L.B. Foster Files 10-K/A Amendment

TL;DR

LBFO filed a 10-K/A amendment for FY23, fixing some details.

AI Summary

L.B. Foster Company filed an Amendment No. 1 on Form 10-K/A on November 1, 2024, to restate certain items in their original Form 10-K filed on March 6, 2024, for the fiscal year ended December 31, 2023. The amendment addresses specific financial reporting details without altering the core financial statements.

Why It Matters

This filing indicates a correction or clarification to the company's previously submitted annual report, ensuring the accuracy of financial disclosures for investors.

Risk Assessment

Risk Level: low — This is an amendment to a previous filing, typically for minor corrections or clarifications, not indicating new material risks.

Key Players & Entities

• FOSTER L B CO (company) — Filer
• L.B. Foster (company) — Company Name
• March 6, 2024 (date) — Original Form 10-K Filing Date
• November 1, 2024 (date) — Amendment Filing Date
• December 31, 2023 (date) — Fiscal Year End

FAQ

Key Financial Figures

• $0.01 — ich Registered Common Stock, Par Value $0.01 FSTR Nasdaq Global Select Market Secu

Filing Documents

• fstr-20231231.htm (10-K/A) — 2365KB
• a202310kaex-41.htm (EX-4.1) — 20KB
• a202310kaex-21.htm (EX-21) — 11KB
• a202310kaex-23.htm (EX-23) — 8KB
• a202310kaex-311.htm (EX-31.1) — 11KB
• a202310kaex-312.htm (EX-31.2) — 12KB
• a202310kaex-320.htm (EX-32.0) — 8KB
• a202310kaex-97.htm (EX-97) — 31KB
• fstr-20231231_g1.gif (GRAPHIC) — 39KB
• 0000352825-24-000206.txt ( ) — 14885KB
• fstr-20231231.xsd (EX-101.SCH) — 82KB
• fstr-20231231_cal.xml (EX-101.CAL) — 151KB
• fstr-20231231_def.xml (EX-101.DEF) — 547KB
• fstr-20231231_lab.xml (EX-101.LAB) — 975KB
• fstr-20231231_pre.xml (EX-101.PRE) — 868KB
• fstr-20231231_htm.xml (XML) — 2652KB

Forward-Looking Statements

Forward-Looking Statements Part 1 - Item 1A. Risk Factors

- Item 5. Issuer Purchases of Equity Securities

Part II - Item 5. Issuer Purchases of Equity Securities

- Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

- Item 8. Financial Statements and Supplemental Data

Part II - Item 8. Financial Statements and Supplemental Data

, Item 9A. Controls and Procedures; and

Part II, Item 9A. Controls and Procedures; and

- Item 15. Exhibits

Part IV - Item 15. Exhibits. In addition, in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Amended Form 10-K includes updated certifications executed by the Company's chief executive officer and chief financial officer as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, dated as of the filing date of this Amended Form 10-K. The updated certifications are included hereto as Exhibits 31.1, 31.2, and 32.0. Pursuant to Rule 12b-15, this Amended Form 10-K sets forth the complete text of each item listed above, as amended. Except for such items, this Amended Form 10-K does not amend, update, or change any other items or disclosures in the Original Form 10-K and continues to describe the conditions as of the date of the Original Form 10-K. As such, except as set forth herein, we have not updated or modified the disclosures contained in the Original Form 10-K to reflect any events that have occurred after the Original Form 10-K. TABLE OF CONTENTS PART I

Risk Factors

Item 1A. Risk Factors 9

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments 16 Item 1C. Cybersecurity 16

Properties

Item 2. Properties 18

Legal Proceedings

Item 3. Legal Proceedings 19

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 19 PART II

Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities 20

Reserved

Item 6. Reserved 20

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 21

Quantitative and Qualitative Disclosures About Market Risk

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 30

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data 31

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 69

Controls and Procedures

Item 9A. Controls and Procedures 69

Other Information

Item 9B. Other Information 72

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 72 PART III

Directors, Executive Officers, and Corporate Governance

Item 10. Directors, Executive Officers, and Corporate Governance 72

Executive Compensation

Item 11. Executive Compensation 72

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 72

Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence 73

Principal Accounting Fees and Services

Item 14. Principal Accounting Fees and Services 73 PART IV

Exhibits and Financial Statement Schedules

Item 15. Exhibits and Financial Statement Schedules 74

Form 10-K Summary

Item 16. Form 10-K Summary 74

Signatures

Signatures 78 2 Table of Contents

Forward-Looking Statements

Forward-Looking Statements This Annual Report on Form 10-K/A contains "forward-looking" statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Many of the forward-looking statements are located in "Management's Discussion and Analysis of Financial Condition and Results of Operations." Forward-looking statements include any statement that does not directly relate to any historical or current fact. Sentences containing words such as "believe," "intend," "plan," "may," "expect," "should," "could," "anticipate," "estimate," "predict," "project," or their negatives, or other similar expressions of a future or forward-looking nature generally should be considered forward-looking statements. Forward-looking statements in this Annual Report on Form 10-K/A are based on management's current expectations and assumptions about future events that involve inherent risks and uncertainties and may concern, among other things, the Company's expectations relating to our strategy, goals, projections, and plans regarding our financial position, liquidity, capital resources, and results of operations and decisions regarding our strategic growth initiatives, market position, and product development. While the Company considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory, and other risks and uncertainties, most of which are difficult to predict and many of which are beyond the Company's control. The Company cautions readers that various factors could cause the actual results of the Company to differ materially from those indicated by forward-looking statements. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Among the factors that could cause the actual results to differ materially from those indicated in the forward-lookin

BUSINESS

ITEM 1. BUSINESS Summary Description of Businesses Founded in 1902, L.B. Foster Company is a Pennsylvania corporation with its principal office in Pittsburgh, PA. L.B. Foster Company is a global technology solutions provider of engineered, manufactured products and services that builds and supports infrastructure. The Company's innovative engineering and product development solutions address the safety, reliability, and performance needs of its customers' most challenging requirements. The Company maintains locations in North America, South America, Europe, and Asia. As used herein, "L.B. Foster," the "Company," "we," "us," and "our" or similar references refer collectively to L.B. Foster Company and its subsidiaries, unless the context indicates otherwise. Business Segments The Company has historically operated under three reporting segments: (1) Rail, Technologies, and Services, (2) Precast Concrete Products, and (3) Steel Products and Measurement. During 2023, the Company made certain organizational changes, which included the appointment of an executive leader for the Infrastructure Solutions business. The Infrastructure Solutions business comprises both the historic Precast Concrete Products and Steel Products and Measurement (since renamed "Steel Products") reporting segments. After evaluation of the organizational change along with the acquisitions and divestitures that the Company completed, the Company concluded that, beginning in the fourth quarter of 2023, it will operate under two reporting segments, and has restated segment information for the historical periods presented herein to conform to the current presentation. Accordingly, the Company now operates in two reporting segments: (1) Rail, Technologies, and Services ("Rail") and (2) Infrastructure Solutions ("Infrastructure"). The Company's reportable operating segments have been determined in accordance with the Company's internal management structure, which is organized based on operating activ

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