Form 8-K/A - Current report: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 27, 2023 (August 25, 2023)

L.B. Foster Company

(Exact name of registrant as specified in its charter)

Pennsylvania

000-10436

25-1324733

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

415 Holiday Drive, Suite 100,

15220

Pittsburgh,

Pennsylvania

(Zip Code)

(Address of principal executive offices)

(412) 928-3400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

EXPLANATORY NOTE

As previously announced and reported in the Current Report on Form 8-K (“Original Filing”) filed by L.B. Foster Company (“Company”) on August 30, 2023, the Company implemented a plan to exit the fabricated bridge grid deck product line.

This Current Report on Form 8-K/A, Amendment No. 1, is being filed to amend the Original Filing. This Amendment No. 1 is being filed to amend the estimates within the Company’s disclosure under Item 2.05 of the Original Filing.

Item 2.05 Costs Associated with Exit or Disposal Activities

The Company has updated its expectations regarding the fabricated bridge grid deck exit activity charges. In the Original Filing, the Company estimated non-cash impairment charges would total $1.4 to $1.5 million and cash costs ranging between $1.2 and $1.4 million. The Company now expects non-cash impairment charges to be between $2.2 to $2.3 million and cash costs to be between $2.3 and $2.5 million, with the increases primarily related to changes in expected value of certain commercial projects associated with the product line being exited.

As disclosed in the Original Filing, the Company expects to incur certain cash exit and disposal charges consisting of cash severance and employee retention expense of approximately $1.0 to $1.2 million. Such amounts have not changed and are included in the cash costs noted above.

Total costs associated with the product line exit are now expected to range between $4.5 to $4.8 million, up from $2.6 to $2.9 million in the Original Filing. Such costs will be recorded in the Company’s Steel Products and Measurement operating segment and are expected to be largely completed by December 31, 2023. The approximate expense resulting from this exit could change materially as a result of certain factors such as employee acceptances of the severance and retention packages offered, additional contract liabilities incurred, and unknown and unforeseen costs in relation to the exit activities.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

See Exhibit Index below.

Exhibit Index


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

*Exhibits marked with an asterisk are filed herewith.

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 hereunto duly authorized.


		L.B. FOSTER COMPANY
		(Registrant)

Date:	October 27, 2023	/s/ William M. Thalman
		William M. Thalman
		Executive Vice President
		and Chief Financial Officer

Cover	Aug. 25, 2023
Cover [Abstract]
Document Type	8-K/A
Document Period End Date	Aug. 25, 2023
Entity Registrant Name	L.B. Foster Company
Entity Incorporation, State or Country Code	PA
Entity File Number	000-10436
Entity Tax Identification Number	25-1324733
Entity Address, Postal Zip Code	15220
Trading Symbol	FSTR
Security Exchange Name	NASDAQ
Title of 12(b) Security	Common Stock, Par Value $0.01
Entity Address, Address Line One	415 Holiday Drive, Suite 100,
Entity Address, City or Town	Pittsburgh,
Entity Address, State or Province	PA
City Area Code	412
Local Phone Number	928-3400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000352825
Amendment Flag	true