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,~~September 30, 2021


☐			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
(State of Incorporation)						(I. R. S. Employer Identification No.)


415 Holiday Drive, Suite 100, Pittsburgh, Pennsylvania						15220
(Address of principal executive offices)						(Zip Code)

(412) 928-3400

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01

FSTR

NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐

Accelerated filer ☒

Non-accelerated filer ☐

Smaller reporting company ☒

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~April 28,~~October 27, 2021, there were ~~10,805,003~~10,834,105 shares of the registrant’s common stock, par value $0.01 per share, outstanding.

L.B. FOSTER COMPANY AND SUBSIDIARIES

INDEX


			Page
PART I. Financial Information

Item 1. Financial Statements:

Condensed Consolidated Balance Sheets			3

Condensed Consolidated Statements of Operations			4

Condensed Consolidated Statements of Comprehensive ~~Loss~~Income			5

Condensed Consolidated Statements of Cash Flows			6

Condensed Consolidated Statements of Stockholders’ Equity			7

Notes to Condensed Consolidated Financial Statements			910

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			2325

Item 3. Quantitative and Qualitative Disclosures about Market Risk			3035

Item 4. Controls and Procedures			3035

PART II. Other Information			3036

Item 1. Legal Proceedings			3137

Item 1A. Risk Factors			3137

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			3137

Item 3. Defaults Upon Senior Securities			37

Item 4. Mine Safety Disclosures			3137

Item 5. Other Information			37

Item 6. Exhibits			3238

Signature			3339

Table of Contents

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

L.B. FOSTER COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

March 31,
2021 December 31,
2020
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 5,015 $ 7,564
Accounts receivable - net (Note 6) 65,660 58,298
Inventories - net (Note 7) 117,378 116,460
Other current assets 13,716 12,997
Total current assets 201,769 195,319
Property, plant, and equipment - net (Note 8) 61,583 62,085
Operating lease right-of-use assets - net (Note 9) 15,426 16,069
Other assets:
Goodwill (Note 5) 20,373 20,340
Other intangibles - net (Note 5) 35,477 36,897
Deferred tax assets (Note 12) 38,770 38,481
Other assets 1,078 1,204
TOTAL ASSETS $ 374,476 $ 370,395
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 66,398 $ 54,787
Deferred revenue 15,359 7,144
Accrued payroll and employee benefits 5,701 9,182
Current portion of accrued settlement (Note 16) 8,000 8,000
Current maturities of long-term debt (Note 10) 129 119
Other accrued liabilities 12,597 15,740
Current liabilities of discontinued operations (Note 3) 146 330
Total current liabilities 108,330 95,302
Long-term debt (Note 10) 36,664 44,905
Deferred tax liabilities (Note 12) 4,046 4,085
Long-term portion of accrued settlement (Note 16) 24,000 24,000
Long-term operating lease liabilities (Note 9) 12,938 13,516
Other long-term liabilities 11,612 11,757
Stockholders’ equity:
Common stock, par value $0.01, authorized 20,000,000 shares; shares issued at March 31, 2021 and December 31, 2020, 11,115,779; shares outstanding at March 31, 2021 and December 31, 2020, 10,607,435 and 10,563,290, respectively 111 111
Paid-in capital 43,943 44,583
Retained earnings 163,849 165,107
Treasury stock - at cost, 508,344 and 552,489 common stock shares at March 31, 2021 and December 31, 2020, respectively (11,783) (12,703)
Accumulated other comprehensive loss (19,588) (20,268)
Total L.B. Foster Company stockholders’ equity 176,532 176,830
Noncontrolling interest 354 0
Total stockholders’ equity 176,886 176,830
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 374,476 $ 370,395


	September 30, 2021		December 31, 2020
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	6,405	$	7,564
Accounts receivable - net (Note 6)	64,601		58,298
Inventories - net (Note 7)	108,895		116,460


Other current assets	14,712		12,997

Total current assets	194,613		195,319
Property, plant, and equipment - net (Note 8)	58,811		62,085
Operating lease right-of-use assets - net (Note 9)	14,403		16,069
Other assets:
Goodwill (Note 5)	20,147		20,340
Other intangibles - net (Note 5)	32,450		36,897

Deferred tax assets (Note 12)	38,043		38,481
Other assets	1,336		1,204

TOTAL ASSETS	$	359,803	$	370,395
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	53,686	$	54,787
Deferred revenue	13,154		7,144
Accrued payroll and employee benefits	10,024		9,182

Current portion of accrued settlement (Note 16)	8,000		8,000
Current maturities of long-term debt (Note 10)	111		119
Other accrued liabilities	12,963		15,740
Current liabilities of discontinued operations (Note 3)	—		330
Total current liabilities	97,938		95,302
Long-term debt (Note 10)	32,342		44,905
Deferred tax liabilities (Note 12)	3,950		4,085
Long-term portion of accrued settlement (Note 16)	20,000		24,000
Long-term operating lease liabilities (Note 9)	11,959		13,516
Other long-term liabilities	11,240		11,757

Stockholders’ equity:
Common stock, par value $0.01, authorized 20,000,000 shares; shares issued at September 30, 2021 and December 31, 2020, 11,115,779; shares outstanding at September 30, 2021 and December 31, 2020, 10,645,673 and 10,563,290, respectively	111		111
Paid-in capital	44,048		44,583
Retained earnings	169,067		165,107
Treasury stock - at cost, 470,106 and 552,489 common stock shares at September 30, 2021 and December 31, 2020, respectively	(10,917)		(12,703)
Accumulated other comprehensive loss	(20,257)		(20,268)
Total L.B. Foster Company stockholders’ equity	182,052		176,830
Noncontrolling interest	322		—
Total stockholders’ equity	182,374		176,830
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	359,803	$	370,395

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

Table of Contents

L.B. FOSTER COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share data)

Three Months Ended
March 31,
2021 2020
Sales of goods $ 100,546 $ 96,388
Sales of services 15,534 25,519
Total net sales 116,080 121,907
Cost of goods sold 84,125 80,479
Cost of services sold 13,125 18,306
Total cost of sales 97,250 98,785
Gross profit 18,830 23,122
Selling and administrative expenses 18,026 20,337
Amortization expense 1,465 1,430
Interest expense - net 871 812
Other expense - net 59 606
Loss from continuing operations before income taxes (1,591) (63)
Income tax benefit from continuing operations (321) (58)
Loss from continuing operations (1,270) (5)
Net loss attributable to noncontrolling interest (12) 0
Loss from continuing operations attributable to L.B. Foster Company (1,258) (5)
Discontinued operations:
Loss from discontinued operations before income taxes 0 (2,631)
Income tax benefit from discontinued operations 0 (770)
Loss from discontinued operations 0 (1,861)
Net loss attributable to L.B. Foster Company $ (1,258) $ (1,866)
Basic loss per common share:
From continuing operations $ (0.12) $ (0.00)
From discontinued operations 0 (0.18)
Basic loss per common share $ (0.12) $ (0.18)
Diluted loss per common share:
From continuing operations $ (0.12) $ (0.00)
From discontinued operations 0 (0.18)
Diluted loss per common share $ (0.12) $ (0.18)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020


Sales of goods	$	112,813	$	101,945	$	351,668	$	321,212
Sales of services	17,240		16,420		48,987		60,623
Total net sales	130,053		118,365		400,655		381,835
Cost of goods sold	93,521		82,881		292,733		263,537
Cost of services sold	14,256		13,423		40,655		44,977
Total cost of sales	107,777		96,304		333,388		308,514
Gross profit	22,276		22,061		67,267		73,321
Selling and administrative expenses	20,056		17,066		57,849		56,273
Amortization expense	1,462		1,428		4,397		4,271

Interest expense - net	722		940		2,454		2,841


Other income - net	(2,880)		(209)		(2,751)		(1,909)

Income from continuing operations before income taxes	2,916		2,836		5,318		11,845
Income tax expense (benefit) from continuing operations	676		(13,742)		1,494		(11,698)
Income from continuing operations	2,240		16,578		3,824		23,543
Net loss attributable to noncontrolling interest	(30)		—		(64)		—
Income from continuing operations attributable to L.B. Foster Company	2,270		16,578		3,888		23,543
Discontinued operations:
Income (loss) from discontinued operations before income taxes	72		(13,478)		72		(23,565)
Income tax benefit from discontinued operations	—		(3,730)		—		(5,509)
Income (loss) from discontinued operations	72		(9,748)		72		(18,056)
Net income attributable to L.B. Foster Company	$	2,342	$	6,830	$	3,960	$	5,487
Basic income (loss) per common share:
From continuing operations	$	0.21	$	1.57	$	0.36	$	2.24
From discontinued operations	0.01		(0.92)		0.01		(1.72)
Basic income per common share	$	0.22	$	0.65	$	0.37	$	0.52
Diluted income (loss) per common share:
From continuing operations	$	0.21	$	1.56	$	0.36	$	2.21
From discontinued operations	0.01		(0.92)		0.01		(1.69)
Diluted income per common share	$	0.22	$	0.64	$	0.37	$	0.52

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

Table of Contents

L.B. FOSTER COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE ~~LOSS~~INCOME

(Unaudited)

(In thousands)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020


Net income	$	2,312	$	6,830	$	3,896	$	5,487
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment	(1,610)		1,818		(649)		(1,708)
Unrealized loss on cash flow hedges, net of tax benefit of $11, $0, $11, and $277, respectively	(33)		—		(33)		(809)
Cash flow hedges reclassified to earnings, net of tax expense of $99, $98, $295, and $98, respectively	136		137		409		137
Reclassification of pension liability adjustments to earnings, net of tax expense of $23, $15, $71, and $46, respectively*	92		66		274		200
Total comprehensive income	897		8,851		3,897		3,307
Less comprehensive loss attributable to noncontrolling interest:
Net loss attributable to noncontrolling interest	(30)		—		(64)		—
Foreign currency translation adjustment	(31)		—		(10)		—
Amounts attributable to noncontrolling interest	(61)		—		(74)		—
Comprehensive income attributable to L.B. Foster Company	$	958	$	8,851	$	3,971	$	3,307

Three Months Ended
March 31,
2021 2020
Net loss $ (1,270) $ (1,866)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment 453 (3,707)
Unrealized loss on cash flow hedges, net of tax benefit of $0 and $296, respectively 0 (864)
Cash flow hedges reclassified to earnings, net of tax expense of $98 and $0, respectively 136 0
Reclassification of pension liability adjustments to earnings, net of tax expense of $24 and $24, respectively* 91 58
Total comprehensive loss (590) (6,379)
Less comprehensive loss attributable to noncontrolling interest:
Net loss attributable to noncontrolling interest (12) 0
Foreign currency translation adjustment (30) 0
Amounts attributable to noncontrolling interest (42) 0
Comprehensive loss attributable to L.B. Foster Company $ (548) $ (6,379)


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

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

Table of Contents

L.B. FOSTER COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

Three Months Ended
March 31,
2021 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss from continuing operations $ (1,270) $ (5)
Adjustments to reconcile net loss from continuing operations to cash provided by (used in) operating activities:
Deferred income taxes (712) 712
Depreciation 1,990 1,935
Amortization 1,465 1,430
Loss on sales and disposals of property, plant, and equipment 10 0
Stock-based compensation 827 680
Change in operating assets and liabilities:
Accounts receivable (7,213) (1,221)
Inventories (429) 3,611
Other current assets (1,360) (3,921)
Prepaid income tax 768 (2,258)
Other noncurrent assets 451 (4,939)
Accounts payable 11,435 1,080
Deferred revenue 8,152 2,262
Accrued payroll and employee benefits (3,495) (5,678)
Other current liabilities (2,384) (3,094)
Other long-term liabilities (621) 4,504
Net cash provided by (used in) continuing operating activities 7,614 (4,902)
Net cash used in discontinued operating activities (184) (1,988)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the sale of property, plant, and equipment 0 1
Capital expenditures on property, plant, and equipment (1,327) (2,806)
Net cash used in continuing investing activities (1,327) (2,805)
Net cash used in discontinued investing activities 0 (1,638)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of debt (43,321) (39,345)
Proceeds from debt 35,026 45,362
Treasury stock acquisitions (547) (1,657)
Investment of noncontrolling interest 396 0
Net cash (used in) provided by continuing financing activities (8,446) 4,360
Net cash used in discontinued financing activities 0 (15)
Effect of exchange rate changes on cash and cash equivalents (206) (772)
Net decrease in cash and cash equivalents (2,549) (7,760)
Cash and cash equivalents at beginning of period 7,564 14,178
Cash and cash equivalents at end of period $ 5,015 $ 6,418
Supplemental disclosure of cash flow information:
Interest paid $ 653 $ 807
Income taxes paid $ 46�� $ 1,173


	Nine Months Ended September 30,
	2021		2020


CASH FLOWS FROM OPERATING ACTIVITIES:
Net income from continuing operations	$	3,824	$	23,543
Adjustments to reconcile net income from continuing operations to cash provided by (used in) operating activities:
Deferred income taxes	526		(8,653)
Depreciation	6,049		5,838
Amortization	4,397		4,271

Equity in income of nonconsolidated investments	(5)		—
Loss on sales and disposals of property, plant, and equipment	30		—
Stock-based compensation	1,800		1,842
Gain on asset divestiture	(2,741)		—


Change in operating assets and liabilities:
Accounts receivable	(6,384)		12,099
Inventories	(12,665)		529
Other current assets	(1,245)		(1,527)
Prepaid income tax	776		(9,241)
Other noncurrent assets	2,063		(3,393)

Accounts payable	(892)		(3,739)
Deferred revenue	6,046		(575)
Accrued payroll and employee benefits	852		(4,012)
Accrued settlement	(4,000)		(4,000)
Other current liabilities	(3,461)		(106)
Other long-term liabilities	(1,780)		3,325
Net cash (used in) provided by continuing operating activities	(6,810)		16,201
Net cash used in discontinued operating activities	(253)		(2,921)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the sale of property, plant, and equipment	—		12
Capital expenditures on property, plant, and equipment	(3,568)		(7,650)
Proceeds from asset divestiture	22,707		—
Acquisition	(229)		(1,050)
Net cash provided by (used in) continuing investing activities	18,910		(8,688)
Net cash provided by discontinued investing activities	—		2,278
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of debt	(147,224)		(134,155)
Proceeds from debt	134,705		125,122


Debt issuance costs	(358)		(454)
Treasury stock acquisitions	(549)		(1,660)

Investment of noncontrolling interest	396		—
Net cash used in continuing financing activities	(13,030)		(11,147)
Net cash used in discontinued financing activities	—		(19)
Effect of exchange rate changes on cash and cash equivalents	24		(571)
Net decrease in cash and cash equivalents	(1,159)		(4,867)
Cash and cash equivalents at beginning of period	7,564		14,178
Cash and cash equivalents at end of period	$	6,405	$	9,311
Supplemental disclosure of cash flow information:
Interest paid	$	2,205	$	2,453
Income taxes paid	$	1,215	$	2,330

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

Table of Contents

L.B. FOSTER COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(Dollars in thousands)

Three Months Ended March 31, 2021
Common
Stock Paid-in
Capital Retained
Earnings Treasury
Stock Accumulated
Other
Comprehensive
Loss Noncontrolling Interest Total
Stockholders’
Equity
Balance, December 31, 2020 $ 111 $ 44,583 $ 165,107 $ (12,703) $ (20,268) $ 0 $ 176,830
Net loss — — (1,258) — — (12) (1,270)
Other comprehensive income, net of tax:
Pension liability adjustment — — — — 91 — 91
Foreign currency translation adjustment — — — — 453 (30) 423
Cash flow hedges reclassified to earnings — — — — 136 — 136
Issuance of 76,030 common shares, net of shares withheld for taxes — (1,467) — 920 — — (547)
Stock-based compensation — 827 — — — — 827
Investment of noncontrolling interest — — — — — 396 396
Balance, March 31, 2021 $ 111 $ 43,943 $ 163,849 $ (11,783) $ (19,588) $ 354 $ 176,886


	Three Months Ended September 30, 2021
	Common Stock		Paid-in Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Loss		Noncontrolling Interest		Total Stockholders’ Equity
Balance, June 30, 2021	$	111	$	43,650	$	166,725	$	(11,104)	$	(18,873)	$	383	$	180,892

Net income (loss)	—		—		2,342		—		—		(30)		2,312
Other comprehensive loss, net of tax:
Pension liability adjustment	—		—		—		—		92		—		92
Foreign currency translation adjustment	—		—		—		—		(1,579)		(31)		(1,610)
Unrealized derivative loss on cash flow hedges	—		—		—		—		(33)		—		(33)
Cash flow hedges reclassified to earnings	—		—		—		—		136		—		136

Issuance of 8,113 common shares, net of shares withheld for taxes	—		(189)		—		187		—		—		(2)
Stock-based compensation	—		587		—		—		—		—		587


Balance, September 30, 2021	$	111	$	44,048	$	169,067	$	(10,917)	$	(20,257)	$	322	$	182,374

~~Table of Contents~~

Three Months Ended March 31, 2020
Common
Stock Paid-in
Capital Retained
Earnings Treasury
Stock Accumulated
Other
Comprehensive
Loss Noncontrolling Interest Total
Stockholders’
Equity
Balance, December 31, 2019 $ 111 $ 49,204 $ 157,525 $ (16,795) $ (20,183) $ 0 $ 169,862
Net loss — — (1,866) — — — (1,866)
Other comprehensive loss, net of tax:
Pension liability adjustment — — — — 58 — 58
Foreign currency translation adjustment — — — — (3,707) — (3,707)
Unrealized derivative loss on cash flow hedges — — — — (864) — (864)
Issuance of 131,088 common shares, net of shares withheld for taxes — (5,556) — 3,899 — — (1,657)
Stock-based compensation — 680 — — — — 680
Balance, March 31, 2020 $ 111 $ 44,328 $ 155,659 $ (12,896) $ (24,696) $ 0 $ 162,506


	Three Months Ended September 30, 2020
	Common Stock		Paid-in Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Loss		Noncontrolling Interest		Total Stockholders’ Equity
Balance, June 30, 2020	$	111	$	44,709	$	156,182	$	(12,722)	$	(24,384)	$	—	$	163,896

Net income	—		—		6,830		—		—		—		6,830
Other comprehensive income, net of tax:
Pension liability adjustment	—		—		—		—		66		—		66
Foreign currency translation adjustment	—		—		—		—		1,818		—		1,818

Cash flow hedges reclassified to earnings	—		—		—		—		137		—		137


Stock-based compensation	—		604		—		—		—		—		604

Balance, September 30, 2020	$	111	$	45,313	$	163,012	$	(12,722)	$	(22,363)	$	—	$	173,351

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

Table of Contents

L.B. FOSTER COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(Dollars in thousands)


	Nine Months Ended September 30, 2021
	Common Stock		Paid-in Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Loss		Noncontrolling Interest		Total Stockholders’ Equity
Balance, December 31, 2020	$	111	$	44,583	$	165,107	$	(12,703)	$	(20,268)	$	—	$	176,830

Net income (loss)	—		—		3,960		—		—		(64)		3,896
Other comprehensive income, net of tax:
Pension liability adjustment	—		—		—		—		274		—		274
Foreign currency translation adjustment	—		—		—		—		(639)		(10)		(649)
Unrealized derivative loss on cash flow hedges	—		—		—		—		(33)		—		(33)
Cash flow hedges reclassified to earnings	—		—		—		—		409		—		409

Issuance of 114,288 common shares, net of shares withheld for taxes	—		(2,335)		—		1,786		—		—		(549)
Stock-based compensation	—		1,800		—		—		—		—		1,800

Investment of noncontrolling interest	—		—		—		—		—		396		396
Balance, September 30, 2021	$	111	$	44,048	$	169,067	$	(10,917)	$	(20,257)	$	322	$	182,374

Table of Contents


	Nine Months Ended September 30, 2020
	Common Stock		Paid-in Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Loss		Noncontrolling Interest		Total Stockholders’ Equity
Balance, December 31, 2019	$	111	$	49,204	$	157,525	$	(16,795)	$	(20,183)	$	—	$	169,862

Net income	—		—		5,487		—		—		—		5,487
Other comprehensive loss, net of tax:
Pension liability adjustment	—		—		—		—		200		—		200
Foreign currency translation adjustment	—		—		—		—		(1,708)		—		(1,708)
Unrealized derivative loss on cash flow hedges	—		—		—		—		(809)		—		(809)
Cash flow hedges reclassified to earnings	—		—		—		—		137		—		137

Issuance of 140,305 common shares, net of shares withheld for taxes	—		(5,733)		—		4,073		—		—		(1,660)
Stock-based compensation	—		1,842		—		—		—		—		1,842

Balance, September 30, 2020	$	111	$	45,313	$	163,012	$	(12,722)	$	(22,363)	$	—	$	173,351

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

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L.B. FOSTER COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except share data)

Note 1. Financial Statements

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all estimates and adjustments (consisting of normal recurring accruals, unless otherwise stated herein) considered necessary for a fair presentation of the financial position of L.B. Foster Company and subsidiaries as of ~~March 31,~~September 30, 2021 and December 31, 2020 and its Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Comprehensive ~~Loss, Condensed Consolidated Statements of Cash Flows,~~Income, and Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended ~~March 31,~~September 30, 2021 and 2020 and its Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020 have been included. However, actual results could differ from those estimates and changes in those estimates are recorded when known. The results of operations for interim periods are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The Condensed Consolidated Balance Sheet as of December 31, 2020 was derived from audited financial statements. This Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and footnotes thereto included in L.B. Foster Company’s Annual Report on Form 10-K for the year ended December 31, 2020. In this Quarterly Report on Form 10-Q, references to “we,” “us,” “our,” and the “Company” refer collectively to L.B. Foster Company and its consolidated subsidiaries.

Reclassifications

Certain accounts in the prior year consolidated financial statements have been reclassified for comparative purposes principally to conform to the presentation of the current year period. Effective for the quarter ended September 30, 2020, the Company classified IOS Acquisitions, LLC and subsidiaries (“Test and Inspection Services”) as a discontinued operation. Effective for the quarter and year ended December 31, 2020, the Company implemented operational changes in how its Chief Operating Decision Maker (“CODM”) manages its businesses, including resource allocation and operating decisions. As a result of these changes, the Company now has ~~two~~2 operating segments, Rail Technologies and Services and Infrastructure Solutions, representing the individual businesses that are run separately under the new structure. The Company has revised the information for all periods presented in this Quarterly Report on Form 10-Q to reflect these reclassifications.

Recently Issued Accounting Standards

In March 2020 and as clarified in January 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. (“ASU”) 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”), which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or by another reference rate expected to be discontinued. The amendments are effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the impacts of the provisions of ASU 2020-04 on its financial condition, results of operations, and cash flows.

Note 2. Business Segments

The Company provides products and services for the rail industry and solutions to support critical infrastructure projects. The Company’s innovative engineering and product development solutions ~~inspire~~address the safety, reliability, and performance of its customers’ challenging requirements. The Company maintains locations in North America, South America, Europe, and Asia. The Company’s segments represent components of the Company (a) that engage in activities from which revenue is generated and expenses are incurred, (b) whose operating results are regularly reviewed by the ~~Chief Operating Decision Maker (“CODM”),~~CODM, who uses such information to make decisions about resources to be allocated to the segments, and (c) for which discrete financial information is available. Operating segments are evaluated on their segment profit contribution to the Company’s consolidated results. Other income and expenses, interest, income taxes, and certain other items are managed on a consolidated basis. The Company’s segment accounting policies are described in Note 2 Business Segments of the Notes to the Company’s Consolidated Financial Statements contained in its Annual Report on Form 10-K for the year-ended December 31, 2020.

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The following table illustrates the Company’s revenues and profit from operations by segment for the periods indicated:


		Three Months Ended March 31, 2021				Three Months Ended March 31, 2020					Three Months Ended September 30, 2021				Three Months Ended September 30, 2020
		Net Sales		Segment Profit (Loss)		Net Sales		Segment Profit			Net Sales		Segment Profit		Net Sales		Segment Profit
Rail Technologies and Services	Rail Technologies and Services	$	66,232	$	2,532	$	70,204	$	1,171	Rail Technologies and Services	$	73,942	$	3,555	$	63,988	$	3,742
Infrastructure Solutions	Infrastructure Solutions	49,848		(666)		51,703		1,604		Infrastructure Solutions	56,111		3,484		54,377		2,375

Total	Total	$	116,080	$	1,866	$	121,907	$	2,775	Total	$	130,053	$	7,039	$	118,365	$	6,117


	Nine Months Ended September 30, 2021				Nine Months Ended September 30, 2020
	Net Sales		Segment Profit		Net Sales		Segment Profit
Rail Technologies and Services	$	228,956	$	12,050	$	209,131	$	10,729
Infrastructure Solutions	171,699		5,165		172,704		8,836
Total	$	400,655	$	17,215	$	381,835	$	19,565

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Segment profit ~~(loss)~~ from operations, as shown above, includes allocated corporate operating expenses. Operating expenses related to corporate headquarter functions that directly support the segment activity are allocated based on segment headcount, revenue contribution, or activity of the business units within the segments, based on the corporate activity type provided to the segment. The expense allocation excludes certain corporate costs that are separately managed from the segments.

The following table provides a reconciliation of segment net profit from continuing operations to the Company’s consolidated continuing operations total for the periods presented:


		Three Months Ended March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020				2021		2020		2021		2020
Profit for reportable segments	Profit for reportable segments	$	1,866	$	2,775		Profit for reportable segments	$	7,039	$	6,117	$	17,215	$	19,565
Interest expense - net	Interest expense - net	(871)		(812)			Interest expense - net	(722)		(940)		(2,454)		(2,841)

Other expense - net		(59)		(606)
Other (expense) income - net							Other (expense) income - net	(116)		(243)		74		2,178

Unallocated corporate expenses and other unallocated charges	Unallocated corporate expenses and other unallocated charges	(2,527)		(1,420)			Unallocated corporate expenses and other unallocated charges	(3,285)		(2,098)		(9,517)		(7,057)
Loss before income taxes from continuing operations		$	(1,591)	$	(63)
Income before income taxes from continuing operations							Income before income taxes from continuing operations	$	2,916	$	2,836	$	5,318	$	11,845

The following table illustrates assets of the Company by segment for the periods presented:

March 31,
2021 December 31,
2020
Rail Technologies and Services $ 174,782 $ 161,485
Infrastructure Solutions 136,649 137,519
Unallocated corporate assets 63,045 71,391
Total $ 374,476 $ 370,395


	September 30, 2021		December 31, 2020
Rail Technologies and Services	$	169,242	$	161,485
Infrastructure Solutions	119,184		137,519

Unallocated corporate assets	71,377		71,391
Total	$	359,803	$	370,395

Note 3. Discontinued Operations

On September 4, 2020, the Company completed the sale of the issued and outstanding membership interests of its upstream oil and gas test and inspection business, IOS Test and Inspection Services. Proceeds from the sale were $4,000 and resulted in a loss of $10,034, net of tax. The Company has reflected the results of operations of the IOS Test and Inspection Services business as discontinued operations in the Condensed Consolidated Financial Statements for all periods presented. The IOS Test and Inspection Services business was historically included in the legacy Tubular and Energy segment, whose remaining divisions are now included as part of the Infrastructure Solutions segment.

~~There was no activity regarding the Company’s discontinued operations during the three months ended March 31, 2021.~~

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The following table provides the net sales and ~~losses~~income (losses) from discontinued operations for the three and nine months ended ~~March 31,~~September 30, 2020:

Three Months Ended
March 31,

~~2020~~

~~Net sales~~

~~6,868~~

~~Loss from discontinued operations~~

~~(2,631)~~

~~Income tax benefit~~

~~(770)~~

~~Loss from discontinued operations~~

~~(3,401)~~


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020

Net sales	$	—	$	2,520	$	—	$	13,590
Income (loss) from discontinued operations before income taxes	72		(306)		72		(10,393)
Income tax benefit from discontinued operations	—		592		—		2,371
Loss on the sale of discontinued operations	—		(13,172)		—		(13,172)
Income tax benefit on the sale of discontinued operations	—		3,138		—		3,138
Income (loss) from discontinued operations	$	72	$	(9,748)	$	72	$	(18,056)

Note 4. Revenue

Revenue from products or services provided to customers over time accounted for ~~25.3%~~35.8% and ~~26.9%~~32.2% of revenue for the three months ended ~~March 31,~~September 30, 2021 and 2020, respectively, and 29.7% and 27.9% of revenue for the nine months ended September 30, 2021 and 2020, respectively. The majority of revenue under these long-term agreements is recognized over time either using an input measure based upon the proportion of actual costs incurred to estimated total project costs or an input measure based upon actual labor costs as a percentage of estimated total labor costs, depending upon which measure the Company believes best depicts ~~the Company’s~~its performance to date under the terms of the contract. Revenue recognized over time using an input measure was ~~$21,108~~$30,314 and ~~$24,432~~$27,316 for the three months ended ~~March 31,~~September 30, 2021 and 2020, respectively, and $79,109 and $76,606 for the nine months ended September 30, 2021 and 2020, respectively. A certain portion of the Company’s revenue recognized over time under these long-term agreements is recognized using an output method, specifically units delivered, based upon certain customer acceptance and delivery requirements. Revenue recognized over time using an output measure was ~~$8,264~~$16,262 and ~~$8,345~~$10,800 for the three months ended ~~March 31,~~September 30, 2021 and 2020, respectively, and was $40,013 and $29,833 for the nine months ended September 30, 2021 and 2020, respectively. As of ~~March 31,~~September 30, 2021 and December 31, 2020, the Company had contract assets of ~~$37,673~~$41,164 and $37,843, respectively, that were recorded in “Inventories - net” within the Condensed

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Consolidated Balance Sheets. As of ~~March 31,~~September 30, 2021 and December 31, 2020, the Company had contract liabilities of ~~$6,030~~$4,840 and $1,324, respectively, that were recorded in “Deferred revenue” within the Condensed Consolidated Balance Sheets.

The majority of the Company’s revenue is from products transferred and services rendered to customers at a point in time. Point in time revenue accounted for ~~74.7%~~64.2% and ~~73.1%~~67.8% of revenue for the three months ended ~~March 31,~~September 30, 2021 and 2020, respectively, and 70.3% and 72.1% of revenue for the nine months ended September 30, 2021 and 2020, respectively. The Company recognizes revenue at the point in time at which the customer obtains control of the product or service, which is generally when the product title passes to the customer upon shipment or the service has been rendered to the customer. In limited cases, title does not transfer and revenue is not recognized until the customer has received the products at a physical location.

The following table summarizes the Company’s net sales by major product and service category for the periods presented:


		Three Months Ended March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020				2021		2020		2021		2020
Rail Products	Rail Products	$	43,810	$	47,899		Rail Products	$	48,355	$	40,502	$	156,730	$	144,901
Rail Technologies	Rail Technologies	22,422		22,305			Rail Technologies	25,587		23,486		72,226		64,230
Rail Technologies and Services	Rail Technologies and Services	66,232		70,204			Rail Technologies and Services	73,942		63,988		228,956		209,131
Fabricated Steel Products	Fabricated Steel Products	27,721		18,391			Fabricated Steel Products	25,810		22,138		85,754		66,109
Precast Concrete Products	Precast Concrete Products	12,678		10,643			Precast Concrete Products	17,972		15,745		50,723		42,816
Coatings and Measurement	Coatings and Measurement	9,449		22,669			Coatings and Measurement	12,329		16,494		35,222		63,779
Infrastructure Solutions	Infrastructure Solutions	49,848		51,703			Infrastructure Solutions	56,111		54,377		171,699		172,704

Total net sales	Total net sales	$	116,080	$	121,907		Total net sales	$	130,053	$	118,365	$	400,655	$	381,835

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Net sales by the timing of the transfer of products and services was as follows for the periods presented:


		Three Months Ended March 31, 2021						Three Months Ended September 30, 2021
		Rail Technologies and Services		Infrastructure Solutions		Total				Rail Technologies and Services		Infrastructure Solutions		Total
Point in time	Point in time	$	52,044	$	34,664	$	86,708		Point in time	$	54,470	$	29,007	$	83,477
Over time	Over time	14,188		15,184		29,372			Over time	19,472		27,104		46,576
Total net sales	Total net sales	$	66,232	$	49,848	$	116,080		Total net sales	$	73,942	$	56,111	$	130,053

		Three Months Ended March 31, 2020						Three Months Ended September 30, 2020
		Rail Technologies and Services		Infrastructure Solutions		Total				Rail Technologies and Services		Infrastructure Solutions		Total
Point in time	Point in time	$	54,888	$	34,242	$	89,130		Point in time	$	47,027	$	33,222	$	80,249
Over time	Over time	15,316		17,461		32,777			Over time	16,961		21,155		38,116
Total net sales	Total net sales	$	70,204	$	51,703	$	121,907		Total net sales	$	63,988	$	54,377	$	118,365


	Nine Months Ended September 30, 2021
	Rail Technologies and Services		Infrastructure Solutions		Total
Point in time	$	178,225	$	103,308	$	281,533
Over time	50,731		68,391		119,122
Total net sales	$	228,956	$	171,699	$	400,655

	Nine Months Ended September 30, 2020
	Rail Technologies and Services		Infrastructure Solutions		Total
Point in time	$	163,190	$	112,206	$	275,396
Over time	45,941		60,498		106,439
Total net sales	$	209,131	$	172,704	$	381,835

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

Significant changes in contract assets during the ~~three~~nine months ended ~~March 31,~~September 30, 2021 ~~resulted from~~included transfers of ~~$11,310~~$20,561 from the contract assets balance as of December 31, 2020 to ~~receivables.~~accounts receivable. Significant changes in contract liabilities during the ~~three~~nine months ended ~~March 31,~~September 30, 2021 resulted from increases of ~~$5,425~~$4,512 due to billings in excess of costs, excluding amounts recognized as revenue during the period. Contract liabilities were reduced due to revenue recognized during the three months ended ~~March 31,~~September 30, 2021 and 2020 of ~~$676~~$81 and ~~$2,614,~~$175, respectively, and revenue recognized during the nine months ended September 30, 2021 and 2020 of $985 and $3,708, respectively, which were included in contract liabilities at the beginning of each period.

As of ~~March 31,~~September 30, 2021, the Company had approximately ~~$271,944~~$231,726 of obligations under new contracts and remaining performance obligations, which is also referred to as backlog. Approximately ~~13.0%~~11.2% of the ~~March 31,~~September 30, 2021 backlog was related to projects that are anticipated to extend beyond ~~March 31,~~September 30, 2022.

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Note 5. Goodwill and Other Intangible Assets

The following table presents the changes in goodwill balance by reportable ~~segment:~~segment for the period presented:


		Rail Technologies and Services		Infrastructure Solutions		Total			Rail Technologies and Services		Infrastructure Solutions		Total
Balance as of December 31, 2020	Balance as of December 31, 2020	$	14,743	$	5,597	$	20,340	Balance as of December 31, 2020	$	14,743	$	5,597	$	20,340

Larken purchase price adjustment								Larken purchase price adjustment	—		(21)		(21)
Foreign currency translation impact	Foreign currency translation impact	33		0		33		Foreign currency translation impact	(172)		—		(172)

Balance as of March 31, 2021		$	14,776	$	5,597	$	20,373
Balance as of September 30, 2021								Balance as of September 30, 2021	$	14,571	$	5,576	$	20,147

The Company performs goodwill impairment tests annually during the fourth quarter, and also performs interim goodwill impairment tests if it is determined that it is more likely than not that the fair value of a reporting unit is less than the carrying amount. Qualitative

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factors are assessed to determine whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount, which included the impacts of COVID-19. However, the future impacts of COVID-19 are unpredictable and are subject to change. No interim goodwill impairment test was required as a result of the evaluation of qualitative factors as of ~~March 31,~~September 30, 2021.

The components of the Company’s intangible assets were as follows for the periods presented:


		March 31, 2021								September 30, 2021
		Weighted Average Amortization Period In Years	Gross Carrying Value		Accumulated Amortization		Net Carrying Amount			Weighted Average Amortization Period In Years	Gross Carrying Value		Accumulated Amortization		Net Carrying Amount

Patents	Patents	10	389		(213)		176		Patents	10	$	385	$	(218)	$	167
Customer relationships	Customer relationships	18	36,353		(16,568)		19,785		Customer relationships	18	36,133		(17,610)		18,523
Trademarks and trade names	Trademarks and trade names	16	7,816		(4,283)		3,533		Trademarks and trade names	16	7,798		(4,557)		3,241
Technology	Technology	13	35,826		(23,843)		11,983		Technology	13	35,769		(25,250)		10,519
			$	80,384	$	(44,907)	$	35,477			$	80,085	$	(47,635)	$	32,450

		December 31, 2020								December 31, 2020
		Weighted Average Amortization Period In Years	Gross Carrying Value		Accumulated Amortization		Net Carrying Amount			Weighted Average Amortization Period In Years	Gross Carrying Value		Accumulated Amortization		Net Carrying Amount

Patents	Patents	10	383		(206)		177		Patents	10	$	383	$	(206)	$	177
Customer relationships	Customer relationships	18	36,269		(15,914)		20,355		Customer relationships	18	36,269		(15,914)		20,355
Trademarks and trade names	Trademarks and trade names	16	7,809		(4,135)		3,674		Trademarks and trade names	16	7,809		(4,135)		3,674
Technology	Technology	13	35,815		(23,124)		12,691		Technology	13	35,815		(23,124)		12,691
			$	80,276	$	(43,379)	$	36,897			$	80,276	$	(43,379)	$	36,897

The Company amortizes intangible assets over their useful lives, which range from 5 to 25 years, with a total weighted average amortization period of approximately 16 years as of ~~March 31,~~September 30, 2021. Amortization expense was ~~$1,465~~$1,462 and ~~$1,430~~$1,428 for the three months ended ~~March 31,~~September 30, 2021 and 2020, respectively, and was $4,397 and $4,271 for the nine months ended September 30, 2021 and 2020, respectively.

As of ~~March 31,~~September 30, 2021, estimated amortization expense for the remainder of 2021 and thereafter was as follows:

Amortization Expense
Remainder of 2021 $ 4,393
2022 5,779
2023 5,308
2024 4,317
2025 2,453
2026 and thereafter 13,227
$ 35,477


	Amortization Expense
Remainder of 2021	$	1,445
2022	5,749
2023	5,278
2024	4,284
2025	2,467
2026 and thereafter	13,227
	$	32,450

Note 6. Accounts Receivable

The Company extends credit based upon an evaluation of the customer’s financial condition and, while collateral is not required, the Company periodically receives surety bonds that guarantee payment. Credit terms are consistent with industry standards and practices. The amounts of trade accounts receivable as of ~~March 31,~~September 30, 2021 and December 31, 2020 have been reduced by an allowance for

~~Table~~ credit losses of ~~Contents~~

~~doubtful accounts of $744~~$523 and $944, respectively. Changes in reserves for uncollectible accounts, which are recorded as part of “Selling and administrative expenses” within the Condensed Consolidated Statements of Operations, resulted in income of ~~$22~~$145 and expense of ~~$86~~$63 for the three months ended ~~March 31,~~September 30, 2021 and 2020, respectively, and income of $127 and expense of $221 for the nine months ended September 30, 2021 and 2020, respectively.

The Company established the allowance for credit losses by calculating the amount to reserve based on the age of a given trade receivable and considering historical collection patterns and bad debt expense experience, in addition to any other relevant subjective adjustments to individual receivables made by management. The Company also considers current and expected future market and other conditions. Trade receivables are pooled within the calculation based on a range of ages, which appropriately groups receivables of similar credit risk together.

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The established reserve thresholds to calculate the allowance for credit loss are based on and supported by historic collection patterns and bad debt expense incurred by the Company, as well as the expectation that collection patterns and bad debt expense will continue to adhere to patterns observed in recent years, which was formed based on trends observed as well as current and expected future ~~conditions.~~conditions, including the impacts of the COVID-19 pandemic. Management maintains high-quality credit review practices as well as positive customer relationships that further mitigate credit risk.

The following table sets forth the Company’s allowance for ~~doubtful accounts:~~credit losses:


	Allowance for ~~Doubtful Accounts~~Credit Losses
Balance as of December 31, 2020	$	944
Current period provision ~~(release)~~	~~(26)~~(127)
Write-off against allowance	~~(174)~~(294)

~~March 31,~~Balance as of September 30, 2021	$	~~744~~523

Note 7. Inventory

Inventories as of ~~March 31,~~September 30, 2021 and December 31, 2020 are summarized in the following table:


		March 31, 2021		December 31, 2020			September 30, 2021		December 31, 2020
Finished goods	Finished goods	$	50,125	$	60,766	Finished goods	$	29,597	$	60,766
Contract assets	Contract assets	37,673		37,843		Contract assets	41,164		37,843
Work-in-process	Work-in-process	7,651		5,143		Work-in-process	9,767		5,143
Raw materials	Raw materials	21,929		12,708		Raw materials	28,367		12,708
Inventories - net	Inventories - net	$	117,378	$	116,460	Inventories - net	$	108,895	$	116,460

Inventories of the Company are valued at average cost or net realizable value, whichever is lower. Contract assets consist of costs and earnings in excess of billings, retainage, and other unbilled amounts generated when revenue recognized exceeds the amount billed to the customer.

The Company records appropriate provisions related to the allowance for credit losses associated with contract assets, as these assets held in inventory will convert to trade receivables once the customer is billed under the contract to which they pertain. Provisions are recorded based on the specific review of individual contracts as necessary, and a standard provision is recorded over any remaining contract assets pooled together based on similar ~~low~~ risk of credit loss.

The development of these provisions are based on historic collection trends, accuracy of estimates within contract margin reporting, as well as the expectation that collection patterns, margin reporting, and bad debt expense will continue to adhere to patterns observed in recent years. These expectations were formed based on trends observed as well as current and expected future conditions.

~~Table~~On September 24, 2021, the Company executed the sale of ~~Contents~~its Piling Products division for $23,902 in total expected proceeds. The sale included substantially all inventory held by the Company associated with the division. The Piling Products division is included in the Fabricated Steel business unit within the Infrastructure Solutions business segment.

Note 8. Property, Plant, and Equipment

Property, plant, and equipment as of ~~March 31,~~September 30, 2021 and December 31, 2020 consisted of the following:


		March 31, 2021		December 31, 2020			September 30, 2021		December 31, 2020
Land	Land	$	6,632	$	6,627	Land	$	6,223	$	6,627
Improvements to land and leaseholds	Improvements to land and leaseholds	17,573		17,573		Improvements to land and leaseholds	15,401		17,573
Buildings	Buildings	27,487		27,348		Buildings	26,966		27,348
Machinery and equipment, including equipment under finance leases	Machinery and equipment, including equipment under finance leases	117,272		116,175		Machinery and equipment, including equipment under finance leases	110,821		116,175
Construction in progress	Construction in progress	1,287		915		Construction in progress	1,276		915
Gross property, plant, and equipment	Gross property, plant, and equipment	170,251		168,638		Gross property, plant, and equipment	160,687		168,638
Less accumulated depreciation and amortization, including accumulated amortization of finance leases	Less accumulated depreciation and amortization, including accumulated amortization of finance leases	(108,668)		(106,553)		Less accumulated depreciation and amortization, including accumulated amortization of finance leases	(101,876)		(106,553)
Property, plant, and equipment - net	Property, plant, and equipment - net	$	61,583	$	62,085	Property, plant, and equipment - net	$	58,811	$	62,085

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Depreciation expense was ~~$1,990~~$2,041 and ~~$1,935~~$1,940 for the three months ended ~~March 31,~~September 30, 2021 and 2020, respectively, and $6,049 and $5,838 for the nine months ended September 30, 2021 and 2020, respectively. The Company reviews its property, plant, and equipment for recoverability whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. The Company recognizes an impairment loss if it believes that the carrying amount of a long-lived asset is not recoverable and exceeds its fair value. There were 0no impairments of property, plant, and equipment during the ~~three~~nine months ended ~~March 31,~~September 30, 2021 and 2020.

On September 24, 2021, the Company executed the sale of its Piling Products division for $23,902 in total expected proceeds. The Company retained all pre-closing receivables and liabilities associated with the division. The sale included substantially all fixed assets held by the Company associated with the division. The Piling Products division is included in the Fabricated Steel business unit within the Infrastructure Solutions business segment.

Note 9. Leases

The Company determines if an arrangement is a lease at its inception. Operating leases are included in “Operating lease right-of-use assets - net,” “Other accrued liabilities,” and “Long-term operating lease liabilities” within the Condensed Consolidated Balance Sheets. Finance leases are included within “Property, plant, and equipment - net,” “Current maturities of long-term debt,” and “Long-term debt” inwithin the Condensed Consolidated Balance Sheets.

The Company has operating and finance leases for manufacturing facilities, corporate offices, sales offices, vehicles, and certain equipment. As of ~~March 31,~~September 30, 2021, the Company’s leases had remaining lease terms of 2 to 12 years, some of which include options to extend the leases for up to 12 years, and some of which include options to terminate the leases within 1 year.

The balance sheet components of the Company’s leases were as follows as of ~~March 31,~~September 30, 2021 and December 31, 2020:


		March 31, 2021		December 31, 2020			September 30, 2021		December 31, 2020
Operating leases	Operating leases					Operating leases
Operating lease right-of-use assets	Operating lease right-of-use assets	$	15,426	$	16,069	Operating lease right-of-use assets	$	14,403	$	16,069
Other accrued liabilities	Other accrued liabilities	$	2,488	$	2,553	Other accrued liabilities	$	2,444	$	2,553
Long-term operating lease liabilities	Long-term operating lease liabilities	12,938		13,516		Long-term operating lease liabilities	11,959		13,516
Total operating lease liabilities	Total operating lease liabilities	$	15,426	$	16,069	Total operating lease liabilities	$	14,403	$	16,069
Finance leases	Finance leases					Finance leases
Property, plant, and equipment	Property, plant, and equipment	$	1,163	$	1,116	Property, plant, and equipment	$	1,162	$	1,116
Accumulated amortization	Accumulated amortization	(908)		(869)		Accumulated amortization	(977)		(869)
Property, plant, and equipment - net	Property, plant, and equipment - net	$	255	$	247	Property, plant, and equipment - net	$	185	$	247
Current maturities of long-term debt	Current maturities of long-term debt	$	129	$	119	Current maturities of long-term debt	$	111	$	119
Long-term debt	Long-term debt	126		128		Long-term debt	74		128
Total finance lease liabilities	Total finance lease liabilities	$	255	$	247	Total finance lease liabilities	$	185	$	247

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The components of lease expense within the Company’s Condensed Consolidated Statements of Operations were as follows for the three and nine months ended ~~March 31,~~September 30, 2021 and 2020:


		Three Months Ended March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020				2021		2020		2021		2020
Finance lease cost:	Finance lease cost:						Finance lease cost:
Amortization of finance leases	Amortization of finance leases	$	51	$	177		Amortization of finance leases	$	50	$	29	$	152	$	381
Interest on lease liabilities	Interest on lease liabilities	22		18			Interest on lease liabilities	19		17		61		53
Operating lease cost	Operating lease cost	642		798			Operating lease cost	706		719		2,042		2,265
Sublease income	Sublease income	(50)		(17)			Sublease income	(50)		(50)		(150)		(117)
Total lease cost	Total lease cost	$	665	$	976		Total lease cost	$	725	$	715	$	2,105	$	2,582

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The cash flow components of the Company’s leases were as follows for the three and nine months ended ~~March 31,~~September 30, 2021 and 2020:


		Three Months Ended March 31,					Nine Months Ended September 30,
		2021		2020			2021		2020
Cash paid for amounts included in the measurement of lease liabilities:	Cash paid for amounts included in the measurement of lease liabilities:					Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows related to operating leases	Operating cash flows related to operating leases	$	(792)	$	(1,009)	Operating cash flows related to operating leases	$	(2,462)	$	(2,778)

Financing cash flows related to finance leases	Financing cash flows related to finance leases	(55)		(184)		Financing cash flows related to finance leases	(166)		(408)
Right-of-use assets obtained in exchange for new lease liabilities:	Right-of-use assets obtained in exchange for new lease liabilities:					Right-of-use assets obtained in exchange for new lease liabilities:
Operating leases	Operating leases	$	0	$	5,981	Operating leases	$	377	$	7,681

The weighted-average remaining lease term (in years) and discount rate related to the operating leases were as follows ~~for~~as of the ~~periods~~dates presented:


		March 31,					September 30,
		2021		2020			2021		2020
Operating lease weighted-average remaining lease term	Operating lease weighted-average remaining lease term	7		7		Operating lease weighted-average remaining lease term	7		7
Operating lease weighted-average discount rate	Operating lease weighted-average discount rate	5.2	%	5.2	%	Operating lease weighted-average discount rate	5.2	%	5.1	%
Finance lease weighted-average remaining lease term	Finance lease weighted-average remaining lease term	1		1		Finance lease weighted-average remaining lease term	1		1
Finance lease weighted-average discount rate	Finance lease weighted-average discount rate	4.2	%	4.3	%	Finance lease weighted-average discount rate	4.2	%	4.2	%

As of ~~March 31,~~September 30, 2021, estimated annual maturities of lease liabilities remaining for the year ending December 31, 2021 and thereafter were as follows:

Operating Leases Finance Leases
Remainder of 2021 $ 2,456 $ 142
2022 2,862 115
2023 2,636 42
2024 2,591 11
2025 2,389 0
2026 and thereafter 5,392 0
Total undiscounted lease payments 18,326 310
Interest (2,900) (55)
Total $ 15,426 $ 255


	Operating Leases		Finance Leases
Remainder of 2021	$	817	$	41
2022	3,037		115
2023	2,715		42
2024	2,604		11
2025	2,385		—
2026 and thereafter	5,379		—
Total undiscounted lease payments	16,937		209
Interest	(2,534)		(24)
Total	$	14,403	$	185

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Note 10. Long-term Debt and Related Matters

Long-term debt consisted of the following:


		March 31, 2021		December 31, 2020			September 30, 2021		December 31, 2020
Revolving credit facility	Revolving credit facility	$	36,538	$	44,777	Revolving credit facility	$	32,268	$	44,777

Finance leases and financing agreements	Finance leases and financing agreements	255		247		Finance leases and financing agreements	185		247
Total	Total	36,793		45,024		Total	32,453		45,024
Less current maturities	Less current maturities	(129)		(119)		Less current maturities	(111)		(119)
Long-term portion	Long-term portion	$	36,664	$	44,905	Long-term portion	$	32,342	$	44,905

On ~~June 26, 2020,~~August 13, 2021, the Company, its domestic subsidiaries, and certain of its Canadian and United Kingdom subsidiaries (collectively, the “Borrowers”), entered into the ~~First Amendment (the “First Amendment”) to its its Third~~Fourth Amended and Restated Credit Agreement (the “Credit Agreement”) with PNC Bank, N.A., Citizens Bank, ~~of America,~~ N.A., Wells Fargo Bank, ~~N.A., Citizens~~National Association, Bank of America, N.A., and BMO Harris Bank, ~~N.A.~~National Association. The ~~First Amendment modified the~~ Credit Agreement ~~which had a maximum~~modifies the prior revolving credit ~~line of $140,000~~facility, as amended, on more favorable terms and ~~provided for a $25,000 term loan of which $22,500 remained outstanding as of June 26, 2020.~~extends the maturity date from April 30, 2024 to August 13, 2026. The ~~First Amendment~~Credit Agreement provides for a ~~reduction in the~~five-year, revolving credit facility ~~to permit~~that permits aggregate borrowings of the Borrowers up to ~~$120,000~~$130,000 (a $15,000 increase over the previous commitment) with a sublimit of the equivalent of $25,000 U.S. dollars that is available to the Canadian and United Kingdom borrowers in the aggregate, and repaid and terminated the outstanding term loan by drawing funds on the revolving credit facility. The First Amendment provides additional $5,000 annual reductions to the revolving credit facility beginning on December 31, 2020 through the maturity of the facility on April 30, 2024.

Borrowings under the First Amendment bear interest at rates based upon either the base rate or Euro-rate plus applicable margins. The applicable margins have been adjusted as part of the First Amendment and are dictated by the ratio of the Company’s total net indebtedness to the Company’s consolidated earnings before interest, taxes, depreciation, and amortization (“Consolidated EBITDA”) for four trailing quarters, as defined in the Credit Agreement. The base rate is the highest of (a) the Overnight Bank Funding Rate plus 50 basis points, (b) the Prime Rate, or (c) the Daily Euro-rate plus 100 basis points (each as defined in the Credit Agreement) and an increase to the interest rate floor to 100 basis points. The base rate and Euro-rate spreads range from 100 to 200 basis points and 200 to 300 basis points, respectively.

The First Amendment further provides for modifications to the financial covenants as defined in the Credit Agreement. The First Amendment modified three financial covenants in the Credit Agreement: (a) Maximum Gross Leverage Ratio, defined as the Company’s Consolidated Indebtedness divided by the Company’s Consolidated EBITDA, which must not exceed, other than during a period of four consecutive fiscal quarters of the Company beginning with a fiscal quarter during which the Company consummates a permitted acquisition, and including such fiscal quarter and the immediately three succeeding fiscal quarters (the “Acquisition Period”), (i) 3.25 to 1.00 for the testing period ended June 30, 2020, 3.00 to 1.00 for the testing periods ending September 30, 2020 through March 31, 2022, and 2.75 to 1.00 for the testing periods June 30, 2022 and thereafter, and (ii) 3.50 to 1.00 for the testing period ended June 30, 2020, 3.25 to 1.00 for the testing periods ending September 30, 2020 through March 31, 2022, and 3.00 to 1.00 for the testing periods ending June 30, 2022 and thereafter occurring during an Acquisition Period; (b) Minimum Consolidated Fixed Charge Coverage Ratio, defined as the Company’s Consolidated EBITDA divided by the Company’s Fixed Charges, which must be a minimum of 1.00 to 1.00 for the testing period ended June 30, 2020, 1.05 to 1.00 for the testing periods ending September 30, 2020 through June 30, 2021, 1.15 to 1.00 for the testing periods ending September 30, 2021 through June 30, 2022, and 1.25 to 1.00 for the testing periods ending September 30, 2022 and thereafter; and (c) Minimum Working Capital to Revolving Facility Usage Ratio, defined as the sum of 50% of the inventory and 85% of the accounts receivable of the Borrowers and certain other Guarantors divided by the dollar equivalent sum of the outstanding revolving credit loans, the outstanding swing loans, and the letter of credit obligations (the “Revolving Facility Usage”), which must not be less than 1.50 to 1.00. In addition, the First Amendment modifies the definition of Consolidated EBITDA to allow for certain additional adjustments. The First Amendment also includes changes to the non-financial covenants as defined in the Credit Agreement by increasing the basket for dispositions from $25,000 to $40,000.aggregate. The Credit Agreement’s incremental loan feature permits the Company to increase the available ~~revolving borrowings~~commitments under the facility by up to an additional $50,000 subject to the Company’s receipt of increased commitments from existing or new lenders and the satisfaction of certain conditions.

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The ~~Company’s~~obligation of the Company and ~~the~~its domestic, Canadian, and United Kingdom ~~guarantors’~~subsidiaries (the “Guarantors”) ~~obligations~~ under the Credit Agreement ~~are~~will be secured by the grant of a security interest by the Borrowers and Guarantors in substantially all of the ~~personal property~~assets owned by such entities. Additionally, the equity interests in each of the loan parties, other than the Company, and the equity interests held by each loan party in ~~its respective domestic~~their subsidiaries, ~~have been~~will be pledged to the lenders as collateral for the lending obligations.

16Borrowings under the Credit Agreement will bear interest at rates based upon either the base rate or LIBOR rate plus applicable margins. Applicable margins are dictated by the ratio of the Company’s total net indebtedness to the Company’s consolidated EBITDA for four trailing quarters, as defined in the Credit Agreement. The base rate is the highest of (a) the Overnight Bank Funding Rate plus 50 basis point, (b) the Prime Rate, or (c) the Daily LIBOR rate plus 100 basis point so long as the Daily LIBOR Rate is offered, ascertainable, and not unlawful (each as defined in the Credit Agreement). The base rate and LIBOR rate spreads range from 25 to 125 basis points and 125 to 225 basis points, respectively.

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The Credit Agreement includes two financial covenants: (a) Maximum Gross Leverage Ratio, defined as the Company’s consolidated Indebtedness divided by the Company’s consolidated EBITDA, which must not exceed (i) 3.25 to 1.00 for all testing periods other than during an Acquisition Period, and (ii) 3.50 to 1.00 for all testing periods occurring during an Acquisition Period, and (b) Minimum Consolidated Fixed Charge Coverage Ratio, defined as the Company’s consolidated EBITDA divided by the Company’s Fixed Charges, which must be more than 1.05 to 1.00.

The Credit Agreement permits the Company to pay dividends and make distributions and redemptions with respect to its stock provided no event of default or potential default (as defined in the Credit Agreement) has occurred prior to or after giving effect to the dividend, distribution, or redemption. Additionally, the Credit Agreement permits the Company to complete acquisitions so long as (a) no event of default or potential default has occurred prior to or as a result of such acquisition; (b) the liquidity of the Borrowers is not less than ~~$25,000~~$15,000 prior to and after giving effect to such acquisition; and (c) the aggregate consideration for the acquisition ~~did~~does not exceed: (i) $50,000 per acquisition, so long as the Gross Leverage Ratio is less than or equal to 2.75 after giving effect to such acquisition; or (ii) ~~$50,000 in~~$75,000 per acquisition, so long as the ~~aggregate for multiple acquisitions entered into during four consecutive quarters; and (iii) $100,000 in the aggregate over the term of the Credit Agreement.~~Gross Leverage Ratio is less than or equal to 1.75 after giving effect to such acquisition.

Other restrictions exist at all times including, but not limited to, limitations on the Company’s sale of assets and the incurrence by either the Borrowers or the non-borrower subsidiaries of the Company of other indebtedness, guarantees, and liens.

On January 29, 2021, the Company and the Borrowers entered into the Second Amendment (the “Second Amendment”) to the Credit Agreement, which permits the Company to incur indebtedness to finance insurance premiums in the ordinary course of business and allows for certain liens to secure the financing of insurance premiums. The Second Amendment also modifies the definition of Gross Leverage Ratio and Leverage Ratio in the Credit Agreement to exclude the Indebtedness permitted for the financing of insurance premiums in an aggregate amount not to exceed $3,000.

As of ~~March 31,~~September 30, 2021, the Company was in compliance with the covenants in the Credit Agreement, as amended.

As of ~~March 31,~~September 30, 2021, the Company had outstanding letters of credit of approximately ~~$844~~$665 and had net available borrowing capacity of ~~$77,618.~~$97,067, subject to covenant restrictions. The maturity date of the facility is ~~April 30, 2024.~~August 13, 2026.

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Note 11. Earnings Per Common Share

(Share amounts in thousands)

The following table sets forth the computation of basic and diluted ~~loss~~earnings (loss) per common share for the periods indicated:


		Three Months Ended March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020				2021		2020		2021		2020
Numerator for basic and diluted loss per common share:
Loss from continuing operations		$	(1,270)	$	(5)
Loss from discontinued operations		0		(1,861)
Net loss		$	(1,270)	$	(1,866)
Numerator for basic and diluted earnings (loss) per common share:							Numerator for basic and diluted earnings (loss) per common share:
Income from continuing operations							Income from continuing operations	$	2,240	$	16,578	$	3,824	$	23,543
Income (loss) from discontinued operations							Income (loss) from discontinued operations	72		(9,748)		72		(18,056)
Net income							Net income	$	2,312	$	6,830	$	3,896	$	5,487
Denominator:	Denominator:						Denominator:
Weighted average shares outstanding	Weighted average shares outstanding	10,583		10,478			Weighted average shares outstanding	10,642		10,562		10,615		10,533
Denominator for basic loss per common share		10,583		10,478
Denominator for basic income (loss) per common share							Denominator for basic income (loss) per common share	10,642		10,562		10,615		10,533
Effect of dilutive securities:	Effect of dilutive securities:						Effect of dilutive securities:
Stock compensation plans	Stock compensation plans	0		0			Stock compensation plans	122		97		129		121
Dilutive potential common shares	Dilutive potential common shares	0		0			Dilutive potential common shares	122		97		129		121
Denominator for diluted loss per common share - adjusted weighted average shares outstanding		10,583		10,478
Denominator for diluted income (loss) per common share - adjusted weighted average shares outstanding							Denominator for diluted income (loss) per common share - adjusted weighted average shares outstanding	10,764		10,659		10,744		10,654
Continuing operations	Continuing operations	$	(0.12)	$	(0.00)		Continuing operations	$	0.21	$	1.57	$	0.36	$	2.24
Discontinued operations	Discontinued operations	0		(0.18)			Discontinued operations	0.01		(0.92)		0.01		(1.72)
Basic loss per common share		$	(0.12)	$	(0.18)
Basic income per common share							Basic income per common share	$	0.22	$	0.65	$	0.37	$	0.52
Continuing operations	Continuing operations	$	(0.12)	$	(0.00)		Continuing operations	$	0.21	$	1.56	$	0.36	$	2.21
Discontinued operations	Discontinued operations	0		(0.18)			Discontinued operations	0.01		(0.92)		0.01		(1.69)
Diluted loss per common share		$	(0.12)	$	(0.18)
Diluted income per common share							Diluted income per common share	$	0.22	$	0.64	$	0.37	$	0.52

There were ~~140 and 190~~no anti-dilutive shares during the ~~three months ended March 31, 2021 and 2020, respectively.~~periods presented above.

Note 12. Income Taxes

For the three months ended ~~March 31,~~September 30, 2021 and 2020, the Company recorded an income tax ~~benefit~~expense of ~~$321~~$676 on pre-tax ~~losses~~income from continuing operations of ~~$1,591~~$2,916 and an income tax benefit of ~~$58~~$13,742 on pre-tax ~~losses~~income from continuing operations of ~~$63,~~$2,836, respectively, for effective income tax rates of ~~20.2%~~23.2% and ~~92.1%~~(484.6 %), respectively. For the nine months ended September 30, 2021 and 2020, the Company recorded an income tax expense of $1,494 on pre-tax income from continuing operations of $5,318 and an income tax benefit of $11,698 on pre-tax income from continuing operations of $11,845, respectively, for effective income tax rates of 28.1% and (98.8 %), respectively. The Company’s effective tax rate for the ~~three months~~three- and nine-month periods ended ~~March 31,~~September 30, 2021 ~~differed~~differ from the federal statutory rate of 21% primarily due to state income taxes, nondeductible expenses, and research tax credits.

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Note 13. ~~Stock-based~~Stock-Based Compensation

The Company applies the provisions of the FASB’s Accounting Standards Codification (“ASC”) Topic 718, “Compensation – Stock Compensation,” to account for the Company’s stock-based compensation. Stock-based compensation cost is measured at the grant date based on the calculated fair value of the award and is recognized over the employees’ requisite service periods. The Company recorded stock-based compensation expense related to restricted stock awards and performance share units of ~~$827~~$587 and ~~$680~~$604 for the three months ended ~~March 31,~~September 30, 2021 and 2020, respectively, and expense of $1,800 and $1,842 for the nine months ended September 30, 2021 and 2020, respectively. As of ~~March 31,~~September 30, 2021, unrecognized compensation expense for unvested awards approximated ~~$5,883.~~$3,647. The Company expects to recognize this expense over the upcoming 43.4 years through February 2025.

Shares issued as a result of vested stock-based compensation awards generally will be from previously issued shares that have been reacquired by the Company and held as treasury stock or authorized and previously unissued common stock.

Restricted Stock Awards, Performance Share Units, and ~~Performance-based~~Performance-Based Stock Awards

Under the 2006 Omnibus Plan, the Company grants eligible employees restricted stock and performance share units. The forfeitable restricted stock awards granted generally time-vest ratably over a three-year period, unless indicated otherwise by the underlying restricted stock agreement. Since May 2018, awards of restricted stock have been subject to a minimum one-year vesting period, including those granted to non-employee directors. ~~Prior to May 2018, awards to non-employee directors were made in fully-vested shares.~~ Performance share units are offered annually under separate three-year long-term

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incentive programs. Performance share units are subject to forfeiture and will be converted into common stock of the Company based upon the Company’s performance relative to performance measures and conversion multiples, as defined in the underlying program. If the Company’s estimate of the number of performance share units expected to vest changes in a subsequent accounting period, cumulative compensation expense could increase or decrease. The change will be recognized in the current period for the vested shares and would change future expense over the remaining vesting period.

Since May 1, 2017, non-employee directors have been permitted to defer receipt of annual stock awards and equity elected to be received in lieu of quarterly cash compensation. If so elected, these deferred stock units will be issued as common stock six months after separation from their service on the Board of Directors. Since May 2018, no non-employee directors have elected the option to receive deferred stock units of the Company’s common stock in lieu of director cash compensation.

In February 2021, the Compensation Committee approved the 2021 Performance Share Unit Program and the Executive Annual Incentive Compensation Plan (consisting of cash and equity components). Also in February 2021, the Board of Directors approved a special performance-based stock retention program under the 2006 Omnibus Plan, whereby eligible executives could earn shares of Company common stock provided that the Company’s stock price achieves certain enumerated thirty-day average closing stock price hurdles over a five-year performance period. Any shares earned are payable no earlier than the third anniversary of the date of the grant. The program expires on February 28, 2026, after which date no shares may be earned or distributed.

The following table summarizes the restricted stock awards, deferred stock units, and performance share units activity for the ~~three~~nine months ended ~~March 31,~~September 30, 2021:

Restricted
Stock Deferred
Stock Units Performance
Share Units Weighted Average
Grant Date Fair Value
Outstanding as of December 31, 2020 171,934 66,136 150,022 $ 18.05
Granted 81,859 0 141,471 16.13
Vested (68,089) 0 (7,940) 19.08
Adjustment for incentive awards expected to vest 0 0 130 17.77
Outstanding as of March 31, 2021 185,704 66,136 283,684 $ 17.46


	Restricted Stock	Deferred Stock Units	Performance Share Units	Weighted Average Grant Date Fair Value
Outstanding as of December 31, 2020	171,934	66,136	150,022	$	18.05
Granted	111,337	8,814	147,367	15.92
Vested	(106,347)	—	(7,940)	19.08
Adjustment for incentive awards expected to vest	—	—	(66,323)	17.84
Cancelled and forfeited	(3,167)	—	(47,111)	16.46
Outstanding as of September 30, 2021	173,757	74,950	176,015	$	17.89

Note 14. Fair Value Measurements

The Company determines the fair value of assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The fair values are based on assumptions that market participants would use when pricing an asset or liability, including assumptions about risk and the risks inherent in valuation techniques and the inputs to valuations. The fair value hierarchy is based on whether the inputs to valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s own assumptions of what market participants would use. The fair value hierarchy includes three levels of inputs that may be used to measure fair value as described below:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

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Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

The classification of a financial asset or liability within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

Cash equivalents - Included in “Cash and cash equivalents” within the Condensed Consolidated Balance Sheets are investments in non-domestic term deposits. The carrying amounts approximate fair value because of the short maturity of the instruments.

LIBOR-based interest rate swaps - To reduce the impact of interest rate changes on outstanding variable-rate debt, the Company entered into forward starting LIBOR-based interest rate swaps with notional values totaling ~~$50,000.~~$50,000 and $20,000 effective February 2017 and March 2022, respectively. The fair value of the interest rate swaps is based on market-observable forward interest rates and represents the estimated amount that the Company would pay to terminate the agreements. As such, the swap agreements are classified as Level 2 within the fair value hierarchy. As of ~~March 31,~~September 30, 2021 and December 31, 2020, the interest rate swaps were recorded in “Other accrued liabilities” within the Condensed Consolidated Balance Sheets.

Fair Value Measurements at Reporting Date Fair Value Measurements at Reporting Date
March 31,
2021 Quoted Prices in Active Markets for Identical Assets
(Level 1) Significant Other Observable Inputs
(Level 2) Significant Unobservable Inputs
(Level 3) December 31,
2020 Quoted Prices in Active Markets for Identical Assets
(Level 1) Significant Other Observable Inputs
(Level 2) Significant Unobservable Inputs
(Level 3)
Term deposits $ 18 $ 18 $ 0 $ 0 $ 18 $ 18 $ 0 $ 0
Total assets $ 18 $ 18 $ 0 $ 0 $ 18 $ 18 $ 0 $ 0
Interest rate swaps $ 863 $ 0 $ 863 $ 0 $ 1,097 $ 0 $ 1,097 $ 0
Total liabilities $ 863 $ 0 $ 863 $ 0 $ 1,097 $ 0 $ 1,097 $ 0

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	Fair Value Measurements at Reporting Date								Fair Value Measurements at Reporting Date
	September 30, 2021		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		December 31, 2020		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Term deposits	$	18	$	18	$	—	$	—	$	18	$	18	$	—	$	—

Total assets	$	18	$	18	$	—	$	—	$	18	$	18	$	—	$	—
Interest rate swaps	$	445	$	—	$	445	$	—	$	1,097	$	—	$	1,097	$	—
Total liabilities	$	445	$	—	$	445	$	—	$	1,097	$	—	$	1,097	$	—

The $20,000 interest rate swaps that become effective March 2022 are accounted for as cash flow hedges and the objective of the hedges is to offset the expected interest variability on payments associated with the interest rate on our debt. The gains and losses related to the interest rate swaps are reclassified from “Accumulated other comprehensive loss” in our Condensed Consolidated Balance Sheets and included in “Interest expense - net” in our Condensed Consolidated Statements of Operations as the interest expense from our debt is recognized.

Prior to the third quarter of 2020, the Company ~~had~~ accounted for the $50,000 of interest rate swaps that became effective February 2017 as cash flow hedges and the objective of the hedges is to offset the expected interest variability on payments associated with the interest rate on its debt. ~~The~~In the third quarter of 2020, the Company ~~de-designated its~~dedesignated the cash flow hedges and now accounts for ~~all existing and future~~the $50,000 interest rate swaps on a mark-to-market basis with changes in fair value recorded in current period earnings. In connection with this ~~de-designation,~~dedesignation, the Company froze the balances recorded in “Accumulated other comprehensive loss” at June 30, 2020 and reclassifies balances to earnings as the underlying physical transactions occur, unless it is no longer probable that the physical transaction will occur at which time the related gains deferred in Other Comprehensive Income will be immediately recorded in earnings. The gains and losses related to the interest rate swaps are reclassified from “Accumulated other comprehensive loss” in the Condensed Consolidated Balance Sheets and included in “Interest expense - net” in the Condensed Consolidated Statements of Operations as the interest expense from the Company’s debt is recognized.

For the three months ended ~~March 31,~~September 30, 2021 and 2020, wethe Company recognized interest expense of ~~$235~~$244 and ~~$73,~~$178, respectively, and for the nine months ended September 30, 2021 and 2020, the Company recognized interest expense of $724 and $468, respectively, from interest rate swaps.

In accordance with the provisions of ASC Topic 820, “Fair Value Measurement,” the Company measures certain nonfinancial assets and liabilities at fair value, which are recognized and disclosed on a nonrecurring basis.

Note 15. Retirement Plans

Retirement Plans

The Company has 3 retirement plans that cover its hourly and salaried employees in the United States: 1 defined benefit plan, which is frozen, and 2 defined contribution plans. Employees are eligible to participate in the appropriate plan based on employment classification. The Company’s contributions to the defined benefit and defined contribution plans are governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the Company’s policy and investment guidelines applicable to each respective plan. The Company’s policy is to contribute at least the minimum in accordance with the funding standards of ERISA.

The Company maintains 2 defined contribution plans for its employees in Canada, as well as 1 post-retirement benefit plan. The Company also maintains 2 defined contribution plans and 1 defined benefit plan for its employees in the United Kingdom.

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United States Defined Benefit Plan

Net periodic pension costs for the United States defined benefit pension plan for the three and nine months ended ~~March 31,~~September 30, 2021 and 2020 were as follows:


		Three Months Ended March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020				2021		2020		2021		2020

Interest cost	Interest cost	$	43	$	56		Interest cost	$	43	$	56	$	129	$	168
Expected return on plan assets	Expected return on plan assets	(62)		(58)			Expected return on plan assets	(62)		(58)		(185)		(173)
Recognized net actuarial loss	Recognized net actuarial loss	25		13			Recognized net actuarial loss	25		13		74		40
Net periodic pension cost	Net periodic pension cost	$	6	$	11		Net periodic pension cost	$	6	$	11	$	18	$	35

The Company has made contributions to its United States defined benefit pension plan of $300 during the ~~three~~nine months ended ~~March 31,~~September 30, 2021 and expects to make total contributions of ~~$500~~$420 during 2021.

United Kingdom Defined Benefit Plan

Net periodic pension costs for the United Kingdom defined benefit pension plan for the three and nine months ended ~~March 31,~~September 30, 2021 and 2020 were as follows:


		Three Months Ended March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020				2021		2020		2021		2020
Interest cost	Interest cost	$	28	$	44		Interest cost	$	28	$	43	$	84	$	129
Expected return on plan assets	Expected return on plan assets	(65)		(59)			Expected return on plan assets	(65)		(59)		(195)		(177)
Amortization of prior service costs and transition amount	Amortization of prior service costs and transition amount	7		6			Amortization of prior service costs and transition amount	7		6		21		18
Recognized net actuarial loss	Recognized net actuarial loss	83		64			Recognized net actuarial loss	83		63		249		189
Net periodic pension cost	Net periodic pension cost	$	53	$	55		Net periodic pension cost	$	53	$	53	$	159	$	159

United Kingdom regulations require trustees to adopt a prudent approach to funding required contributions to defined benefit pension plans. For the ~~three~~nine months ended ~~March 31,~~September 30, 2021, the Company contributed approximately ~~$85~~$255 to the plan. The Company anticipates total contributions of approximately ~~$340~~$341 to the United Kingdom pension plan during 2021.

Defined Contribution Plans

The Company sponsors 6 defined contribution plans for hourly and salaried employees across its domestic and international facilities. The following table summarizes the expense associated with the contributions made to these plans for the periods presented:

Three Months Ended
March 31,
2021 2020
United States $ 364 $ (138)
Canada 46 39
United Kingdom 119 111
$ 529 $ 12


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
United States	$	400	$	346	$	1,172	$	558
Canada	33		25		119		93
United Kingdom	131		111		386		321
	$	564	$	482	$	1,677	$	972

Note 16. Commitments and Contingent Liabilities

Product Liability Claims

The Company is subject to product warranty claims that arise in the ordinary course of its business. For certain manufactured products, the Company maintains a product warranty accrual, which is adjusted on a monthly basis as a percentage of cost of sales. In addition, the product warranty accrual is adjusted periodically based on the identification or resolution of known individual product warranty claims.

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The following table sets forth the Company’s product warranty accrual:


	Warranty Liability
Balance as of December 31, 2020	$	1,249
Additions to warranty liability	~~110~~411
Warranty liability utilized	~~(92)~~(783)
Balance as of ~~March 31,~~September 30, 2021	$	~~1,267~~877

Union Pacific Railroad (“UPRR”) Concrete Tie Matter

On March 13, 2019, the Company and its subsidiary, CXT Incorporated (“CXT”), entered into a Settlement Agreement (the “Settlement Agreement”) with UPRR to resolve the pending litigation in the matter of Union Pacific Railroad Company v. L.B. Foster Company and CXT Incorporated, Case No. CI 15-564, in the District Court for Douglas County, Nebraska.

Under the Settlement Agreement, the Company and CXT will pay UPRR the aggregate amount of $50,000 without pre-judgment interest, which began with a $2,000 immediate payment, and with the remaining $48,000 paid in installments over a six-year period commencing on the effective date of the Settlement Agreement through December 2024 pursuant to a Promissory Note. Additionally, commencing in January 2019 and through December 2024, UPRR agreed to purchase and has been purchasing from the Company and its subsidiaries and affiliates, a cumulative total amount of $48,000 of products and services, targeting $8,000 of annual purchases per year beginning March 13, 2019 per letters of intent under the Settlement Agreement. During the third quarter of 2021, in connection with the Company’s divestiture of its Piling Products division, the targeted annual purchases per year have been reduced to $6,000 for 2021 through 2024. The Settlement Agreement also includes a mutual release of all claims and liability regarding or relating to all CXT pre-stressed concrete railroad ties with no admission of liability and dismissal of the litigation with prejudice.

The expected payments under the UPRR Settlement Agreement for the remainder of the year ending December 31, 2021 and thereafter are as follows:


Year Ending December 31,	Year Ending December 31,			Year Ending December 31,
Remainder of 2021	Remainder of 2021	$	8,000	Remainder of 2021	$	4,000
2022	2022	8,000		2022	8,000
2023	2023	8,000		2023	8,000
2024	2024	8,000		2024	8,000

Total	Total	$	32,000	Total	$	28,000

Environmental and Legal Proceedings

The Company is subject to national, state, foreign, provincial, and/or local laws and regulations relating to the protection of the environment. The Company’s efforts to comply with environmental regulations may have an adverse effect on its future earnings.

On June 5, 2017, a General Notice Letter was received from the United States Environmental Protection Agency (“EPA”) indicating that the Company may be a potentially responsible party (“PRP”) regarding the Portland Harbor Superfund Site cleanup along with numerous other companies. More than 140 other companies received such a notice. The Company and a predecessor owned and operated a facility near the harbor site for a period prior to 1982. The net present value and undiscounted costs of the selected remedy throughout the harbor site are estimated by the EPA to be approximately $1.1 billion and $1.7 billion, respectively, and the remedial work is expected to take as long as 13 years to complete. These costs may increase given that the remedy will not be initiated or completed for several years. The Company is reviewing the basis for its identification by the EPA and the nature of the historic operations of a Company predecessor near the site. Additionally, the Company executed a PRP agreement which provides for a private allocation process among almost 100 PRPs in a working group whose work is ongoing. On March 26, 2020, the EPA issued a Unilateral Administrative Order to two parties requiring them to perform remedial design work for that portion of the Harbor Superfund Site that includes the area closest to the facility; the Company was not a recipient of this Unilateral Administrative Order. The Company cannot predict the ultimate impact of these proceedings because of the large number of PRPs involved throughout the harbor site, the size and extent of the site, the degree of contamination of various wastes, varying environmental impacts throughout the harbor site, the scarcity of data related to the facility once operated by the Company and a predecessor, potential comparative liability between the allocation parties and regarding non-participants, and the speculative nature of the remediation costs. Based upon information currently available, management does not believe that the Company’s alleged PRP status regarding the Portland Harbor Superfund Site or other compliance with the present environmental protection laws will have a material adverse effect on the financial condition, results of operations, cash flows, competitive position, or capital expenditures of the Company. As more information develops and the allocation process is completed, and given the resolution of factors like those described above, an unfavorable resolution could have a material adverse effect.

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As of ~~March 31,~~September 30, 2021 and December 31, 2020, the Company maintained environmental reserves approximating ~~$2,545~~$2,481 and $2,562, respectively. The following table sets forth the Company’s environmental obligation:


	Environmental liability
Balance as of December 31, 2020	$	2,562

Environmental obligations utilized	~~(17)~~(81)
Balance as of ~~March 31,~~September 30, 2021	$	~~2,545~~2,481

The Company is also subject to other legal proceedings and claims that arise in the ordinary course of its business. Legal actions are subject to inherent uncertainties, and future events could change management’s assessment of the probability or estimated amount of potential losses from pending or threatened legal actions. Based on available information, it is the opinion of management that the ultimate resolution of pending or threatened legal actions, both individually and in the aggregate, will not result in losses having a material adverse effect on the Company’s financial position or liquidity as of ~~March 31,~~September 30, 2021.

If management believes that, based on available information, it is at least reasonably possible that a material loss (or additional material loss in excess of any accrual) will be incurred in connection with any legal actions, the Company discloses an estimate of the possible loss or range of loss, either individually or in the aggregate, as appropriate, if such an estimate can be made, or discloses that an estimate cannot be made. Based on the Company’s assessment as of ~~March 31,~~September 30, 2021, no such disclosures were considered necessary.

Note 17. Subsequent Events

During the fourth quarter of 2021, the Company implemented operational changes in how its CODM manages its businesses, including resource allocation and operating decisions. As a result of these changes, the Company is assessing its segment presentation. The Company will reflect changes to its operating segment disclosures, if any, in its Annual Report on Form 10-K for the year ending December 31, 2021.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Dollars in thousands, except share data)

Forward-Looking Statements

This Quarterly Report on Form 10-Q 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” (“MD&A”). Forward-looking statements provide management’s current expectations of future events based on certain assumptions and 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 Quarterly Report on Form 10-Q 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-looking statements are risks and uncertainties related to: the COVID-19 pandemic, including the impact of any worsening of the pandemic, or the emergence of new variants of the virus, on our financial condition or results of operations, and any future global health crises, and the related social, regulatory, and economic impacts and the response thereto by the Company, our employees, our customers, and national, state, or local ~~governments; a continued deterioration~~governments, including vaccine mandates; volatility in the prices of oil and natural gas and the related impact on the upstream and midstream energy ~~markets;~~markets, which could result in further cost mitigation actions, including additional shutdowns or furlough periods; a continuation or worsening of the adverse economic conditions in the markets we serve, whether as a result of the current COVID-19 pandemic, including its impact on travel and demand for oil and gas, the ~~continued deterioration~~volatility in the prices for oil and gas, governmental travel restrictions, project delays, and budget shortfalls, or otherwise; volatility in the global capital markets, including interest rate fluctuations, which could adversely affect our ability to access the capital markets on terms that are favorable to us; restrictions on our ability to draw on our credit agreement, including as a result of any future inability to comply with restrictive covenants contained therein; a continuing decrease in freight or transit rail traffic, including as a result of the COVID-19 pandemic; environmental matters, including any costs associated with any remediation and monitoring; the risk of doing business in international markets, including compliance with anti-corruption and bribery laws, foreign currency fluctuations and inflation, and trade restrictions or embargoes; our ability to effectuate our strategy, including cost reduction initiatives, and our ability to effectively integrate acquired businesses or to divest businesses, such as the third quarter of 2021 disposition of the Piling Products business, 2020 disposition of the IOS Test and Inspection Services business and acquisition of the LarKen Precast ~~LLC~~business, and to realize anticipated benefits; costs of and impacts associated with shareholder activism; continued customer restrictions regarding the on-site presence of third party providers due to the COVID-19 pandemic; the timeliness and availability of materials from our major suppliers, including any continuation or worsening of the disruptions in the supply chain experienced as a result of the COVID-19 pandemic, as well as the impact on our access to supplies of customer preferences as to the origin of such supplies, such as customers’ concerns about conflict minerals; labor disputes; cyber-security risks such as data security breaches, malware, ransomware, “hacking,” and identity theft, including as experienced in 2020, which could disrupt our business and may result in misuse or misappropriation of confidential or proprietary information, and could result in the significant disruption or damage to our systems, increased costs and losses, or an adverse effect to our reputation; the effectiveness of our continued implementation of an enterprise resource planning system; changes in current accounting estimates and their ultimate outcomes; the adequacy of internal and external sources of funds to meet financing needs, including our ability to negotiate any additional necessary amendments to our credit agreement or the terms of any new credit agreement, and reforms regarding the use of LIBOR as a benchmark for establishing applicable interest rates; the Company’s ability to manage its working capital requirements and indebtedness; domestic and international taxes, including estimates that may impact taxes; domestic and foreign government regulations, including tariffs; economic conditions and regulatory changes caused by the United Kingdom’s exit from the European Union; a lack of state or federal funding for new infrastructure projects; an increase in manufacturing or material costs; the loss of future revenues from current customers; and risks inherent in litigation and the outcome of litigation and product warranty claims. Should one or more of these risks or uncertainties materialize, or should the assumptions underlying the forward-looking statements prove incorrect, actual outcomes could vary materially from those indicated. Significant risks and uncertainties that may affect the operations, performance, and results of the Company’s business and forward-looking statements include, but are not limited to, those set forth under Item 1A, “Risk Factors,” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2020, or as updated and/or amended by our other current or periodic filings with the Securities and Exchange Commission.

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The forward-looking statements in this report are made as of the date of this report and we assume no obligation to update or revise any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by the federal securities laws.

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General Overview and Business Update

L.B. Foster Company (“Company”) provides products and services for the rail industry and solutions to support critical infrastructure projects. The Company’s innovative engineering and product development solutions ~~inspire~~address the safety, reliability, and performance of its customers’ challenging requirements. The Company maintains locations in North America, South America, Europe, and Asia. The Company is organized and operates in two business segments: Rail Technologies and Services (“Rail”) and Infrastructure Solutions. The Rail segment is comprised of several manufacturing and distribution businesses that provide a variety of products and services for freight and passenger railroads and industrial companies throughout the world. The Infrastructure Solutions segment is composed of precast concrete products, ~~piling,~~ fabricated bridge, protective coating, threading, and precision measurement offerings across North America.

~~Results~~On September 24, 2021, the Company executed the sale of its Piling Products division for $23,902 in total expected proceeds. The Company retained all pre-closing receivables and liabilities associated with the division. The sale included substantially all inventory held by the Company associated with the division, as well as the related fixed assets. The Piling Products division was included in the Fabricated Steel business unit within the Infrastructure Solutions business segment. The Piling Products division revenues were $16,310 and $14,823 for the ~~quarter~~three months ended ~~March 31,~~September 30, 2021 ~~reflect~~and 2020, respectively, and $59,201 and $45,882 for the ~~continued deferral of projects by the midstream pipeline markets for protective coatings~~nine months ended September 30, 2021 and measurement systems. In addition, the pandemic-related working restrictions imposed in certain areas, particularly in the United Kingdom, has kept the Company from converting more backlog to sales revenue during the quarter. Conversely, the Company did experience some favorable impacts from the dissipation of some pandemic restrictions, most notably in sales of friction management consumables, which benefited from increased rail traffic as COVID restrictions were eased. The Precast Concrete Products and Fabricated Steel Products businesses also experienced favorable sales results during the current quarter.2020, respectively.

~~The first quarter has historically been the Company’s weakest quarter due to the seasonality of several of its divisions.~~ Net sales for the ~~first~~third quarter of 2021 were ~~$116,080, a $5,827 decrease,~~$130,053, an $11,688 increase, or ~~4.8%~~9.9%, compared to the prior year quarter. The sales ~~decrease~~increase was primarily attributable to ~~both of~~ the Company’s ~~segments, with the~~ Rail ~~and Infrastructure Solutions segments declining~~segment, which increased by ~~5.7% and 3.6%, respectively, from~~15.6% over the prior year quarter. The ~~$3,972 decline~~$9,954 increase in the Rail segment was attributable to an increase in rail distribution sales in the Rail Products business unit ~~due to~~during the ~~timing~~quarter, coupled with an increase in revenues in the Company’s European operations as a result of ~~deliveries and customer delays, including certain projects~~increased service revenue following easing of pandemic related restrictions in that ~~did not ship due to poor weather.~~region. The ~~$1,855 decline~~$1,734 increase in the Infrastructure Solutions segment was ~~wholly~~ attributable to increases in both its Precast Concrete Products and Fabricated Steel Products business units, partially offset by the Coatings and Measurement business unit, which continues to face a challenging environment in the midstream energy market due to excess infrastructure pipeline capacity. The decrease in Infrastructure Solutions was partially offset by revenue increases in both its Precast Concrete Products and Fabricated Steel Products business units. These divisions have increased backlog as demand for their products and services was increasing with greater activity among general infrastructure projects.

Gross profit for the ~~first~~third quarter of 2021 was ~~$18,830,~~$22,276, a ~~$4,292 decrease,~~$215 increase, or ~~18.6%~~1.0%, from the prior year quarter. The 17.1% consolidated gross profit margin ~~of 16.2%~~ decreased by ~~280~~150 basis points when compared to the prior year quarter, with the decline attributable to both segments. Gross profit increased in the ~~Infrastructure Solutions segment.~~Rail segment by $971, driven by the $9,954 increase in revenues. The 140 basis point decline in gross profit margin in the Rail segment was primarily attributable to product mix in its Rail Technologies business unit during the quarter. In the Infrastructure Solutions segment, gross profit declined from the prior year quarter by ~~$4,605,~~$756, primarily driven by the ~~decline~~decrease in revenues in the Coatings and Measurement business line. Infrastructure ~~Solution’s~~Solution gross profit margin was down ~~850~~180 basis points compared to last year’s ~~first~~third quarter. Gross profit increased in the Rail segment by $313, driven by the 150 basis point improvement in gross profit margin due primarily to increases in friction management consumable sales within the Rail Technologies business unit.

Selling and administrative expenses in the ~~first~~third quarter of 2021 ~~decreased~~increased by ~~$2,311,~~$2,990, or ~~11.4%~~17.5%, from the prior year quarter, primarily driven by ~~decreases~~increases in personnel related costs, including travel and entertainment expenses, ~~of $1,783.~~as well as costs associated with the Company’s strategic initiatives. Selling and administrative expenses as a percent of net sales ~~decreased to 15.5%, down 120~~increased by 100 basis points from the prior year ~~quarter.~~quarter to 15.4%.

Net ~~loss~~income from continuing operations for the ~~first~~third quarter of 2021 was ~~$1,270,~~$2,240, or ~~$0.12~~$0.21 per diluted share, a reduction of ~~$1,265,~~$14,338, or ~~$0.12~~$1.35 per diluted share, from the prior year quarter. The third quarter of 2021 was favorably impacted by a gain of $2,046, net of tax, on the sale of the Piling Products division. The prior year quarter was favorably impacted by a non-recurring income tax benefit of $15,824 resulting from the sale of the IOS Test and Inspection Services business.

~~Backlog in the first quarter~~The Company’s consolidated backlog was $231,726 as of September 30, 2021, ~~increased by 16.5% for the Infrastructure Solutions segment and 12.4% for the Rail segment compared to~~a decrease of $3,464, or 1.5%, from the prior year period. The divestiture of the Piling Products business unit during the quarter resulted in a $23,890 decline in backlog versus last year. This increase highlights the ongoing spending in the infrastructure markets served by these two segments despite pockets of weakness associated with traffic volume and delays in certain transportation related projects due to the pandemic, and the ongoing challenges experienced by the midstream energy market.

~~The Infrastructure Solutions segment~~ backlog ~~increase~~decline was ~~driven~~partially offset by a ~~strong quarter of order activity~~$20,867 increase in the Precast Concrete Products business ~~line coupled with steady order activity in the Fabricated Steel Products business. These business lines saw key projects drive growth in the segment’s backlog, as it increased sequentially~~unit, which continues to benefit from ~~December 31, 2020 by $22,482, or 17.7%.~~infrastructure investment. The ~~backlog for bridge decking~~current inflationary cost environment, including labor rates, is expected to continue to ~~result~~put pressure on margins across our businesses, particularly in ~~production rates at near capacity levels. The~~the Precast Concrete Products ~~business line~~and Fabricated Steel Products businesses. Actions to mitigate these impacts as much as possible are on going. In addition, the Company continues to ~~benefit from new infrastructure~~take proactive steps to manage disruptions in ~~the regions that the Company serves. While this business depends on municipal, state,~~raw materials, labor, supply chain, service partner, and ~~federal spending for certain programs that may experience budget pressures, these programs could benefit from continued government spending on infrastructure and economic stimulus efforts related~~other lingering COVID-related effects in an attempt to ~~civil construction projects, including projects funded by the Great American Outdoors Act, which was signed into law on August 4, 2020.~~mitigate their adverse impact as much as possible. The Coatings and Measurement business line continues to be affected by the ~~on-going~~ongoing deferral of infrastructure investment in the midstream pipeline ~~markets. Due to a significant decline in order activity~~markets despite rising energy prices. Certain areas of this business have experienced some modest improvement in the ~~Coatings and Measurement business line, its~~current quarter with backlog ~~is down~~increasing by ~~$19,553~~$4,056 compared to ~~March 31, 2020, partially offsetting~~September 30, 2020. However, demand levels remain depressed compared to historical levels as pipeline projects continue to be deferred, and the ~~aggregate increase in~~outlook for this business unit remains weak for the ~~Infrastructure Solutions backlog of $21,153 year-over-year.~~

foreseeable future. The Company will continue to adjust the cost

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~~The primary driver~~structure of ~~the year-over-year improvement of $13,551 in backlog in~~this business as appropriate to mitigate these negative market conditions as much as possible. While the Rail ~~segment was~~segment’s backlog increased modestly year-over-year by $756 driven by increases in the Rail Products business ~~line,~~unit, new orders for this segment increased by 22.6% compared to the prior year quarter. Global ridership has improved, but levels remain depressed and well below pre-pandemic levels, a ~~portion of~~trend which is ~~attributable~~expected to continue to adversely impact the timing of deliveries and customer delays. The Rail segment is anticipating further recovery in its Rail Technologies business line, particularly products and services related to its operations in the United Kingdom, barring any new COVID-19 restrictive measures. Also, while ridership levels and rail traffic volumes have not yet recovered to pre-pandemic levels, they have improved during the quarter. The Company expects this to result in an increase in the volume of itsCompany’s friction management consumable sales, ~~going forward if this trend continues. In addition, recently passed U.S. federal legislation includes significant funding for transit agencies, including Amtrak, that~~particularly in international markets. However, the Company ~~serves; these measures should help to bridge substantial funding gaps that those entities were facing. The~~is maintaining its optimistic outlook regarding longer-term trends in the North American ~~Rescue Plan Act of 2021, which was signed into law on March 11, 2021, provides $30.0 billion in support of~~freight and transit ~~agencies,~~markets given supply chain and transportation needs coupled with ~~an incremental $1.5 billion in funding for Amtrak.~~government-subsidized investment expected.

The ~~Company’s consolidated backlog stood at $271,944 as of March 31, 2021, an increase of $23,712, or 9.6%, from December 31, 2020, and an increase of $34,704, or 14.6%, over the prior year period. The~~ Company expects ~~that railway and general infrastructure projects to~~its businesses will continue to ~~move forward,~~directly benefit from infrastructure investment activity, particularly if a U.S. Federal infrastructure bill is passed by Congress. Additionally, with the proceeds from the Piling Products division divestiture coupled with the additional flexibility and capacity resulting from its recently amended credit agreement, the Company ~~expects less disruption from pandemic-related issues as the year progresses. Railway traffic volume~~believes that it has significant funding capacity to execute on organic and ~~an increase~~acquisitive growth opportunities in ~~on-site service-related activity is expected to have a favorable impact on consumable sales~~2022 and service-related revenue. The served midstream energy market has longer-term projects associated with it, and certain of these projects are expected to continue based on projected needs once the market returns to a more historically normalized volume level. However, the Coatings and Measurement business line is expected to remain weak for the foreseeable future, and still poses a significant challenge as the Company strives to reach pre-pandemic profit levels. There could be additional shutdowns or furlough periods in the Coatings and Measurement business line if order rates do not improve in the coming months. Despite the headwinds driven by the midstream market, the combination of a strong backlog and an improving macroeconomic outlook and operating environment support the Company’s expectations for a strong sequential increase in sales from the first quarter to the second quarter of 2021 accompanied by increasing profitability. Gross profit margins are expected to improve as sales on certain consumables and service work return, and leverage on operating cost is realized. Selling and administrative expenses should leverage favorably with the increase in sales, although absolute spending levels are expected to increase over the first quarter as more normal commercial and operating activities return.

beyond.

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Results of the Quarter


		Three Months Ended March 31,				Percent Increase/ (Decrease)		Percent of Total Net Sales Three Months Ended March 31,					Three Months Ended September 30,				Percent Increase/ (Decrease)		Percent of Total Net Sales Three Months Ended September 30,
		2021		2020		2021 vs. 2020		2021		2020			2021		2020		2021 vs. 2020		2021		2020
Net Sales:	Net Sales:											Net Sales:
Rail Technologies and Services	Rail Technologies and Services	$	66,232	$	70,204	(5.7)	%	57.1	%	57.6	%	Rail Technologies and Services	$	73,942	$	63,988	15.6	%	56.9	%	54.1	%
Infrastructure Solutions	Infrastructure Solutions	49,848		51,703		(3.6)		42.9		42.4		Infrastructure Solutions	56,111		54,377		3.2		43.1		45.9

Total net sales	Total net sales	$	116,080	$	121,907	(4.8)	%	100.0	%	100.0	%	Total net sales	$	130,053	$	118,365	9.9	%	100.0	%	100.0	%

		Three Months Ended March 31,				Percent Increase/ (Decrease)		Gross Profit Percentage Three Months Ended March 31,					Three Months Ended September 30,				Percent Increase/ (Decrease)		Gross Profit Percentage Three Months Ended September 30,
		2021		2020		2021 vs. 2020		2021		2020			2021		2020		2021 vs. 2020		2021		2020
Gross Profit:	Gross Profit:											Gross Profit:
Rail Technologies and Services	Rail Technologies and Services	$	12,805	$	12,492	2.5	%	19.3	%	17.8	%	Rail Technologies and Services	$	13,928	$	12,957	7.5	%	18.8	%	20.2	%
Infrastructure Solutions	Infrastructure Solutions	6,025		10,630		(43.3)		12.1		20.6		Infrastructure Solutions	8,348		9,104		(8.3)		14.9		16.7

Total gross profit	Total gross profit	$	18,830	$	23,122	(18.6)	%	16.2	%	19.0	%	Total gross profit	$	22,276	$	22,061	1.0	%	17.1	%	18.6	%

		Three Months Ended March 31,				Percent Increase/ (Decrease)		Percent of Total Net Sales Three Months Ended March 31,					Three Months Ended September 30,				Percent Increase/ (Decrease)		Percent of Total Net Sales Three Months Ended September 30,
		2021		2020		2021 vs. 2020		2021		2020			2021		2020		2021 vs. 2020		2021		2020
Expenses:	Expenses:											Expenses:
Selling and administrative expenses	Selling and administrative expenses	$	18,026	$	20,337	(11.4)	%	15.5	%	16.7	%	Selling and administrative expenses	$	20,056	$	17,066	17.5	%	15.4	%	14.4	%
Amortization expense	Amortization expense	1,465		1,430		2.4		1.3		1.2		Amortization expense	1,462		1,428		2.4		1.1		1.2

Interest expense - net	Interest expense - net	871		812		7.3		0.8		0.7		Interest expense - net	722		940		(23.2)		0.6		0.8

Other expense - net		59		606		(90.3)		0.1		0.5
Other income - net												Other income - net	(2,880)		(209)		**		(2.2)		(0.2)

Loss from continuing operations before income taxes		$	(1,591)	$	(63)	**		(1.4)	%	(0.1)	%
Income tax benefit		(321)		(58)		**		(0.3)		0.0
Loss from continuing operations		$	(1,270)	$	(5)	**		(1.1)	%	0.0	%
Income from continuing operations before income taxes												Income from continuing operations before income taxes	$	2,916	$	2,836	2.8	%	2.2	%	2.4	%
Income tax expense (benefit)												Income tax expense (benefit)	676		(13,742)		104.9		0.5		(11.6)
Income from continuing operations												Income from continuing operations	$	2,240	$	16,578	(86.5	%)	1.7	%	14.0	%
Net loss attributable to noncontrolling interest	Net loss attributable to noncontrolling interest	(12)		—		**		0.0		—		Net loss attributable to noncontrolling interest	(30)		—		**		(0.0)		—
Loss from continuing operations attributable to L.B. Foster Company		$	(1,258)	$	(5)	**		(1.1)	%	0.0	%
Income from continuing operations attributable to L.B. Foster Company												Income from continuing operations attributable to L.B. Foster Company	$	2,270	$	16,578	(86.3	%)	1.7	%	14.0	%

** Results of the calculation are not considered meaningful for presentation purposes.

~~First~~Third Quarter 2021 Compared to ~~First~~Third Quarter 2020 – Company Analysis

Net sales of ~~$116,080~~$130,053 for the three months ended ~~March 31,~~September 30, 2021 ~~decreased~~increased by ~~$5,827,~~$11,688, or ~~4.8%~~9.9%, compared to the prior year quarter. The ~~decline~~sales growth was attributable to ~~reductions within both of the segments, due~~a $9,954, or 15.6%, increase in ~~part to disruptions, which include weather related delays and continued pandemic safety precautions across each of the segments. Sales for~~ the Rail Technologies and Services segment ~~decreased by 5.7%~~ and an increase in the Infrastructure Solutions segment ~~decreased~~of $1,734, or 3.2%. The increased sales were driven by ~~3.6%.~~new rail delivery volume, easing of pandemic restrictions in the U.K. leading to an uptick in operational activity, and increased demand in our Fabricated Steel Products and Precast Concrete Products business units.

Gross profit ~~decreased~~increased by ~~$4,292~~$215 compared to the prior year quarter to ~~$18,830~~$22,276 for the three months ended ~~March 31,~~September 30, 2021. The ~~decline~~increase in gross profit was attributable to the Rail Technologies and Services segment, which increased by 7.5% over the prior year quarter. The increase was partially offset by Infrastructure Solutions segment, which decreased by ~~43.3%~~8.3%, driven primarily by the year-over-year decline in ~~revenues~~sales in the Coatings and Measurement business ~~line. This was partially offset by the Rail Technologies and Services segment’s gross profit, which increased by 2.5%.~~unit. Gross profit margin for the three months ended ~~March 31,~~September 30, 2021 was ~~16.2%~~17.1%, or ~~280~~150 basis points (“bps”) lower than the prior year quarter, ~~due to Infrastructure Solutions.~~realized in both segments.

Selling and administrative expenses ~~decreased~~increased by ~~$2,311,~~$2,990, or ~~11.4%~~17.5%, compared to the prior year quarter. The ~~decrease~~increase in expense was primarily driven by ~~reductions~~an increase of $1,698 in personnel ~~related~~ expenses, including travel and entertainment, and $898 in third-party professional service expenses ~~of $1,783, due in part~~primarily related to ~~cost containment measures across~~ the ~~Company.~~Company’s strategic initiatives. As a percent of sales, selling and administrative expenses ~~decreased 120~~increased by 100 bps compared to the prior year ~~quarter, despite the 4.8% reduction in sales.~~quarter. Other ~~expenses~~income - net ~~was reduced~~increased by ~~$547, or 90.3%,~~$2,671 compared to the prior year quarter, ~~primarily from non-routine relocation and restructuring charges~~due to the $2,741 gain on sale of ~~$677 incurred~~the Piling Products division in the ~~prior~~current year quarter.

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The Company’s effective income tax rate for the three months ended ~~March 31,~~September 30, 2021 was ~~20.2%~~23.2%, compared to ~~92.1%~~(484.6 %) in the prior year quarter. The Company’s effective income tax rate for the quarter ended ~~March 31,~~September 30, 2021 differed from the federal statutory rate of 21% primarily due to state income taxes, nondeductible expenses, and research tax credits. The Company's effective income tax rate for the three months ended September 30, 2020 included a discrete income tax benefit of $15,824 related to the disposition of the Test and Inspection Services business.

Net ~~loss~~income from continuing operations for the ~~first~~third quarter of 2021 was ~~$1,270,~~$2,240, or ~~$0.12~~$0.21 per diluted share, compared to ~~$5,~~$16,578, or ~~less than $0.01~~$1.56 per diluted share, in the prior year quarter.

The Company believes that March sales patterns as well as orders and backlog activity could be indicative of portions of the segment beginning to rebound from pandemic-related conditions. This potential rebound could be further supporteddecrease was driven by ~~favorable anticipated infrastructure spending trends as well as new and prospective legislation that could drive positive conditions and~~ increases in ~~demand~~selling and administrative expense and the discrete income tax benefit realized in ~~markets served as 2021 continues to progress.~~

the prior year quarter.

Results of Operations – Segment Analysis

Rail Technologies and Services


		Three Months Ended March 31,						(Decrease)/Increase			Percent (Decrease)/Increase			Three Months Ended September 30,						Increase/(Decrease)			Percent Increase/(Decrease)
		2021			2020			2021 vs. 2020			2021 vs. 2020			2021			2020			2021 vs. 2020			2021 vs. 2020
Net sales	Net sales	$	66,232		$	70,204		$	(3,972)		(5.7)	%	Net sales	$	73,942		$	63,988		$	9,954		15.6	%
Gross profit	Gross profit	$	12,805		$	12,492		$	313		2.5	%	Gross profit	$	13,928		$	12,957		$	971		7.5	%
Gross profit percentage	Gross profit percentage	19.3		%	17.8		%	1.5		%	8.7	%	Gross profit percentage	18.8		%	20.2		%	(1.4		%)	(7.0	%)
Segment profit	Segment profit	$	2,532		$	1,171		$	1,361		116.2	%	Segment profit	$	3,555		$	3,742		$	(187)		(5.0	%)
Segment profit percentage	Segment profit percentage	3.8		%	1.7		%	2.1		%	123.5	%	Segment profit percentage	4.8		%	5.8		%	(1.0		%)	(17.2	%)

~~First~~Third Quarter 2021 Compared to ~~First~~Third Quarter 2020

The Rail Technologies and Services segment sales for the three months ended ~~March 31,~~September 30, 2021 ~~decreased~~increased by ~~$3,972,~~$9,954, or ~~5.7%~~15.6%, compared to the prior year quarter. The increase in sales ~~decline~~ was ~~primarily~~ driven by both the Rail Products and Rail Technologies business units, which increased by $7,853, or 19.4%, and $2,101, or 8.9%, respectively, from the prior year quarter. The increase in the Rail Products business ~~unit, which decreased~~line was driven by ~~$4,091, or 8.5%, due primarily to~~ the ~~timing of deliveries and customer and weather-related delays. Partially offsetting~~increase in rail distribution sales, while the ~~sales decline was~~increase in the Rail Technologies business ~~which increased by $117, or 0.5%, from the prior year. This~~unit was ~~primarily~~ related to increases in our European operations attributable to increased contract service revenue following the easing of pandemic related restrictions, as well as an increase in ~~demand for our~~North American friction management ~~consumables and services resulting~~sales stemming from ~~increased rail traffic as certain COVID-19 restrictions were eased. The Company was pleased with the strong sales volumes~~a modest recovery in ~~the month of March leading into the second quarter, which accounted for 48.0% of overall segment revenue for the first quarter.~~markets served.

The Rail Technologies and Services segment gross profit increased by ~~$313,~~$971, or ~~2.5%~~7.5%, from the prior year quarter. The increase was ~~primarily~~ driven by increased sales volume ~~from higher margin products within the Rail Technologies business.~~across both business units. Segment gross profit margin ~~increased~~decreased by ~~150~~140 bps as a result of ~~increased sales~~revenue increases in our lower-margin distribution business and ~~services of friction management consumables.~~inflationary cost pressure versus the prior year quarter. Segment profit was ~~$2,532,~~$3,555, a ~~$1,361 increase~~$187 decrease over the prior year quarter. Selling and administrative expenses incurred by the segment ~~decreased~~increased by ~~$1,237~~$834 compared to the prior year ~~quarter,~~period, primarily attributable to ~~decreased~~increased personnel related costs, ~~including~~as well as increased travel ~~expenses, and, to a lesser extent, third-party professional service costs, as cost containment remained a key focus given the challenging market conditions.~~costs.

During the current quarter, the Rail Technologies and Services segment had ~~a decrease~~an increase in new orders of ~~8.9%~~22.6% compared to the prior year ~~period. The decrease was primarily related to activity within~~period, driven mostly by the ~~served North American transit market, including transit projects and concrete tie products.~~Rail Products business unit, although improvements were realized in both business units. Backlog as of ~~March 31,~~September 30, 2021 was ~~$122,461,~~$109,815, an increase of ~~$13,551,~~$756, or ~~12.4%~~0.7%, from ~~March 31, 2020.~~September 30, 2020, driven by increases in the Rail Products business unit. Backlog remains strong, and was above pre-pandemic levels as of September 30, 2021.

Infrastructure Solutions


		Three Months Ended March 31,						Decrease			Percent Decrease			Three Months Ended September 30,						Increase/(Decrease)			Percent Increase/(Decrease)
		2021			2020			2021 vs. 2020			2021 vs. 2020			2021			2020			2021 vs. 2020			2021 vs. 2020
Net sales	Net sales	$	49,848		$	51,703		$	(1,855)		(3.6)	%	Net sales	$	56,111		$	54,377		$	1,734		3.2	%
Gross profit	Gross profit	$	6,025		$	10,630		$	(4,605)		(43.3)	%	Gross profit	$	8,348		$	9,104		$	(756)		(8.3	%)
Gross profit percentage	Gross profit percentage	12.1		%	20.6		%	(8.5)		%	(41.2)	%	Gross profit percentage	14.9		%	16.7		%	(1.8		%)	(11.1	%)
Segment (loss) profit		$	(666)		$	1,604		$	(2,270)		(141.5)	%
Segment (loss) profit percentage		(1.3)		%	3.1		%	(4.4)		%	(143.1)	%
Segment profit													Segment profit	$	3,484		$	2,375		$	1,109		46.7	%
Segment profit percentage													Segment profit percentage	6.2		%	4.4		%	1.8		%	42.2	%

Third Quarter 2021 Compared to Third Quarter 2020

On September 24, 2021, the Company completed the sale of its Piling Products division. Proceeds expected from the sale were $23,902 and resulted in a net gain of $2,741. The Company retained all pre-closing receivables and liabilities associated with the division. The sale includes substantially all inventory held by the Company associated with the division, as well as the related fixed assets. The Piling Products division is included in the Fabricated Steel business unit. The Piling Products division produced revenues of $16,310 and $14,823 for the three months ended September 30, 2021 and 2020, respectively.

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~~First Quarter 2021 Compared to First Quarter 2020~~

The Infrastructure Solutions segment sales for the three months ended ~~March 31,~~September 30, 2021 ~~decreased~~increased by ~~$1,855,~~$1,734, or ~~3.6%~~3.2%, compared to the prior year quarter. The ~~decline~~increase in revenues for the third quarter of 2021 was ~~wholly~~ attributable to increases in both its Fabricated Steel and Precast Concrete Products business units, which had increases in sales compared to the prior year quarter of $3,672, or 16.6%, and $2,227, or 14.1%, respectively. These increases in revenues were partially offset by the Coatings and Measurement business unit, which experienced a sales reduction of ~~$13,220~~$4,165 compared to the quarter ended ~~March 31,~~September 30, 2020, driven by unfavorable conditions in the midstream energy market, which has resulted infrom the current excess capacity in U.S. pipeline infrastructure and general lack of pipeline infrastructure investment. Partially offsetting the overall segment sales decline, both Fabricated Steel Products and Precast Concrete Products had increases in sales compared to the prior year quarter of $9,330 and $2,035, respectively. Infrastructure Solutions revenue for the quarter was also driven by especially strong sales volumes in the month of March, which accounted for 45.0% of segment revenue for the quarter, including a notable increase in sales within piling products during the month of March.

Infrastructure Solutions gross profit decreased by ~~$4,605,~~$756, or ~~43.3%~~8.3%, from the prior year quarter. The ~~decrease~~decline was primarily attributable to decreases in sales volume in the Coatings and Measurement business unit, which accounted for a significant portion of the overall segment gross profit decline, and was also ~~served as~~ the primary driver of segment gross profit margin decline of ~~850~~180 bps for the ~~first~~third quarter of 2021 when compared to the prior year quarter. Additionally, inflationary cost pressure in the current quarter negatively impacted the gross profit margins of the Precast Concrete Products and Fabricated Steel Products businesses. Other income for the third quarter of 2021 increased by $2,671 when compared to the prior quarter, primarily due to the Piling Products division sale in the current quarter which resulted in a gain of $2,741. The segment ~~loss~~profit of ~~$666~~$3,484 was ~~a reduction~~an improvement of ~~$2,270~~$1,109 from the prior year quarter segment profit of ~~$1,604.~~$2,375.

During the quarter, the Infrastructure Solutions segment had an ~~increase~~decrease in new orders of ~~20.7%~~11.5% compared to the prior year quarter, driven by a decrease in Fabricated Steel Products, which was partially offset by an increase in Precast Concrete Products. Backlog as of September 30, 2021 was $121,911, a decrease of $4,220, or 3.3%, from September 30, 2020 driven entirely by Fabricated Steel Products, with the decrease in backlog related to the divested Piling Products division representing $23,890 of the decrease. The decline in the Fabricated Steel Products backlog was partially offset by increases in both Precast Concrete Products and Coatings and Measurement backlog compared to September 30, 2020. Adjusting for the Piling Products division divestiture, Infrastructure Solutions backlog was up $19,670, or 19.6%.

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Nine Month Results


	Nine Months Ended September 30,				Percent Increase/ (Decrease)		Percent of Total Net Sales Nine Months Ended September 30,
	2021		2020		2021 vs. 2020		2021		2020
Net Sales:
Rail Technologies and Services	$	228,956	$	209,131	9.5	%	57.1	%	54.8	%
Infrastructure Solutions	171,699		172,704		(0.6)		42.9		45.2

Total net sales	$	400,655	$	381,835	4.9	%	100.0	%	100.0	%

	Nine Months Ended September 30,				Percent Increase/ (Decrease)		Gross Profit Percentage Nine Months Ended September 30,
	2021		2020		2021 vs. 2020		2021		2020
Gross Profit:
Rail Technologies and Services	$	43,393	$	40,470	7.2	%	19.0	%	19.4	%
Infrastructure Solutions	23,874		32,851		(27.3)		13.9		19.0

Total gross profit	$	67,267	$	73,321	(8.3	%)	16.8	%	19.2	%

	Nine Months Ended September 30,				Percent Increase/ (Decrease)		Percent of Total Net Sales Nine Months Ended September 30,
	2021		2020		2021 vs. 2020		2021		2020
Expenses:
Selling and administrative expenses	$	57,849	$	56,273	2.8	%	14.4	%	14.7	%
Amortization expense	4,397		4,271		3.0		1.1		1.1

Interest expense - net	2,454		2,841		(13.6)		0.6		0.7


Other income - net	(2,751)		(1,909)		44.1		(0.7)		(0.5)

Income from continuing operations before income taxes	$	5,318	$	11,845	(55.1	%)	1.3	%	3.1	%
Income tax expense (benefit)	1,494		(11,698)		112.8		0.4		(3.1)
Income from continuing operations	$	3,824	$	23,543	(83.8	%)	1.0	%	6.2	%
Net loss attributable to noncontrolling interest	(64)		—		**		(0.0)		—
Income from continuing operations attributable to L.B. Foster Company	$	3,888	$	23,543	(83.5	%)	1.0	%	6.2	%

** Results of the calculation are not considered meaningful for presentation purposes.

First Nine Months 2021 Compared to First Nine Months 2020 – Company Analysis

Net sales of $400,655 for the nine months ended September 30, 2021 increased by $18,820, or 4.9%, compared to the prior year period. The sales growth was attributable to an increase of $19,825, or 9.5%, within the Rail Technologies and Services segment. The increase was partially offset by a sales reduction in the Infrastructure Solutions segment of $1,005, or 0.6%.

Gross profit decreased by $6,054 compared to the prior year period to $67,267 for the nine months ended September 30, 2021. The Rail Technologies and Services segment’s gross profit increased by 7.2%. The decline in the Company’s gross profit was attributable to the Infrastructure Solutions segment, which decreased by 27.3%, driven by the year-over-year decline in the Coatings and Measurement business unit. Gross profit margin for the nine months ended September 30, 2021 was 16.8%, or 240 bps lower than the prior year period, due primarily to Infrastructure Solutions.

Selling and administrative expenses increased by $1,576, or 2.8%, compared to the prior year period. The increase in expense was primarily driven by third-party professional service expenses of $1,361. As a percent of sales, selling and administrative expenses decreased 30 bps compared to the prior year period. Other income - net increased by $842 compared to the prior year period primarily from the gain on sale of the Piling Products division of $2,741 in the nine months ended September 30, 2021, while a non-routine distribution from an unconsolidated partnership of $1,874 was received in the prior year period.

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The Company’s effective income tax rate for the nine months ended September 30, 2021 was 28.1%, compared to (98.8 %) in the prior year period. The Company’s effective income tax rate for the nine months ended September 30, 2021 differed from the federal statutory rate of 21% primarily due to state income taxes, nondeductible expenses, and research tax credits. The Company's effective income tax rate for the nine months ended September 30, 2020 included a discrete income tax benefit of $15,824 related to the disposition of the Test and Inspection Services business.

Net income from continuing operations for the nine months ended September 30, 2021 was $3,824, or $0.36 per diluted share, compared to $23,543, or $2.21 per diluted share, in the prior year period. The year-over-year reduction was driven by the decrease in gross profit, increased selling and administrative expenses, and the discrete income tax benefit realized in the prior year period. This was partially offset by the increase in other income resulting from the divestiture gain.

Results of Operations – Segment Analysis

Rail Technologies and Services


	Nine Months Ended September 30,						Increase/(Decrease)			Percent Increase/(Decrease)
	2021			2020			2021 vs. 2020			2021 vs. 2020
Net sales	$	228,956		$	209,131		$	19,825		9.5	%
Gross profit	$	43,393		$	40,470		$	2,923		7.2	%
Gross profit percentage	19.0		%	19.4		%	(0.4		%)	(2.1	%)
Segment profit	$	12,050		$	10,729		$	1,321		12.3	%
Segment profit percentage	5.3		%	5.1		%	0.2		%	2.6	%

First Nine Months 2021 Compared to First Nine Months 2020

The Rail Technologies and Services segment sales for the nine months ended September 30, 2021 increased by $19,825, or 9.5%, compared to the prior year period, driven by increases in the Rail Products and Rail Technologies business units of $11,830, or 8.2%, and $7,996 or 12.4%, respectively. The sales increase was primarily driven by rises in demand due to more favorable conditions in markets served for the first nine months of 2021 versus the first nine months of 2020, as the pandemic impact on freight and transit activity began to modestly improve.

The Rail Technologies and Services segment gross profit increased by $2,923, or 7.2%, from the prior year period. The increase was driven by increased sales volume across both business units, including increases related to activity on the London Crossrail project. Segment gross profit margin of 19.0% for the nine months ended September 30, 2021 declined by 40 basis points when compared to the prior year period, driven by volume increases in lower margin rail products coupled with some inflationary cost pressures. Segment profit was $12,050, a $1,321 increase over the prior year period. Selling and administrative expenses incurred by the segment increased by $161 compared to the prior year period, primarily attributable to personnel related costs. Other income declined $1,138 from the prior year period primarily from the reversal of an estimated disposal liability in the prior year period.

During the nine months ended September 30, 2021, the Rail Technologies and Services segment had an increase in new orders of 2.7% compared to the prior year period. The increase was related to increased order activity within the Company’s Rail Technologies business unit.

Infrastructure Solutions


	Nine Months Ended September 30,						Decrease			Percent Decrease
	2021			2020			2021 vs. 2020			2021 vs. 2020
Net sales	$	171,699		$	172,704		$	(1,005)		(0.6	%)
Gross profit	$	23,874		$	32,851		$	(8,977)		(27.3	%)
Gross profit percentage	13.9		%	19.0		%	(5.1		%)	(26.9	%)
Segment profit	$	5,165		$	8,836		$	(3,671)		(41.5	%)
Segment profit percentage	3.0		%	5.1		%	(2.1		%)	(41.2	%)

First Nine Months 2021 Compared to First Nine Months 2020

On September 24, 2021, the Company completed the sale of its Piling Products division. Proceeds from the sale were $23,902 and resulted in a net gain of $2,741. The Company is retaining all pre-closing receivables and liabilities associated with the division. The sale includes substantially all inventory held by the Company associated with the division, as well as the related fixed assets. The

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Piling Products division is included in the Fabricated Steel business unit. The Piling Products division produced revenues of $59,201 and $45,882 for the nine months ended September 30, 2021 and 2020, respectively.

The Infrastructure Solutions segment sales for the nine months ended September 30, 2021 decreased by $1,005, or 0.6%, compared to the prior year period. The decline was wholly attributable to the Coatings and Measurement business unit, which experienced a sales reduction of $28,557 compared to the nine months ended September 30, 2020, driven by unfavorable conditions in the midstream energy market, which have resulted from excess capacity in U.S. pipeline infrastructure and general lack of pipeline infrastructure investment. Partially offsetting the sales decline, both the Fabricated Steel Products and Precast Concrete Products business units ~~which were partially offset~~had increases in sales compared to the prior year period of $19,645 and $7,907, respectively.

Infrastructure Solutions gross profit for the nine months ended September 30, 2021 decreased by ~~order declines~~$8,977, or 27.3%, from the prior year period. The decrease was primarily attributable to decreases in sales volume in the Coatings and Measurement business ~~unit. Backlog as~~unit, which accounted for the overall segment gross profit decline, and was also the primary driver of ~~March 31,~~segment gross profit margin decline of 510 bps for the nine months ended September 30, 2021 when compared to the prior year period. Additionally, inflationary cost pressure in the current period negatively impacted the gross profit margins of the Precast Concrete Products and Fabricated Steel Products businesses. Selling and administrative expenses for the segment declined by $1,095 from the prior year period, primarily from decreases in personnel related expenses, bad debt expense, and general administrative expenses. Other income increased by $4,269 from the prior year period primarily due to the Piling Products division sale in the current period resulting in a gain of $2,741, while the prior year period was ~~$149,483,~~impacted by relocation and restructuring costs. The segment profit of $5,165 was a reduction of $3,671 from the prior year period segment profit of $8,836.

During the nine months ended September 30, 2021, the Infrastructure Solutions segment had an increase in new orders of ~~17.7% over December 31, 2020, due~~6.7% compared to ~~increases~~the prior year period, driven primarily by an increase in ~~backlog across all business units. The March 31, 2021 backlog also increased $21,153, or 16.5%, from March 31, 2020.~~Precast Concrete Products partially offset by Fabricated Steel Products.

Other

Segment Backlog

Total Company backlog is summarized by business segment in the following table for the periods indicated:


		March 31, 2021		December 31, 2020		March 31, 2020			September 30, 2021		December 31, 2020		September 30, 2020
Rail Technologies and Services	Rail Technologies and Services	$	122,461	$	121,231	$	108,910	Rail Technologies and Services	$	109,815	$	121,231	$	109,059
Infrastructure Solutions	Infrastructure Solutions	149,483		127,001		128,330		Infrastructure Solutions	121,911		127,001		126,131

Total backlog	Total backlog	$	271,944	$	248,232	$	237,240	Total backlog	$	231,726	$	248,232	$	235,190

The backlog for Infrastructure Solutions includes $1,961, $32,042, and $25,851 related to the divested Piling Products division as of September 30, 2021, December 31, 2020, and September 30, 2020, respectively, in the above table.

The Company’s backlog represents the sales price of received customer purchase orders and any contracts for which the performance obligations have not been met, and therefore are precluded from revenue recognition. Although the Company believes that the orders included in backlog are firm, customers may cancel or change their orders with limited advance notice; however, these instances have been rare. Backlog should not be considered a reliable indicator of the Company’s ability to achieve any particular level of revenue or financial performance. While a considerable portion of the Company’s business is backlog-driven, certain product lines within the Company are not driven by backlog as the orders are fulfilled shortly after they are received.

Liquidity and Capital Resources

The Company’s principal sources of liquidity are its existing cash and cash equivalents, cash generated by operations, and the available capacity under the revolving credit facility, which provides for a total commitment of up to ~~$115,000. Its~~$130,000. The Company's primary needs for liquidity relate to working capital requirements for operations, capital expenditures, debt service obligations, and payments related to the Union Pacific Railroad Settlement. The Company’s total debt was ~~$36,793~~$32,453 and $45,024 as of ~~March 31,~~September 30, 2021 and December 31, 2020, respectively, and was primarily comprised of borrowings under its revolving credit facility.

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The following table reflects available funding capacity, subject to covenant restrictions, as of ~~March 31,~~September 30, 2021:

~~March 31,~~September 30, 2021

Cash and cash equivalents

~~5,015~~6,405

Credit agreement:

Total availability under the credit agreement

~~115,000~~130,000

Outstanding borrowings on revolving credit facility

~~(36,538)~~(32,268)

Letters of credit outstanding

~~(844)~~(665)

Net availability under the revolving credit facility

~~77,618~~97,067

Total available funding capacity

~~82,633~~103,472

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The Company’s cash flows are impacted from period to period by fluctuations in working capital. While the Company places an emphasis on working capital management in its operations, factors such as its contract mix, commercial terms, customer payment patterns, and market conditions as well as seasonality may impact its working capital. The Company regularly assesses its receivables and contract assets for collectability, and provides allowances for ~~doubtful accounts~~credit losses where appropriate. The Company believes that its reserves for ~~doubtful accounts~~credit losses are appropriate as of ~~March 31,~~September 30, 2021, but adverse changes in the economic environment and adverse financial conditions of its customers resulting from, among other things, the COVID-19 pandemic, may impact certain of its customers’ ability to access capital and pay the Company for its products and services, as well as impact demand for its products and services.

The changes in cash and cash equivalents for the ~~three~~nine months ended ~~March 31,~~September 30, 2021 and 2020 were as follows:


		Three Months Ended March 31,					Nine Months Ended September 30,
		2021		2020			2021		2020
Net cash provided by (used in) continuing operating activities		$	7,614	$	(4,902)
Net cash used in continuing investing activities		(1,327)		(2,805)
Net cash (used in) provided by continuing financing activities		(8,446)		4,360
Net cash (used in) provided by continuing operating activities						Net cash (used in) provided by continuing operating activities	$	(6,810)	$	16,201
Net cash provided by (used in) continuing investing activities						Net cash provided by (used in) continuing investing activities	18,910		(8,688)
Net cash used in continuing financing activities						Net cash used in continuing financing activities	(13,030)		(11,147)
Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	(206)		(772)		Effect of exchange rate changes on cash and cash equivalents	24		(571)
Net cash used in discontinued operations	Net cash used in discontinued operations	(184)		(3,641)		Net cash used in discontinued operations	(253)		(662)
Net decrease in cash and cash equivalents	Net decrease in cash and cash equivalents	$	(2,549)	$	(7,760)	Net decrease in cash and cash equivalents	$	(1,159)	$	(4,867)

Cash Flow from Operating Activities

During the ~~three~~nine months ended ~~March 31,~~September 30, 2021, cash flows used in continuing operating activities were $6,810, compared to cash flows provided by continuing operating activities ~~were $7,614, compared to a use~~ of ~~$4,902~~$16,201 during the prior year to date period. For the ~~three~~nine months ended ~~March 31,~~September 30, 2021, the net ~~loss~~income from continuing operations and adjustments to net ~~loss~~income from continuing operating activities provided ~~$2,310,~~$13,880, compared to ~~$4,752~~$26,841 in the 2020 period. Working capital and other assets and liabilities ~~provided $5,304~~used $20,690 in the current period, compared to ~~a use of $9,654~~$10,640 in the prior year period. During the ~~three~~nine months ended ~~March 31,~~September 30, 2021 and 2020, the Company ~~was not required to make any~~made payments of $4,000 under the terms of the concrete tie settlement agreement with Union Pacific Railroad.

The Company’s calculation for days sales outstanding at ~~March 31,~~September 30, 2021 and December 31, 2020 was 4846 and 51 days, respectively, and ~~we believe we have~~the Company believes it has a high quality receivables portfolio.

Cash Flow from Investing Activities

Capital expenditures for the ~~three~~nine months ended ~~March 31,~~September 30, 2021 and 2020 were ~~$1,327~~$3,568 and ~~$2,806,~~$7,650, respectively. The current period expenditures primarily relate to the expansion of the Precast Concrete Products business line in ~~Texas.~~Texas and the implementation of the SAP ERP system at additional Company divisions. Expenditures for the ~~three~~nine months ended ~~March 31,~~September 30, 2020 related to the purchase of a continuous welded rail car and unloader within the Rail Technologies and Services segment, facility start-up expenditures within the Infrastructure Solutions segment, and general plant and operational improvements throughout the Company. During the nine months ended September 30, 2021, the Company received proceeds of $22,707 from the disposition of the Piling Products division.

Cash Flow from Financing Activities

During the ~~three~~nine months ended ~~March 31,~~September 30, 2021 and 2020, the Company had a reduction in outstanding debt of ~~$8,295,~~$12,519 and $9,033, respectively. The decrease in debt for the nine months ended September 30, 2021 was the result of the application of the proceeds of the Piling Products division, while the decrease in 2020 was primarily attributable to the utilization of excess cash generated through operating activities. ~~During the three months ended March 31, 2020, the Company had an increase in outstanding debt of $6,017, primarily related to the increase in working capital for operations.~~ Treasury stock acquisitions of ~~$547~~$549 and ~~$1,657~~$1,660 for the ~~three~~nine months ended ~~March 31,~~September 30, 2021

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and 2020, respectively, represent stock repurchases from employees to satisfy their income tax withholdings ~~from employees~~ in connection with the vesting of stock awards.

Financial Condition

As of ~~March 31,~~September 30, 2021, the Company had ~~$5,015~~$6,405 in cash and cash equivalents. The Company’s cash management priority continues to be short-term maturities and the preservation of its principal balances. As of ~~March 31,~~September 30, 2021, approximately ~~$4,488~~$3,141 of the Company’s cash and cash equivalents were held in non-domestic bank accounts. The Company principally maintains its cash and cash equivalents in accounts held by major banks and financial institutions.

The Company’s principal uses of cash in recent years have been to fund its operations, including capital expenditures, and to service its indebtedness. The Company views its liquidity as being dependent on its results of operations, changes in working capital needs, and its borrowing capacity. As of ~~March 31,~~September 30, 2021, its revolving credit facility had ~~$77,618~~$97,067 of net availability, while the Company had ~~$36,793~~$32,453 in total debt. The Company’s current ratio as of ~~March 31,~~September 30, 2021 was ~~1.86.~~1.99 compared to 2.05 as of December 31, 2020.

On ~~June 26, 2020,~~August 13, 2021, the Company entered into the ~~First Amendment that reduced~~Credit Agreement, which increases the total commitments under the revolving credit facility to ~~$120,000~~$130,000 from ~~$140,000. The First Amendment requires additional $5,000 annual reductions to the revolving credit facility~~

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~~capacity beginning on December 31, 2020 through~~$115,000, extends the maturity of the facility. As a result, the revolving credit facility has $115,000 of total capacity as of March 31, 2021. In addition, the First Amendment terminated the existing term loan by drawing on the revolving credit facility.from April 30, 2024 to August 13, 2026, and provides more favorable covenant terms. Borrowings under the ~~First Amendment~~Credit Agreement bear interest rates based upon either the base rate or ~~Euro-rate~~LIBOR rate plus applicable ~~margins, and are subject to an interest rate floor of 100 basis points.~~margins. The Company believes that the combination of its cash and cash equivalents, cash generated from operations, and the capacity under its revolving credit facility should provide the Company with sufficient liquidity to provide the flexibility to operate the business in a prudent manner and enable the Company to continue to service its outstanding debt. For a discussion of the terms and availability of the credit facilities, please refer to Note 10 of the Notes to Condensed Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q.

To reduce the impact of interest rate changes on outstanding variable-rate debt, the Company entered into forward starting LIBOR-based interest rate swaps with notional values totaling ~~$50,000. The swaps became~~$50,000 and $20,000, effective on February 28, 2017 and March 1, 2022, respectively, at which point they effectively converted a portion of the debt from variable to fixed-rate borrowings during the term of the swap contract. During 2020, the Company ~~de-designated~~dedesignated its cash flow hedges and now accounts for ~~all existing and future~~the $50,000 tranche of interest rate swaps on a mark-to-market basis with changes in fair value recorded in current period earnings. As of ~~March 31,~~September 30, 2021 and December 31, 2020, the swap liability was ~~$863~~$445 and $1,097, respectively.

Critical Accounting Policies

The Condensed Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States. When more than one accounting principle, or method of its application, is generally accepted, management selects the principle or method that, in its opinion, is appropriate in the Company’s specific circumstances. Application of these accounting principles requires management to reach opinions regarding estimates about the future resolution of existing uncertainties. As a result, actual results could differ from these estimates. In preparing these financial statements, management has reached its opinions regarding the best estimates and judgments of the amounts and disclosures included in the financial statements giving due regard to materiality. A summary of the Company’s critical accounting policies and estimates is included in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

This item is not applicable to a smaller reporting company.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

L.B. Foster Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of ~~March 31,~~September 30, 2021. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of such date such that the information required to be disclosed by the Company in reports filed under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to management, including the chief executive officer, chief financial officer, or person performing such functions, as appropriate to allow timely decisions regarding disclosure.

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Changes in Internal Control Over Financial Reporting

There were no changes to our “internal control over financial reporting” (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the ~~three~~nine months ended ~~March 31,~~September 30, 2021, and that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

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PART II. OTHER INFORMATION

(Dollars in thousands, except share data)

Item 1. Legal Proceedings

See Note 16 of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q, which is incorporated herein by reference.

Item 1A. Risk Factors

This item is not applicable to a smaller reporting company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The Company’s purchases of equity securities for the three months ended ~~March 31,~~September 30, 2021 were as follows:

Total number of shares purchased (1) Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs
January 1, 2021 - January 31, 2021 — $ — — $ —
February 1, 2021 - February 28, 2021 26,557 17.16 — —
March 1, 2021 - March 31, 2021 5,328 17.08 — —
Total 31,885 $ 17.15 — $ —


	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Approximate dollar value of shares that may yet be purchased under the plans or programs
July 1, 2021 - July 31, 2021	—	$	—	—	$	—
August 1, 2021 - August 31, 2021	—	—		—	—
September 1, 2021 - September 30, 2021	20	15.06		—	—
Total	20	$	15.06	—	$	—

Item 3. Defaults Upon Senior Securities

~~(1) Shares withheld by the Company to pay taxes upon vesting of restricted stock awards.~~Not applicable.

Item 4. Mine Safety Disclosures

This item is not applicable to the Company.

Item 5. Other Information

None.

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Item 6. Exhibits

See Exhibit Index below.

Exhibit Index


Exhibit Number						Description
*~~10.1~~2.1						~~2021 Executive Annual Incentive Compensation Plan.~~Asset Purchase Agreement between L.B. Foster Company and J.D. Fields & Company, Inc. dated September 24, 2021.

*10.210.1						~~Form of Restricted Stock Award Agreement (2021).~~

*10.3						~~Long Term Incentive Performance Share Unit Program (2021-2023).~~

*10.4						~~Form of Performance Share Unit Award Agreement (2021-2023).~~

*10.5						~~Performance-Based Stock Award Retention Program (2021-2026).~~

*10.6						~~Amended and Restated Key Employee Separation Plan (February 17, 2021).~~

*10.7						~~Executive Recoupment Policy (January 1, 2021).~~

~~10.8~~						~~Second Amendment dated January 29, 2021 to the Third~~Fourth Amended and Restated Credit Agreement dated ~~April 30, 2019~~August 13, 2021, between Registrant and PNC Bank, ~~N.A.,~~Citizens Bank, ~~of America,~~ N.A., Wells Fargo Bank, National Association, ~~Citizens~~ Bank of America, N.A., and BMO Harris Bank, National Association is incorporated herein by reference to Exhibit ~~10.3~~10.1 to the Current Report on Form 8-K, File No. 0-10436, filed on ~~February 4,~~August 16, 2021.

*31.1						Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.

*31.2						Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.

*32.0						Certification of Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002.

*101.INS						XBRL Instance Document-the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

*101.SCH						XBRL Taxonomy Extension Schema Document.

*101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document.

*101.DEF						XBRL Taxonomy Extension Definition Linkbase Document.

*101.LAB						XBRL Taxonomy Extension Label Linkbase Document.

*101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document.

*104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)


*			Exhibits marked with an asterisk are filed herewith.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		L.B. FOSTER COMPANY
		(Registrant)

Date:	~~May 5,~~November 3, 2021	By: /s/ William M. Thalman
		William M. Thalman
		Senior Vice President
		and Chief Financial Officer
		(Duly Authorized Officer of Registrant)

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	Amortization Expense
Remainder of 2021	$	4,393
2022	5,779
2023	5,308
2024	4,317
2025	2,453
2026 and thereafter	13,227
	$	35,477


	Total number of shares purchased (1)	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Approximate dollar value of shares that may yet be purchased under the plans or programs
January 1, 2021 - January 31, 2021	—	$	—	—	$	—
February 1, 2021 - February 28, 2021	26,557	17.16		—	—
March 1, 2021 - March 31, 2021	5,328	17.08		—	—
Total	31,885	$	17.15	—	$	—