the “Company”), announced today that John Kasel, President and Chief Executive Officer, and Bill Thalman, Executive Vice President and Chief Financial Officer, will present virtually at the Sidoti Small Cap Virtual Conference on March 14, 2024 beginning at 12:15 PM EST. Presentation materials for the conference will be posted on the Company’s Investor Relations website under “Presentations” the morning of the conference. A vid ...

PART I [Business Overview](index=5&type=section&id=Item%201.%20Business) L.B. Foster Company provides global infrastructure technology solutions, restructuring into Rail, Technologies, and Services and Infrastructure Solutions segments in 2023 - L.B. Foster Company is a global technology solutions provider of engineered, manufactured products and services that builds and supports infrastructure, with operations in North America, South America, Europe, and Asia[12](index=12&type=chunk) - The company restructured its reporting segments in Q4 2023 from three to two: (1) Rail, Technologies, and Services (Rail) and (2) Infrastructure Solutions. Historical data has been restated to conform to this new presentation[13](index=13&type=chunk)[14](index=14&type=chunk) Net Sales by Reporting Segment (2023 vs. 2022) | Segment | 2023 (%) | 2022 (%) | | :----------------------------- | :------- | :------- | | Rail, Technologies, and Services | 57 | 60 | | Infrastructure Solutions | 43 | 40 | | **Total** | **100** | **100** | - International sales decreased from **24% of total sales in 2022 to 15% in 2023**[31](index=31&type=chunk) - The company had **1,065 employees** as of December 31, 2023, with 820 in the US, 43 in Canada, 196 in Europe, and 6 elsewhere. **11 hourly production workers are represented by unions**[47](index=47&type=chunk)[48](index=48&type=chunk) [Summary Description of Businesses](index=5&type=section&id=Summary%20Description%20of%20Businesses) [Business Segments](index=5&type=section&id=Business%20Segments) [Rail, Technologies, and Services](index=5&type=section&id=Rail,%20Technologies,%20and%20Services) The Rail segment provides manufacturing, distribution, and services for freight and passenger railroads and industrial companies globally, including track components, friction management, and technology solutions - The Rail segment provides manufacturing, distribution, and services for freight and passenger railroads and industrial companies globally, including track components, friction management, and technology solutions[16](index=16&type=chunk) - Key business units within Rail include Rail Products (Rail Distribution, Allegheny Rail Products, Transit Products), Global Friction Management, and Technology Services and Solutions[16](index=16&type=chunk)[17](index=17&type=chunk) - The Concrete Ties business, previously part of Rail Products, was sold in June 2023[17](index=17&type=chunk)[20](index=20&type=chunk) - The Technology Services and Solutions unit acquired Skratch Enterprises Ltd. in June 2022, expanding its intelligent digital signage solutions[22](index=22&type=chunk) [Infrastructure Solutions](index=7&type=section&id=Infrastructure%20Solutions) The Infrastructure segment designs, manufactures, and deploys advanced technologies for the built environment, including precast concrete products, bridge products, and pipe protective coatings and threading - The Infrastructure segment designs, manufactures, and deploys advanced technologies for the built environment, including precast concrete products, bridge products, and pipe protective coatings and threading[23](index=23&type=chunk) - The Precast Concrete Products unit acquired VanHooseCo Precast, LLC in August 2022, expanding into commercial and residential infrastructure markets, and Cougar Mountain Precast, LLC in November 2023[24](index=24&type=chunk)[137](index=137&type=chunk) - The Steel Products unit discontinued its bridge grid deck product line in Q3 2023 due to weak market conditions and customer adoption of newer technologies[26](index=26&type=chunk)[136](index=136&type=chunk) - The Chemtec business (Precision Measurement Products and Systems) was sold in March 2023[30](index=30&type=chunk)[134](index=134&type=chunk) [International Operations](index=8&type=section&id=International%20Operations) [Marketing and Competition](index=8&type=section&id=Marketing%20and%20Competition) [Raw Materials and Supplies](index=8&type=section&id=Raw%20Materials%20and%20Supplies) [Backlog](index=8&type=section&id=Backlog) [Patents and Trademarks](index=8&type=section&id=Patents%20and%20Trademarks) [Environmental Disclosures](index=8&type=section&id=Environmental%20Disclosures) [Human Capital Management](index=9&type=section&id=Human%20Capital%20Management) [Code of Ethics](index=10&type=section&id=Code%20of%20Ethics) [Available Information](index=10&type=section&id=Available%20Information) [Executive Officers of the Registrant](index=10&type=section&id=Executive%20Officers%20of%20the%20Registrant) [Risk Factors](index=12&type=section&id=Item%201A.%20Risk%20Factors) The company faces diverse risks from managing acquisitions, economic downturns, cost pressures, cybersecurity threats, competitive markets, and international operations - Risks include the inability to successfully manage acquisitions, divestitures, and strategic transactions, which could harm financial results and prospects[65](index=65&type=chunk)[66](index=66&type=chunk)[67](index=67&type=chunk) - Prolonged negative economic conditions, volatile energy prices, and unfavorable changes in global markets could adversely affect the business, including impacts on suppliers, customers, and government spending[68](index=68&type=chunk)[69](index=69&type=chunk) - Profitability is vulnerable to cost pressures, such as rising inflation, labor costs, and supply chain constraints, which adversely impacted the company in 2023 and 2022[70](index=70&type=chunk) - Cybersecurity risks, including data breaches and cyber-attacks, could disrupt business, lead to liability, and harm reputation, despite increased investments in cybersecurity safeguards[72](index=72&type=chunk) - The company's indebtedness could materially and adversely affect its business, financial condition, and results of operations by requiring a substantial portion of cash flows for debt service and limiting financial flexibility[87](index=87&type=chunk)[88](index=88&type=chunk) - International operations expose the company to risks such as changing economic and political conditions, currency fluctuations, and foreign laws related to tariffs, trade restrictions, and taxation[101](index=101&type=chunk)[102](index=102&type=chunk) [Business and Operational Risks](index=14&type=section&id=Business%20and%20Operational%20Risks) [Competitive Risks](index=17&type=section&id=Competitive%20Risks) [Financial Risks](index=19&type=section&id=Financial%20Risks) [Legal, Tax, and Regulatory Risks](index=21&type=section&id=Legal,%20Tax,%20and%20Regulatory%20Risks) [International Risks](index=23&type=section&id=International%20Risks) [Unresolved Staff Comments](index=24&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reported no unresolved staff comments from the SEC - There are no unresolved staff comments[106](index=106&type=chunk) [Cybersecurity](index=24&type=section&id=Item%201C.%20Cybersecurity) The company maintains a risk-based cybersecurity program with Board oversight, incident response teams, and insurance, having experienced no material cyber-attack impacts to date - The company's cybersecurity program is risk-based, incorporating industry best practices, third-party consultants, auditors, and insurers, with some business portions certified under Cyber Essentials and goals to comply with ISO 27001 company-wide[107](index=107&type=chunk) - Key program elements include cyber education, access management, data encryption, endpoint/network monitoring, sensitive data transmission detection, managed detection and response services, vulnerability management, and a dedicated internal cybersecurity team with an incident response plan[108](index=108&type=chunk) - The Board of Directors has overall oversight of cybersecurity risks, with the Audit Committee receiving regular reports from senior management. A Cyber Incident Response Team (CIRT) and Cyber Security Materiality Assessment Committee (CMAC) are responsible for ongoing risk management and incident assessment[110](index=110&type=chunk)[111](index=111&type=chunk)[112](index=112&type=chunk)[113](index=113&type=chunk) - To date, cyber-attacks have not materially affected the company, which maintains insurance coverage for cybersecurity incidents[109](index=109&type=chunk) [Properties](index=27&type=section&id=Item%202.%20Properties) The company's corporate headquarters is in Pittsburgh, PA, operating numerous owned and leased facilities across North America and Europe, all in good condition - The company's corporate headquarters is in Pittsburgh, PA[115](index=115&type=chunk) Material Principal Properties by Business Segment | Location | Function | Business Segment | Lease Expiration | | :------------------- | :------------------------------------------- | :----------------- | :--------------- | | Bedford, PA | Bridge component fabricating plant | Infrastructure | Owned | | Birmingham, AL | Protective coatings facility | Infrastructure | 2027 | | Burnaby, BC, Canada | Friction management products plant | Rail | 2024 | | Columbia City, IN | Rail processing facility and yard storage | Rail | Owned | | Dublin, OH | Rail safety device manufacturing facility | Rail | 2026 | | Hillsboro, TX | Precast concrete facility | Infrastructure | Owned | | Lebanon, TN | Precast concrete facility | Infrastructure | 2028 | | London, United Kingdom | Technology services facility | Rail | 2024 | | Loudon, TN | Precast concrete facility | Infrastructure | Owned | | Magnolia, TX | Threading facility | Infrastructure | Owned | | Nampa, ID | Precast concrete facility | Infrastructure | 2029 | | Niles, OH | Rail fabrication, friction management products, and yard storage | Rail | Owned | | Nottingham, United Kingdom | Technology solutions manufacturing | Rail | Owned | | Pueblo, CO | Rail joint manufacturing facility | Rail | Owned | | Sheffield, United Kingdom | Track component and friction management products facility | Rail | 2030 | | Telford, United Kingdom | Technology solutions manufacturing | Rail | 2033 | | Waverly, WV | Precast concrete facility | Infrastructure | Owned | | Willis, TX | Protective coatings facility | Infrastructure | Owned | - The company's facilities are in good condition and suitable for its current and planned business operations[116](index=116&type=chunk) [Legal Proceedings](index=27&type=section&id=Item%203.%20Legal%20Proceedings) Information regarding the company's legal proceedings and other commitments and contingencies is incorporated by reference from Note 18 to the Consolidated Financial Statements - Information on legal proceedings and other commitments and contingencies is detailed in Note 18 to the Consolidated Financial Statements[117](index=117&type=chunk) [Mine Safety Disclosures](index=27&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is not applicable to the Company[118](index=118&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities](index=28&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity,%20Related%20Stockholder%20Matters,%20and%20Issuer%20Purchases%20of%20Equity%20Securities) As of February 29, 2024, L.B. Foster had 315 common shareholders, with stock traded on NASDAQ (FSTR); no dividends were declared in 2023-2022, but a $15 million share repurchase program was authorized - As of February 29, 2024, the Company had **315 common shareholders of record**, and its common stock is traded on the NASDAQ Global Select Market under the symbol FSTR[121](index=121&type=chunk) - No quarterly dividends were declared in 2023 and 2022, but there is potential for ordinary or special dividends in future years, subject to credit facility covenants[122](index=122&type=chunk) Issuer Purchases of Equity Securities (Q4 2023) | Period | Total Shares Purchased (1) | Average Price Paid per Share | Shares Purchased as Part of Publicly Announced Plans or Programs (2) | Approximate Dollar Value of Shares That May Yet Be Purchased Under Plans or Programs | | :----------------------------------- | :------------------------- | :--------------------------- | :----------------------------------------------------------------- | :--------------------------------------------------------------------------------- | | October 1, 2023 - October 31, 2023 | — | $ — | — | $ 14,122 | | November 1, 2023 - November 30, 2023 | — | — | 33,331 | 13,459 | | December 1, 2023 - December 31, 2023 | — | — | 37,534 | 12,690 | | **Total** | **—** | **$ —** | **70,865** | **$ 12,690** | - On March 3, 2023, the Board authorized the repurchase of up to **$15,000 (thousand)** of common shares through February 2026. In 2023, **134,208 shares** were repurchased for **$2,310 (thousand)**[124](index=124&type=chunk)[130](index=130&type=chunk)[163](index=163&type=chunk) [Stock Market Information](index=28&type=section&id=Stock%20Market%20Information) [Dividends](index=28&type=section&id=Dividends) [Issuer Purchases of Equity Securities](index=28&type=section&id=Issuer%20Purchases%20of%20Equity%20Securities) [Reserved](index=28&type=section&id=Item%206.%20Reserved) This item is omitted pursuant to amendments to Item 301 of Regulation S-K - Item 6 is omitted pursuant to amendments to Item 301 of Regulation S-K effective February 10, 2021[125](index=125&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) L.B. Foster Company achieved significant financial improvements in 2023, with net sales up 9.3% to $543.7 million, adjusted EBITDA up 31.4% to $31.8 million, and net debt reduced by $36.3 million Key Financial Highlights (2023 vs. 2022) | Metric | 2023 ($ thousands) | 2022 ($ thousands) | Change ($ thousands) | Change (%) | | :---------------------- | :----------------- | :----------------- | :------------------- | :--------- | | Net Sales | 543,744 | 497,497 | 46,247 | 9.3 | | Gross Profit | 112,810 | 89,611 | 23,199 | 25.9 | | Gross Profit Margin | 20.7% | 18.0% | 270 bps | 15.0 | | Operating Profit (Loss) | 10,138 | (7,206) | 17,344 | 240.7 | | Net Income (Loss) | 1,299 | (45,677) | 46,976 | 102.9 | | Diluted EPS | $0.13 | $(4.25) | $4.38 | 103.1 | | Adjusted EBITDA | 31,775 | 24,179 | 7,596 | 31.4 | | Net Debt | 52,713 | 88,997 | (36,284) | (40.8) | - Net sales increased by **9.3%** due to **11.7% organic sales growth** and **4.0% from acquisitions** (Skratch, VanHooseCo), partially offset by a **6.4% reduction from divestitures** (Track Components, Chemtec, Ties)[130](index=130&type=chunk)[139](index=139&type=chunk) - Net cash flow from operations in 2023 was **$37,376 (thousand)**, a significant improvement from a use of **$10,576 (thousand)** in 2022[130](index=130&type=chunk)[159](index=159&type=chunk)[160](index=160&type=chunk) - The company reduced its net debt by **$36,284 (thousand)** to **$52,713 (thousand)** in 2023, primarily using divestiture proceeds and operating cash flows[130](index=130&type=chunk)[131](index=131&type=chunk)[143](index=143&type=chunk)[163](index=163&type=chunk) - Selling and administrative expenses increased by **17.8%** to **$97,358 (thousand)** in 2023, primarily due to portfolio changes, higher personnel expenses, UK restructuring costs, and a bad debt provision[138](index=138&type=chunk)[142](index=142&type=chunk) - The effective income tax rate for 2023 was **(37.6)%**, compared to **(407.7)%** in 2022, primarily due to the realization of domestic tax benefits and an increase in valuation allowance against deferred tax assets in the UK and other foreign jurisdictions[145](index=145&type=chunk)[318](index=318&type=chunk) [Our Business](index=29&type=section&id=Our%20Business) [2023 Developments](index=29&type=section&id=2023%20Developments) [Acquisitions, Divestitures and Product Line Exit](index=30&type=section&id=Acquisitions,%20Divestitures%20and%20Product%20Line%20Exit) The company strategically acquired Skratch, VanHooseCo, and Cougar Mountain Precast, while divesting Chemtec, Ties, and Track Components, and discontinuing the bridge grid deck product line in 2023 - Acquired Skratch Enterprises Ltd. (June 2022) for **$7,402 (thousand)** and VanHooseCo Precast, LLC (August 2022) for **$52,146 (thousand)**, contributing **$4,624 (thousand)** and **$33,742 (thousand)** in net sales respectively for 2023[132](index=132&type=chunk) - Divested Track Components division (August 2022) for **$7,795 (thousand)**, resulting in a **$467 (thousand) loss on sale**[133](index=133&type=chunk) - Sold Chemtec business (March 2023) for **$5,344 (thousand)**, generating a **$2,065 (thousand) loss on sale**[134](index=134&type=chunk) - Sold Ties business (June 2023) for **$2,362 (thousand)**, resulting in a **$1,009 (thousand) loss on sale**[135](index=135&type=chunk) - Discontinued Bridge Products grid deck product line (August 2023) due to weak market conditions, incurring **$1,403 (thousand) in exit costs** and a **$3,051 (thousand) reduction in gross profit**[136](index=136&type=chunk) - Acquired Cougar Mountain Precast, LLC (November 2023) for **$1,644 (thousand)**[137](index=137&type=chunk) [Full Year Results Comparison](index=32&type=section&id=Full%20Year%20Results%20Comparison) [Liquidity and Capital Resources](index=34&type=section&id=Liquidity%20and%20Capital%20Resources) As of December 31, 2023, the company had $74.7 million in available funding capacity, with net cash from operations significantly increasing to $37.4 million and total debt reduced to $55.3 million - As of December 31, 2023, the company had **$2,560 (thousand)** in cash and cash equivalents and **$72,133 (thousand)** available under its revolving credit facility, totaling **$74,693 (thousand)** in available funding capacity[156](index=156&type=chunk)[157](index=157&type=chunk) - Net cash provided by operating activities was **$37,376 (thousand)** in 2023, a significant increase from a use of **$10,576 (thousand)** in 2022[159](index=159&type=chunk)[160](index=160&type=chunk) - Net cash provided by investing activities was **$2,066 (thousand)** in 2023, compared to a use of **$56,418 (thousand)** in 2022, driven by lower capital expenditures and proceeds from divestitures[159](index=159&type=chunk)[162](index=162&type=chunk) - Net cash used in financing activities was **$39,296 (thousand)** in 2023, primarily due to debt reduction and share repurchases, contrasting with **$60,240 (thousand)** provided in 2022 for acquisitions[159](index=159&type=chunk)[163](index=163&type=chunk) - Total debt, including finance leases, decreased from **$91,879 (thousand)** in 2022 to **$55,273 (thousand)** in 2023[156](index=156&type=chunk)[304](index=304&type=chunk) - The Credit Agreement, amended in August 2022, extends maturity to August 2026 and includes financial covenants (Maximum Gross Leverage Ratio, Minimum Consolidated Fixed Charge Coverage Ratio) with which the company was in compliance as of December 31, 2023[168](index=168&type=chunk)[308](index=308&type=chunk)[309](index=309&type=chunk)[311](index=311&type=chunk) [Backlog](index=38&type=section&id=Backlog) Total backlog decreased by $58.5 million compared to the prior year, primarily due to divested businesses, discontinued product lines, and timing of large orders Backlog by Business Segment (2023 vs. 2022) | Segment | December 31, 2023 ($ thousands) | December 31, 2022 ($ thousands) | | :----------------------------- | :------------------------------ | :------------------------------ | | Rail, Technologies, and Services | 84,418 | 105,241 | | Infrastructure Solutions | 129,362 | 167,010 | | **Total Backlog** | **213,780** | **272,251** | - Total backlog decreased by **$58,471 (thousand)** compared to the prior year, with **$31,270 (thousand)** attributed to divested businesses and discontinued product lines, and the remaining decline due to timing of large orders in Rail Distribution[172](index=172&type=chunk) [Critical Accounting Estimates](index=40&type=section&id=Critical%20Accounting%20Estimates) Critical accounting estimates involve income taxes, revenue recognition for long-term contracts, goodwill impairment, and intangible/long-lived asset impairment, all requiring significant management judgment - Critical accounting estimates include income taxes (deferred tax assets, valuation allowances, uncertain tax positions), revenue recognition (long-term contract estimates, variable consideration), goodwill impairment, and intangible/long-lived asset impairment[174](index=174&type=chunk)[176](index=176&type=chunk)[180](index=180&type=chunk)[181](index=181&type=chunk)[185](index=185&type=chunk) - Management's judgments and assumptions in these areas can significantly impact reported financial results[174](index=174&type=chunk)[176](index=176&type=chunk)[182](index=182&type=chunk)[185](index=185&type=chunk) [Non-GAAP Financial Measures](index=41&type=section&id=Non-GAAP%20Financial%20Measures) The company uses non-GAAP financial measures like organic sales growth, EBITDA, adjusted EBITDA, and net debt to provide supplemental insight into business trends and performance - The company uses non-GAAP financial measures such as organic sales growth, EBITDA, adjusted EBITDA, and net debt to provide supplemental insight into business trends and performance, as these are used by management for operational and strategic decisions[187](index=187&type=chunk)[188](index=188&type=chunk)[189](index=189&type=chunk)[190](index=190&type=chunk) - Adjustments to EBITDA in 2023 included loss on divestitures, bridge grid deck exit impact, and bad debt provision. In 2022, adjustments included acquisition/divestiture costs, inventory step-up amortization, insurance proceeds, Crossrail settlement, and impairment charges[189](index=189&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=42&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This item is not applicable to L.B. Foster Company as it is a smaller reporting company - This item is not applicable to a smaller reporting company[192](index=192&type=chunk) [Financial Statements and Supplementary Data](index=43&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the audited consolidated financial statements for L.B. Foster Company, including balance sheets, statements of operations, comprehensive income (loss), cash flows, and stockholders' equity for 2023 and 2022, with an unqualified opinion from Ernst & Young LLP - Ernst & Young LLP provided an unqualified opinion on the consolidated financial statements for the periods ended December 31, 2023 and 2022, and on the effectiveness of internal control over financial reporting as of December 31, 2023[195](index=195&type=chunk)[196](index=196&type=chunk)[395](index=395&type=chunk)[396](index=396&type=chunk) - Critical audit matters included revenue recognition for long-term contracts due to significant management judgment in cost and revenue estimates, and the valuation of goodwill for the Rail Technologies and Precast Concrete Products Reporting Units, which is sensitive to significant assumptions[199](index=199&type=chunk)[200](index=200&type=chunk)[203](index=203&type=chunk)[204](index=204&type=chunk) Consolidated Balance Sheet Summary (2023 vs. 2022) | Item | December 31, 2023 ($ thousands) | December 31, 2022 ($ thousands) | | :---------------------------- | :------------------------------ | :------------------------------ | | Total Current Assets | 167,990 | 205,732 | | Total Assets | 313,206 | 365,310 | | Total Current Liabilities | 95,306 | 103,111 | | Long-Term Debt | 55,171 | 91,752 | | Total Stockholders' Equity | 142,835 | 137,598 | Consolidated Statements of Operations Summary (2023 vs. 2022) | Item | Year Ended December 31, 2023 ($ thousands) | Year Ended December 31, 2022 ($ thousands) | | :---------------------------- | :----------------------------------------- | :----------------------------------------- | | Total Net Sales | 543,744 | 497,497 | | Gross Profit | 112,810 | 89,611 | | Operating Income (Loss) | 10,138 | (7,206) | | Net Income (Loss) | 1,299 | (45,677) | | Diluted Earnings (Loss) per Share | $0.13 | $(4.25) | Consolidated Statements of Cash Flows Summary (2023 vs. 2022) | Item | Year Ended December 31, 2023 ($ thousands) | Year Ended December 31, 2022 ($ thousands) | | :-------------------------------------- | :----------------------------------------- | :----------------------------------------- | | Net cash provided by (used in) operating activities | 37,376 | (10,576) | | Net cash provided by (used in) investing activities | 2,066 | (56,418) | | Net cash (used in) provided by financing activities | (39,296) | 60,240 | | Net decrease in cash and cash equivalents | (322) | (7,490) | [Report of Independent Registered Public Accounting Firm](index=43&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) [Consolidated Balance Sheets](index=45&type=section&id=Consolidated%20Balance%20Sheets) [Consolidated Statements of Operations](index=47&type=section&id=Consolidated%20Statements%20of%20Operations) [Consolidated Statements of Comprehensive Income (Loss)](index=48&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) [Consolidated Statements of Cash Flows](index=49&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) [Consolidated Statements of Stockholders' Equity](index=51&type=section&id=Consolidated%20Statements%20of%20Stockholders'%20Equity) [Notes to Consolidated Financial Statements](index=53&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=92&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reported no changes in or disagreements with accountants on accounting and financial disclosure - There were no changes in and disagreements with accountants on accounting and financial disclosure[387](index=387&type=chunk) [Controls and Procedures](index=92&type=section&id=Item%209A.%20Controls%20and%20Procedures) L.B. Foster Company's management, including the CEO and CFO, concluded that the company's disclosure controls and procedures and internal control over financial reporting were effective as of December 31, 2023 - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of December 31, 2023[388](index=388&type=chunk) - Management assessed and concluded that the company maintained effective internal control over financial reporting as of December 31, 2023, based on the COSO framework, including the integration of VanHooseCo and Skratch acquisitions[389](index=389&type=chunk)[390](index=390&type=chunk) - Ernst & Young LLP issued an unqualified attestation report on the company's internal control over financial reporting[392](index=392&type=chunk)[395](index=395&type=chunk) [Evaluation of Disclosure Controls and Procedures](index=92&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) [Managements' Report on Internal Control Over Financial Reporting](index=92&type=section&id=Managements'%20Report%20on%20Internal%20Control%20Over%20Financial%20Reporting) [Report of Independent Registered Public Accounting Firm](index=94&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) [Other Information](index=95&type=section&id=Item%209B.%20Other%20Information) The company reported no other information required by this item - No other information is reported under this item[403](index=403&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=95&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - This item is not applicable (N/A)[404](index=404&type=chunk) PART III [Directors, Executive Officers, and Corporate Governance](index=95&type=section&id=Item%2010.%20Directors,%20Executive%20Officers,%20and%20Corporate%20Governance) Information on directors, executive officers, corporate governance, Section 16(a) compliance, Code of Ethics, and the audit committee is incorporated by reference from the 2024 Proxy Statement - Information on directors, executive officers, corporate governance, Section 16(a) compliance, Code of Ethics, and the audit committee is incorporated by reference from the 2024 Proxy Statement and Part I of this Form 10-K[405](index=405&type=chunk)[406](index=406&type=chunk)[407](index=407&type=chunk) [Executive Compensation](index=95&type=section&id=Item%2011.%20Executive%20Compensation) Information concerning executive compensation, including director compensation, summary compensation tables, plan-based awards, outstanding equity awards, and related committee reports, is incorporated by reference from the company's 2024 Proxy Statement - Information regarding executive compensation is incorporated by reference from the 2024 Proxy Statement, covering director compensation, summary compensation, plan-based awards, outstanding equity, and compensation committee reports[407](index=407&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=95&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information on security ownership and equity compensation plans is incorporated by reference from the Proxy Statement, detailing restricted stock and performance unit awards to employees and directors - Information on beneficial ownership is incorporated by reference from the Proxy Statement[411](index=411&type=chunk) - The company grants restricted stock and performance unit awards to key employees and directors under the Omnibus Plan and Equity and Incentive Plan, with vesting periods and performance conditions[408](index=408&type=chunk)[409](index=409&type=chunk) - In 2023 and 2022, the company withheld **24,886** and **27,636 shares**, respectively, for tax withholding obligations related to restricted stock, valued at **$315 (thousand)** and **$410 (thousand)**[410](index=410&type=chunk) - As of December 31, 2023, approximately **12,000 deferred share units** were allotted to non-employee directors under the Deferred Compensation Plan[408](index=408&type=chunk) [Equity Compensation Plans](index=95&type=section&id=Equity%20Compensation%20Plans) [Certain Relationships and Related Transactions, and Director Independence](index=96&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions,%20and%20Director%20Independence) Information regarding transactions with related persons and director independence is incorporated by reference from the company's 2024 Proxy Statement - Information on related party transactions and director independence is incorporated by reference from the Proxy Statement[411](index=411&type=chunk) [Principal Accounting Fees and Services](index=96&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information regarding principal accountant fees and services is incorporated by reference from the company's 2024 Proxy Statement - Information on principal accountant fees and services is incorporated by reference from the Proxy Statement[412](index=412&type=chunk) PART IV [Exhibits and Financial Statement Schedules](index=97&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the financial statements, supplementary data, and exhibits filed as part of the Annual Report on Form 10-K, including audited consolidated financial statements and Schedule II - This item includes the Reports of Independent Registered Public Accounting Firm, consolidated financial statements (Balance Sheets, Statements of Operations, Comprehensive Income (Loss), Cash Flows, Stockholders' Equity), and Notes to Consolidated Financial Statements[414](index=414&type=chunk)[415](index=415&type=chunk) - Schedule II – Valuation and Qualifying Accounts is provided for the years ended December 31, 2023 and 2022, detailing changes in allowance for credit losses and valuation allowance for deferred tax assets[415](index=415&type=chunk)[417](index=417&type=chunk)[418](index=418&type=chunk)[419](index=419&type=chunk) - An Index to Exhibits is included, listing various agreements, plans, and certifications incorporated by reference or filed herewith[416](index=416&type=chunk)[421](index=421&type=chunk) [Form 10-K Summary](index=97&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company has elected not to include a summary of information required by the Annual Report on Form 10-K under this item - The company has elected not to include a summary of information required by the Annual Report on Form 10-K[420](index=420&type=chunk)