| --- | --- | --- | --- | --- | --- | |-------|-------|-------|-------|---------------------------------|-----------------------------------------------------------------------------------------| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Lytham October 6, 2021 | L.B. Foster Presentation Partners Fall 2021 Investor Conference | | | | | | John Kasel – Bill Thalman – | President and Chief Executive Officer Senior Vice President and Chief Financial Officer | Safe Harbor Disclaimer Safe H ...

Transaction Overview - L B Foster sold its Steel Piling business to an unaffiliated buyer effective September 24, 2021[5] - The company expects to realize proceeds of approximately $24 million from the sale[5] - The sale proceeds of $24 million imply an Adjusted EBITDA multiple of approximately 8x[18] Financial Performance of Steel Piling - For the six months ended June 30, 2021, Steel Piling's sales were $42 9 million, compared to $31 1 million for the same period in 2020[15] - Gross profit margin for the six months ended June 30, 2021, was 7 5%, compared to 10 3% for the same period in 2020[15] - Adjusted EBITDA for the six months ended June 30, 2021, was $1 4 million, compared to $0 6 million for the same period in 2020[15] - Average trade working capital as a percentage of sales was 35 9% for the six months ended June 30, 2021, compared to 54 2% for the same period in 2020[15] Rationale for the Sale - Steel Piling is a commodity-driven business that does not align with the company's focus on providing unique, innovative solutions[5] - The business had a disproportionate level of working capital in relation to sales and profitability[13] - Slow inventory turns drove poor Return on Invested Capital (ROIC) well below corporate targets[13]

Financial Data and Key Metrics Changes - Second quarter sales were $154.5 million, up $38.4 million or 33% from Q1 and up $13 million or 9.2% year-over-year [21] - Q2 gross profit decreased by $2 million, with a gross profit margin of 16.9%, a 290 basis point decrease from the previous year [21] - Net income from continuing operations was $2.9 million or $0.27 per diluted share, compared to $7 million or $0.66 per diluted share last year [22] - Adjusted EBITDA totaled $8.3 million, a decrease of $4.6 million compared to last year [22] Business Line Data and Key Metrics Changes - Rail segment revenue increased by $13.8 million year-over-year, driven by new rail deliveries and improved European operations [23] - Infrastructure Solutions revenue decreased by $900,000, primarily due to the Coatings and Measurement business facing challenges in the midstream energy market [24] - Precast concrete and fabricated steel businesses saw significant revenue increases, with precast concrete business at near-record levels, up 33% year-over-year [13][24] Market Data and Key Metrics Changes - Total company backlog declined by $19 million during the quarter, finishing at $253 million, which is 12% above last year [13] - The backlog for precast concrete business is at near-record levels, while the Coatings and Measurement business backlog has more than doubled since December [14][34] - The consolidated backlog stood at $253.2 million at the end of Q2, an increase of $28 million or 12.4% compared to a year ago [34] Company Strategy and Development Direction - The company is focusing on directing capital towards top priorities in attractive markets, particularly in infrastructure solutions [11] - There is an ongoing assessment of opportunities for bolt-on acquisitions in Rail Technologies and precast concrete, with a focus on core business areas [31][59] - The company is also exploring diversification into water infrastructure, moving away from energy-focused markets [53] Management's Comments on Operating Environment and Future Outlook - The company anticipates continued recovery from the pandemic, with expectations for infrastructure investment trends to benefit precast concrete and fabricated steel businesses [36] - Management remains cautious about the Coatings and Measurement business due to ongoing challenges in the midstream energy market [36] - The outlook for cash flow remains strong, with expected tax refunds and disciplined working capital management [37] Other Important Information - The company has a strong balance sheet, with net debt at $33 million, down from $48.2 million a year ago [29] - Selling and administrative expenses increased year-over-year by $900,000, primarily due to higher professional fees related to a strategic review [22] - The company is facing inflationary pressures, particularly in materials for bridge products, and is taking pricing actions to mitigate these impacts [17] Q&A Session Summary Question: Plans to expand capacity in precast concrete business - The company is exploring efforts to set up satellite facilities and investing in the Texas facility to support volume [40][41] Question: Expectations for gross margins in the second half of the year - Management indicated that the weakness in the Coatings and Measurement business is the primary driver affecting overall gross margins, but improvements in other areas may offset some challenges [42][43] Question: Status of the Cross London project team members - The project team is currently at about 75% capacity and is expected to reach 100% by Q3 [44] Question: Impact of the delta variant on operations - There have been no operational impacts from the delta variant, and the company is managing the pandemic's effects effectively [46] Question: Future of the Coatings and Measurement business - The company sees potential in certain parts of the Coatings and Measurement business but is cautious about significant improvements in the near term [47][48] Question: Consideration of share buybacks or dividends - The company is actively discussing capital allocation and may consider share buybacks or dividends as part of its overall capital structure strategy [56][57] Question: Focus areas for potential M&A - The company is focusing on core areas such as rail technologies and precast concrete for potential acquisitions [58][59]

[PART I. Financial Information](index=4&type=section&id=PART%20I%2E%20Financial%20Information) This section provides the unaudited condensed consolidated financial statements of L.B. Foster Company for the period ending June 30, 2021, along with management's discussion and analysis of financial condition and results of operations [Item 1. Financial Statements](index=4&type=section&id=Item%201%2E%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for L.B. Foster Company as of June 30, 2021, and for the three and six-month periods then ended, including balance sheets, statements of operations, comprehensive income, cash flows, and stockholders' equity, along with detailed notes explaining the basis of presentation and significant accounting policies [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2021, total assets increased to $379.9 million from $370.4 million at year-end 2020, driven by higher accounts receivable and deferred revenue, while total liabilities also increased, primarily due to a rise in accounts payable and deferred revenue, and stockholders' equity saw a slight increase to $180.9 million Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2021 | December 31, 2020 | | :--- | :--- | :--- | | **Total current assets** | $210,469 | $195,319 | | **Total assets** | $379,941 | $370,395 | | **Total current liabilities** | $111,962 | $95,302 | | **Long-term debt** | $37,121 | $44,905 | | **Total liabilities** | $199,049 | $193,565 | | **Total stockholders' equity** | $180,892 | $176,830 | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the second quarter of 2021, total net sales increased to $154.5 million from $141.6 million year-over-year, but gross profit declined to $26.2 million from $28.1 million, with net income attributable to the company at $2.9 million, or $0.27 per diluted share, compared to $0.5 million, or $0.05 per diluted share, in Q2 2020, where the prior year's net income was significantly impacted by a large loss from discontinued operations Q2 and H1 2021 vs 2020 Performance (in thousands, except per share data) | Metric | Q2 2021 | Q2 2020 | H1 2021 | H1 2020 | | :--- | :--- | :--- | :--- | :--- | | **Total net sales** | $154,522 | $141,563 | $270,602 | $263,470 | | **Gross profit** | $26,161 | $28,138 | $44,991 | $51,260 | | **Income from continuing operations** | $2,854 | $6,970 | $1,584 | $6,965 | | **Net income (loss) attributable to L.B. Foster** | $2,876 | $523 | $1,618 | $(1,343) | | **Diluted EPS from continuing operations** | $0.27 | $0.66 | $0.15 | $0.66 | | **Diluted EPS (total)** | $0.27 | $0.05 | $0.15 | $(0.13) | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2021, net cash provided by continuing operating activities was $6.8 million, a decrease from $8.1 million in the prior-year period, while net cash used in investing activities decreased significantly to $2.2 million from $5.7 million, mainly due to lower capital expenditures, and net cash used in financing activities increased to $7.9 million, driven by debt repayments Six Months Ended June 30 Cash Flow Summary (in thousands) | Cash Flow Activity | 2021 | 2020 | | :--- | :--- | :--- | | **Net cash provided by continuing operating activities** | $6,842 | $8,122 | | **Net cash used in continuing investing activities** | $(2,248) | $(5,700) | | **Net cash used in continuing financing activities** | $(7,918) | $(4,675) | | **Net decrease in cash and cash equivalents** | $(3,424) | $(6,791) | | **Cash and cash equivalents at end of period** | $4,140 | $7,387 | [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes provide detailed explanations of the company's accounting policies and financial results, covering topics such as the reclassification of business segments, the sale of the Test and Inspection Services business, revenue recognition, goodwill and intangible assets, debt structure, and contingent liabilities related to a UPRR settlement and environmental matters - The company now operates under two segments: **Rail Technologies and Services**, and **Infrastructure Solutions**, following operational changes implemented in Q4 2020[25](index=25&type=chunk) - On September 4, 2020, the company completed the sale of its upstream oil and gas test and inspection business, which is now reported as a **discontinued operation**[32](index=32&type=chunk) - As of June 30, 2021, the company had approximately **$253.2 million in backlog** (remaining performance obligations)[40](index=40&type=chunk) - The company is making installment payments totaling **$50 million through December 2024** to resolve litigation with Union Pacific Railroad (UPRR) regarding concrete ties[88](index=88&type=chunk)[89](index=89&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=26&type=section&id=Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations%20%28MD%26A%29) Management discusses the financial results for the second quarter and first half of 2021, highlighting a 9.2% Q2 2021 revenue increase driven by the Rail segment, but a 7.0% decline in gross profit due to weakness in the Infrastructure Solutions segment, particularly the midstream energy-focused Coatings and Measurement business, while expressing optimism for second-half revenue growth despite commodity price inflation and a weak midstream market, with sufficient liquidity from $77.5 million available under the revolving credit facility [Results of the Quarter (Q2 2021 vs. Q2 2020)](index=30&type=section&id=Results%20of%20the%20Quarter%20%28Q2%202021%20vs%2E%20Q2%202020%29) In Q2 2021, net sales rose 9.2% to $154.5 million, driven by an 18.5% increase in the Rail Technologies and Services segment, but consolidated gross profit fell 7.0% to $26.2 million, with the gross margin contracting by 300 basis points to 16.9%, primarily due to a 27.6% drop in gross profit from the Infrastructure Solutions segment, impacted by weakness in the midstream energy market, leading to a decrease in net income from continuing operations to $2.9 million from $7.0 million in the prior-year quarter Q2 2021 vs Q2 2020 Performance Summary (in thousands) | Metric | Q2 2021 | Q2 2020 | % Change | | :--- | :--- | :--- | :--- | | **Total Net Sales** | $154,522 | $141,563 | 9.2% | | Rail Technologies and Services Sales | $88,782 | $74,939 | 18.5% | | Infrastructure Solutions Sales | $65,740 | $66,624 | (1.3)% | | **Total Gross Profit** | $26,161 | $28,138 | (7.0)% | | **Gross Profit Margin** | 16.9% | 19.9% | -300 bps | | **Income from Continuing Operations** | $2,854 | $6,970 | (59.1)% | - The increase in Rail segment sales was driven by a significant rise in **new rail sales** and increased service revenue in European operations as pandemic restrictions eased[116](index=116&type=chunk) - The decline in Infrastructure Solutions was wholly attributable to the **Coatings and Measurement business unit** due to unfavorable conditions in the midstream energy market[120](index=120&type=chunk) [Six Month Results (H1 2021 vs. H1 2020)](index=33&type=section&id=Six%20Month%20Results%20%28H1%202021%20vs%2E%20H1%202020%29) For the first six months of 2021, net sales increased 2.7% to $270.6 million, led by a 6.8% rise in the Rail segment, but gross profit declined 12.2% to $45.0 million, with the gross margin falling 290 basis points to 16.6%, again due to weakness in the Infrastructure Solutions segment, while selling and administrative expenses decreased by 3.6%, and net income from continuing operations was $1.6 million, a significant drop from $7.0 million in the first half of 2020 H1 2021 vs H1 2020 Performance Summary (in thousands) | Metric | H1 2021 | H1 2020 | % Change | | :--- | :--- | :--- | :--- | | **Total Net Sales** | $270,602 | $263,470 | 2.7% | | Rail Technologies and Services Sales | $155,014 | $145,143 | 6.8% | | Infrastructure Solutions Sales | $115,588 | $118,327 | (2.3)% | | **Total Gross Profit** | $44,991 | $51,260 | (12.2)% | | **Gross Profit Margin** | 16.6% | 19.5% | -290 bps | | **Income from Continuing Operations** | $1,584 | $6,965 | (77.3)% | [Liquidity and Capital Resources](index=35&type=section&id=Liquidity%20and%20Capital%20Resources) The company's primary liquidity sources are cash from operations and its revolving credit facility, with total debt at $37.2 million and $77.5 million of net available borrowing capacity as of June 30, 2021, and cash provided by continuing operations for the first six months at $6.8 million, indicating sufficient liquidity to operate the business and service its debt Available Funding Capacity as of June 30, 2021 (in thousands) | Source | Amount | | :--- | :--- | | Cash and cash equivalents | $4,140 | | Net availability under the revolving credit facility | $77,478 | | **Total available funding capacity** | **$81,618** | - Total debt decreased from **$45.0 million** at year-end 2020 to **$37.2 million** as of June 30, 2021[141](index=141&type=chunk) - Capital expenditures for the first six months of 2021 were **$2.2 million**, significantly lower than the **$5.7 million** spent in the same period of 2020[146](index=146&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=37&type=page&id=Item%203%2E%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This item is not applicable as L.B. Foster Company is classified as a smaller reporting company - The company states that this item is **not applicable** to a smaller reporting company[153](index=153&type=chunk) [Item 4. Controls and Procedures](index=37&type=page&id=Item%204%2E%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures as of June 30, 2021, and concluded they were effective, with no material changes to the company's internal control over financial reporting during the period - Based on an evaluation as of June 30, 2021, the CEO and CFO concluded that the company's **disclosure controls and procedures were effective**[154](index=154&type=chunk) - No changes occurred during the six months ended June 30, 2021, that have materially affected, or are reasonably likely to materially affect, the company's **internal control over financial reporting**[155](index=155&type=chunk) [PART II. Other Information](index=38&type=section&id=PART%20II%2E%20Other%20Information) This section provides additional information, including details on legal proceedings, risk factors, unregistered sales of equity securities, and a list of exhibits filed with the Form 10-Q [Item 1. Legal Proceedings](index=38&type=page&id=Item%201%2E%20Legal%20Proceedings) This section refers to Note 16 of the financial statements for information on legal proceedings, which details the UPRR settlement, product liability claims, and an environmental matter concerning the Portland Harbor Superfund Site - For details on legal proceedings, the report refers to **Note 16** of the Notes to Condensed Consolidated Financial Statements[158](index=158&type=chunk) [Item 1A. Risk Factors](index=38&type=page&id=Item%201A%2E%20Risk%20Factors) This item is not applicable as L.B. Foster Company is classified as a smaller reporting company - The company states that this item is **not applicable** to a smaller reporting company[159](index=159&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=38&type=page&id=Item%202%2E%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no purchases of its equity securities during the three months ended June 30, 2021 - The company made **no purchases of its equity securities** for the three months ended June 30, 2021[160](index=160&type=chunk) [Item 6. Exhibits](index=39&type=page&id=Item%206%2E%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including a retirement agreement, certifications by the CEO and CFO as required by the Sarbanes-Oxley Act, and XBRL data files - Exhibits filed include a retirement agreement for Robert P. Bauer, CEO and CFO certifications under Sections 302 and 906 of the Sarbanes-Oxley Act, and **XBRL interactive data files**[164](index=164&type=chunk)

Company Overview - L.B. Foster's 2020 net sales were $497 million, with $398.3 million from the United States, $44.6 million from the United Kingdom, $34.5 million from Canada, and $20.0 million from other regions[6,8] - The company's Q1 2021 revenue was $116.1 million, with an adjusted EBITDA of $2.7 million and a backlog of $271.9 million[8] - New orders in Q1 2021 reached $135.6 million[8] - Adjusted earnings per diluted share for 2020 were $0.981[7] Segment Performance - Rail Technologies and Services accounted for 56% ($276 million) of the company's revenue as of December 31, 2020, while Infrastructure Solutions contributed 44% ($221 million)[14] - Rail Technologies and Services Q1 2021 revenue was $66 million, and Infrastructure Solutions revenue was $50 million[20] - Rail Technologies and Services new orders for Q1 2021 were $62.9 million, a 16.5% decrease year-over-year, while Infrastructure Solutions new orders were $66.9 million, a 20.7% increase[73] Financial Highlights - The company's adjusted net leverage ratio as of Q1 2021 was 1.1x[12] - Free cash flow for the trailing twelve months (TTM) ending March 31, 2021, was $25.4 million, resulting in a 13.4% free cash flow yield[42] - Net debt decreased by $5.6 million in Q1 2021 to $31.8 million[47] - Sales decreased by 4.8% from $121.9 million to $116.1 million in Q1 2021 compared to Q1 2020[36]

Financial Performance - Q1 2021 revenue was $116.1 million, a decrease of $5.8 million or 4.8% compared to Q1 2020[8, 16] - Adjusted EBITDA for Q1 2021 was $2.7 million, a decrease of $2.1 million compared to the prior year quarter[8, 9, 16] - Net debt as of March 31, 2021, was approximately $31.8 million, a $26.0 million decrease from the prior year quarter[11] - Total available funding capacity as of March 31, 2021, was approximately $82.6 million, an increase of approximately $5.7 million over December 31, 2020[10] - The company's adjusted net leverage ratio was 1.1x for the twelve months ended March 31, 2021[11] - The company generated exceptional free cash flow, resulting in a 13.4% TTM free cash flow yield[30] Orders and Backlog - Backlog levels remain strong at $271.9 million, an increase of $34.7 million or 15% over the prior year quarter[8, 10, 16] - New orders for Q1 2021 were $135.6 million, an increase of $4.8 million or 3.7% compared to Q1 2020[8, 16] - The company's TTM Q1 2021 consolidated book-to-bill ratio was 1.09[10] Segment Performance - Rail Technologies and Services segment sales decreased by $4.0 million or 5.7% to $66.2 million[21] - Infrastructure Solutions segment sales decreased by $1.9 million or 3.6% to $49.8 million[21] - Infrastructure Solutions backlog increased 17% year-over-year, despite the reduction experienced in the Coatings and Measurement business unit[45]

Financial Data and Key Metrics Changes - The first quarter revenue was $116.1 million, a decrease of $5.8 million or 4.8% compared to $121.9 million in the same quarter last year [22][8] - Consolidated gross profit decreased by $4.3 million, resulting in a gross profit margin of 16.2%, down 280 basis points year-over-year [22][12] - The net loss from continuing operations was $1.3 million, or $0.12 per diluted share, compared to a negligible loss in the prior year [24] - Adjusted EBITDA totaled $2.7 million, a decrease of $2.1 million year-over-year [25] Business Line Data and Key Metrics Changes - Rail segment revenue decreased by $4 million year-over-year, primarily due to timing of deliveries and customer delays [26] - Infrastructure Solutions revenue was down $1.9 million, driven by the coatings and measurement business unit, while fabricated steel and precast concrete revenues increased significantly [28] - Despite revenue decline, rail segment gross profit increased by $300,000, resulting in a 150 basis point improvement in gross profit margin [27] Market Data and Key Metrics Changes - Consolidated orders in Q1 were $135.6 million, an increase from $130.8 million last year, driven by the infrastructure solutions segment [31] - The backlog stood at $271.9 million at the end of Q1, an increase of $34.7 million or 14.6% compared to the previous year [42] Company Strategy and Development Direction - The company is focusing on capitalizing on post-pandemic trends and the need for infrastructure investment [45] - There is an emphasis on expanding into markets beyond energy, including water infrastructure and petrochemical applications [96][97] - The company anticipates further debt reduction in 2021, supported by tax refunds and strong cash flow generation [39][40] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the second quarter, expecting a significant increase in volume due to a strong backlog and improving market conditions [18][57] - The rail industry is showing signs of recovery, with increasing passenger and freight traffic [15][48] - The coatings and measurement business is expected to remain weak, but there are signs of potential recovery in the energy pipeline sector [54][55] Other Important Information - The company generated strong operating cash flow of $7.6 million, a $12.5 million increase year-over-year [33] - Total available funding capacity was $82.6 million at quarter-end, with net debt reduced to $31.8 million [37] Q&A Session Summary Question: What variables will impact SG&A as revenues rebound? - Management indicated that SG&A will likely increase with a return to normalcy and business travel, but they have control over expenses [62][63] Question: Will improved confidence in backlog carry over into order activity? - Management confirmed that strong backlog and increased spending from freight rail companies suggest positive order activity in the upcoming quarters [65][66] Question: What is the sequence of the tax refund process? - The tax refund is expected to be received in portions, with half anticipated in Q2 and the remainder by early Q4, depending on IRS processing [75][76] Question: How are rising raw material costs affecting the company? - Management noted that while steel prices are rising, they do not expect significant margin compression due to effective management of input costs [81][82]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2021 Or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-10436 L.B. Foster Company (Exact name of registrant as specified in its charter) Pennsylvania 25-1324733 415 Holiday Drive, Suite ...

LBFoster. Q4 2020 Earnings Presentation March 2, 2021 Bob Bauer – President and Chief Executive Officer Jim Kempton – Controller and Principal Accounting Officer Safe Harbor Statement This presentation may contain "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. Forward-looking statements provide management's current expectations of future events based on certain assumptions and inclu ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 0-10436 FORM 10-K (Mark One) L.B. FOSTER COMPANY (Exact name of registrant as specified in its charter) Pennsylvania 25-1324733 For the fiscal year ended December 31, 2020 Or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to None Indicate by check mark if ...