0000352825-22-000065 | 10-Q | XBRL Viewer

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Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2022	Nov. 01, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Commission File Number	000-10436
Entity Registrant Name	L.B. Foster Company
Entity Incorporation, State or Country Code	PA
Entity Tax Identification Number	25-1324733
Entity Address, Street Name	415 Holiday Drive
Entity Address, Suite	Suite 100
Entity Address, City	Pittsburgh
Entity Address, State	PA
Entity Address, Postal Zip Code	15220
City Area Code	412
Local Phone Number	928-3400
Title of 12(b) Security	Common Stock, par value $0.01
Trading Symbol	FSTR
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		10,929,296
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Entity Central Index Key	0000352825
Current Fiscal Year End Date	--12-31

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 4,943	$ 10,372
Accounts receivable - net (Note 6)	80,672	55,911
Contract assets - net (Note 4)	31,963	36,179
Inventories - net (Note 7)	85,146	62,871
Other current assets	13,664	14,146
Total current assets	216,388	179,479
Property, plant, and equipment - net (Note 8)	83,957	58,222
Operating lease right-of-use assets - net (Note 9)	12,701	15,131
Other assets:
Goodwill (Note 5)	33,430	20,152
Other intangibles - net (Note 5)	29,195	31,023
Deferred tax assets (Note 12)	36,272	37,242
Other assets	1,249	1,346
TOTAL ASSETS	413,192	342,595
Current liabilities:
Accounts payable	51,231	41,411
Deferred revenue	22,157	13,411
Accrued payroll and employee benefits	8,820	9,517
Current portion of accrued settlement (Note 16)	8,000	8,000
Current maturities of long-term debt (Note 10)	82	98
Other accrued liabilities	14,811	13,757
Total current liabilities	105,101	86,194
Long-term debt (Note 10)	98,837	31,153
Deferred tax liabilities (Note 12)	2,817	3,753
Long-term portion of accrued settlement (Note 16)	12,000	16,000
Long-term operating lease liabilities (Note 9)	10,001	12,279
Other long-term liabilities	8,735	9,606
Stockholders’ equity:
Common stock, par value $0.01, authorized 20,000,000 shares; shares issued at September 30, 2022 and December 31, 2021, 11,115,779; shares outstanding at September 30, 2022 and December 31, 2021, 10,731,555 and 10,670,343, respectively	111	111
Paid-in capital	42,608	43,272
Retained earnings	167,100	168,733
Treasury stock - at cost, 384,224 and 445,436 common stock shares at September 30, 2022 and December 31, 2021, respectively	(8,351)	(10,179)
Accumulated other comprehensive loss	(26,206)	(18,845)
Total L.B. Foster Company stockholders’ equity	175,262	183,092
Noncontrolling interest	439	518
Total stockholders’ equity	175,701	183,610
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 413,192	$ 342,595

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Common stock, par value (usd per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	20,000,000	20,000,000
Common stock, shares issued (in shares)	11,115,779	11,115,779
Common stock, shares outstanding (in shares)	10,731,555	10,670,343
Treasury stock shares - at cost, common stock (in shares)	384,224	445,436

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Total net sales	$ 130,015	$ 130,053	$ 360,324	$ 400,655
Total cost of sales	106,918	107,777	297,487	333,388
Gross profit	23,097	22,276	62,837	67,267
Selling and administrative expenses	22,618	20,056	59,310	57,849
Amortization expense	1,599	1,462	4,454	4,397
Operating (loss) profit	(1,120)	758	(927)	5,021
Interest expense - net	993	722	1,747	2,454
Other expense (income) - net	168	(2,880)	(1,096)	(2,751)
(Loss) income from continuing operations before income taxes	(2,281)	2,916	(1,578)	5,318
Income tax (benefit) expense from continuing operations	(176)	676	137	1,494
Net (loss) income from continuing operations	(2,105)	2,240	(1,715)	3,824
Net loss attributable to noncontrolling interest	(28)	(30)	(82)	(64)
Net (loss) income from continuing operations	(2,077)	2,270	(1,633)	3,888
Income from discontinued operations before income taxes	0	72	0	72
Income tax benefit from discontinued operations	0	0	0	0
Income from discontinued operations	0	72	0	72
Net (loss) income attributable to L.B. Foster Company	$ (2,077)	$ 2,342	$ (1,633)	$ 3,960
From continuing operations (usd per share)	$ (0.20)	$ 0.21	$ (0.16)	$ 0.36
From discontinued operations (usd per share)	0	0.01	0	0.01
Basic loss per common share (usd per share)	(0.20)	0.22	(0.16)	0.37
From continuing operations (usd per share)	(0.20)	0.21	(0.16)	0.36
From discontinued operations (usd per share)	0	0.01	0	0.01
Diluted loss per common share (usd per share)	$ (0.20)	$ 0.22	$ (0.16)	$ 0.37
Sales of goods
Total net sales	$ 117,302	$ 112,813	$ 318,307	$ 351,668
Total cost of sales	93,737	93,521	258,913	292,733
Sales of services
Total net sales	12,713	17,240	42,017	48,987
Total cost of sales	$ 13,181	$ 14,256	$ 38,574	$ 40,655

Condensed Consolidated Statements of Comprehensive (Loss) Income - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2022

Sep. 30, 2021

Sep. 30, 2022

Sep. 30, 2021

Statement of Comprehensive Income [Abstract]

Net (loss) income

$ (2,105)

$ 2,312

$ (1,715)

$ 3,896

Other comprehensive (loss) income, net of tax:

Foreign currency translation adjustment

(4,341)

(1,610)

(8,933)

(649)

Unrealized gain (loss) on cash flow hedges, net of tax (expense) benefit of $(217), $11, $(455),and $11, respectively

632

(33)

1,330

(33)

Cash flow hedges reclassified to earnings, net of tax expense of $0, $99, $66, and $295, respectively

136

409

Reclassification of pension liability adjustments to earnings, net of tax expense of $8, $23, $40, and $71, respectively*

^[1]

149

274

Total comprehensive (loss) income

(5,764)

897

(9,076)

3,897

Less comprehensive (loss) income attributable to noncontrolling interest:

Net loss attributable to noncontrolling interest

(28)

(30)

(82)

(64)

Foreign currency translation adjustment

(21)

(31)

(10)

Amounts attributable to noncontrolling interest

(49)

(61)

(79)

(74)

Comprehensive (loss) income attributable to L.B. Foster Company

$ (5,715)

$ 958

$ (8,997)

$ 3,971

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

Condensed Consolidated Statements of Comprehensive (Loss) Income (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Statement of Comprehensive Income [Abstract]
Unrealized gain (loss) on cash flow hedge, tax	$ (217)	$ 11	$ (455)	$ 11
Cash flow hedges reclassified to earnings, tax	0	99	66	295
Reclassification of pension liability adjustments to earnings, tax	$ 8	$ 23	$ 40	$ 71

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$ (1,715)	$ 3,824
Adjustments to reconcile net (loss) income to cash (used in) provided by operating activities:
Deferred income taxes	(962)	526
Depreciation	6,083	6,049
Amortization	4,454	4,397
Equity in income of nonconsolidated investments	(38)	(5)
(Gain) loss on sales and disposals of property, plant, and equipment	(214)	30
Stock-based compensation	1,570	1,800
Gain on asset divestitures	(44)	(2,741)
Change in operating assets and liabilities:
Accounts receivable	(23,760)	(6,384)
Contract assets	(1,037)	(3,321)
Inventories	(21,571)	(9,344)
Other current assets	2,309	(469)
Other noncurrent assets	2,468	2,063
Accounts payable	12,307	(892)
Deferred revenue	7,493	6,046
Accrued payroll and employee benefits	(417)	852
Accrued settlement	(4,000)	(4,000)
Other current liabilities	54	(3,461)
Other long-term liabilities	(1,816)	(1,780)
Net cash used in continuing operating activities	(18,836)	(6,810)
Net cash used in discontinued operating activities	0	(253)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the sale of property, plant, and equipment	259	0
Capital expenditures on property, plant, and equipment	(4,559)	(3,568)
Proceeds from asset divestitures	8,800	22,707
Acquisitions, net of cash acquired	(58,561)	(229)
Net cash (used in) provided by continuing investing activities	(54,061)	18,910
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of debt	(128,771)	(147,224)
Proceeds from debt	197,926	134,705
Debt issuance costs	(182)	(358)
Treasury stock acquisitions	(405)	(549)
Investment of noncontrolling interest	0	396
Net cash provided by (used in) continuing financing activities	68,568	(13,030)
Effect of exchange rate changes on cash and cash equivalents	(1,100)	24
Net decrease in cash and cash equivalents	(5,429)	(1,159)
Cash and cash equivalents at beginning of period	10,372	7,564
Cash and cash equivalents at end of period	4,943	6,405
Supplemental disclosure of cash flow information:
Interest paid	1,337	2,205
Income taxes (received) paid	$ (5,151)	$ 1,215

Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Paid-in Capital	Retained Earnings	Treasury Stock	Accumulated Other Comprehensive Loss	Noncontrolling Interest
Beginning balance at Dec. 31, 2020	$ 176,830	$ 111	$ 44,583	$ 165,107	$ (12,703)	$ (20,268)	$ 0
Increase (Decrease) in Stockholders' Equity
Net (loss) income	3,896			3,960			(64)
Other comprehensive loss income, net of tax:
Pension liability adjustment	274					274
Foreign currency translation adjustment	(649)					(639)	(10)
Unrealized derivative gain on cash flow hedges	(33)					(33)
Cash flow hedges reclassified to earnings	409					409
Issuance of common shares, net of share withheld for taxes	(549)		(2,335)		1,786
Stock-based compensation	1,800		1,800
Investment of noncontrolling interest	396						396
Ending balance at Sep. 30, 2021	182,374	111	44,048	169,067	(10,917)	(20,257)	322
Beginning balance at Jun. 30, 2021	180,892	111	43,650	166,725	(11,104)	(18,873)	383
Increase (Decrease) in Stockholders' Equity
Net (loss) income	2,312			2,342			(30)
Other comprehensive loss income, net of tax:
Pension liability adjustment	92					92
Foreign currency translation adjustment	(1,610)					(1,579)	(31)
Unrealized derivative gain on cash flow hedges	(33)					(33)
Cash flow hedges reclassified to earnings	136					136
Issuance of common shares, net of share withheld for taxes	(2)		(189)		187
Stock-based compensation	587		587
Ending balance at Sep. 30, 2021	182,374	111	44,048	169,067	(10,917)	(20,257)	322
Beginning balance at Dec. 31, 2021	183,610	111	43,272	168,733	(10,179)	(18,845)	518
Increase (Decrease) in Stockholders' Equity
Net (loss) income	(1,715)			(1,633)			(82)
Other comprehensive loss income, net of tax:
Pension liability adjustment	149					149
Foreign currency translation adjustment	(8,930)					(8,933)	3
Unrealized derivative gain on cash flow hedges	1,330					1,330
Cash flow hedges reclassified to earnings	93					93
Issuance of common shares, net of share withheld for taxes	(406)		(2,234)		1,828
Stock-based compensation	1,570		1,570
Ending balance at Sep. 30, 2022	175,701	111	42,608	167,100	(8,351)	(26,206)	439
Beginning balance at Jun. 30, 2022	181,039	111	42,201	169,177	(8,391)	(22,547)	488
Increase (Decrease) in Stockholders' Equity
Net (loss) income	(2,105)			(2,077)			(28)
Other comprehensive loss income, net of tax:
Pension liability adjustment	50					50
Foreign currency translation adjustment	(4,362)					(4,341)	(21)
Unrealized derivative gain on cash flow hedges	632					632
Cash flow hedges reclassified to earnings	0
Issuance of common shares, net of share withheld for taxes	60		20		40
Stock-based compensation	387		387
Ending balance at Sep. 30, 2022	$ 175,701	$ 111	$ 42,608	$ 167,100	$ (8,351)	$ (26,206)	$ 439

Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Statement of Stockholders' Equity [Abstract]
Common shares issues net of shares withheld (in shares)	605	8,113	61,212	114,288

Financial Statements	9 Months Ended
Financial Statements	Sep. 30, 2022
Accounting Policies [Abstract]
Financial Statements	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 and Condensed Consolidated Statements of Cash Flows of L.B. Foster Company and subsidiaries as of September 30, 2022 and December 31, 2021 and its Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Comprehensive (Loss) Income, and Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2022 and 2021 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, 2022. The Condensed Consolidated Balance Sheet as of December 31, 2021 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, 2021. 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 reporting segments in the current year period. Effective for the quarter and year ended December 31, 2021, 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 has three reporting segments, representing the individual businesses that are run separately under the new structure: Rail, Technologies, and Services; Precast Concrete Products; and Steel Products and Measurement. 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 does not expect the provisions of ASU 2020-04 to have a significant impact on its financial condition, results of operations, or cash flows.

Business Segments

9 Months Ended

Sep. 30, 2022

Segment Reporting [Abstract]

Business Segments

Business Segments The Company is a global solutions provider of engineered, manufactured products and services that builds and supports infrastructure. The Company’s innovative engineering and product development solutions address the safety, reliability, and performance needs of its customers’ most challenging requirements. The Company maintains locations in North America, South America, Europe, and Asia. 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 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, 2021.

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


	Three Months Ended September 30, 2022				Three Months Ended September 30, 2021
	Net Sales		Segment Operating Profit		Net Sales		Segment Operating Profit (Loss)
Rail, Technologies, and Services	$	77,350	$	539	$	73,942	$	3,091
Precast Concrete Products	28,856		1,245		17,972		144
Steel Products and Measurement	23,809		303		38,139		(27)
Total	$	130,015	$	2,087	$	130,053	$	3,208


	Nine Months Ended September 30, 2022				Nine Months Ended September 30, 2021
	Net Sales		Segment Operating Profit (Loss)		Net Sales		Segment Operating Profit (Loss)
Rail, Technologies, and Services	$	222,857	$	5,576	$	228,956	$	10,970
Precast Concrete Products	67,477		329		50,723		1,175
Steel Products and Measurement	69,990		(1,083)		120,976		(140)
Total	$	360,324	$	4,822	$	400,655	$	12,005

Segment profit 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 to the Company’s consolidated total for the periods presented:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Operating profit for reportable segments	$	2,087	$	3,208	$	4,822	$	12,005
Interest expense - net	(993)		(722)		(1,747)		(2,454)

Other (expense) income - net	(168)		2,880		1,096		2,751


Unallocated corporate expenses and other unallocated charges	(3,207)		(2,450)		(5,749)		(6,984)
(Loss) income from continuing operations before income taxes	$	(2,281)	$	2,916	$	(1,578)	$	5,318

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


	September 30, 2022		December 31, 2021
Rail, Technologies, and Services	$	165,651	$	171,608
Precast Concrete Products	116,519		48,740
Steel Products and Measurement	64,830		58,377
Unallocated corporate assets	66,192		63,870
Total	$	413,192	$	342,595

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Acquisitions and Divestitures

9 Months Ended

Sep. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisitions and Divestitures

Skratch Enterprises Ltd.

On June 21, 2022, the Company acquired the stock of Skratch Enterprises Ltd. (“Skratch”) for $7,402, which is inclusive of deferred payments withheld by the Company of $1,228, to be paid over the next five years or utilized to satisfy post-closing working capital adjustments or indemnity claims under the purchase agreement. Located in Telford, United Kingdom, Skratch offers a single-point supply solution model for clients, and enabling large scale deployments. Skratch’s service offerings include design, prototyping and proof of concept, hardware and software, logistics and warehousing, installation, maintenance, content management, and managed monitoring. Skratch has been included in the Company’s Technology Services and Solutions business unit within the Rail, Technologies, and Services segment.

VanHooseCo Precast LLC

On August 12, 2022, the Company acquired the operating assets of VanHooseCo Precast LLC (“VanHooseCo”), a privately-held business headquartered in Loudon, Tennessee specializing in precast concrete walls, water management products, and traditional precast products for the industrial, commercial, and residential infrastructure markets. The Company acquired VanHooseCo for $52,203, net of cash acquired at closing, subject to the finalization of net working capital adjustments. An amount equal to $2,500 of the purchase price was deposited in an escrow account in order to cover breaches of representations and warranties. The acquisition agreement includes two employment agreements whereby principals have the ability to earn up to an additional $1,000 dependent upon the successful completion of the principals’ employment agreements. VanHooseCo has been included in the Company’s Precast Concrete Products segment.

Acquisition Summary

Each transaction was accounted for under the acquisition method of accounting under U.S. GAAP which requires an acquiring entity to recognize, with limited exceptions, all of the assets acquired and liabilities assumed in a transaction at fair value as of the acquisition date. Goodwill primarily represents the value paid for each acquisition’s enhancement to the Company’s product and service offerings and capabilities, as well as a premium payment related to the ability to control the acquired assets, as well as the assembled workforce provided.

VanHooseCo contributed net sales of $6,353 and operating profit of $397 to the Company’s consolidated results for the period from August 12, 2022 through September 30, 2022.

The table below summarizes the Company’s results as though the VanHooseCo acquisition had been completed on January 1, 2022. Certain of VanHooseCo’s historical amounts were reclassified to conform to the Company’s financial presentation of operations, which included recording inventory and property, plant, and equipment at fair market value, to establish intangible assets, to remove deferred compensation expense, and to include interest expense for the additional borrowings. The following unaudited pro forma information is provided for informational purposes only and does not represent what consolidated results of operations would have been had the VanHooseCo acquisition occurred on January 1, 2022 nor are they necessarily indicative of future consolidated results of operations. The Company has omitted the prior year interim period from the table below due to the acquired company being a privately-held entity with limited interim financial information.


	Nine Months Ended September 30,
		2022
Net sales		$	385,824
Net loss attributable to L.B. Foster Company		(633)
Diluted loss per share
As reported		$	(0.16)
Pro forma		$	(0.06)

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of the VanHooseCo and Skratch acquisitions. Due to the timing of the acquisitions, the Company is in the process of measuring the fair value of assets acquired and liabilities assumed, including intangible assets, and values for the allocations shown in the tables below are preliminary.


Allocation of purchase price	VanHooseCo		Skratch
Current assets, net of cash acquired on the acquisition date	$	10,825	$	1,129
Property, plant, and equipment	30,001		174
Goodwill	9,674		5,549
Other intangibles	4,561		1,750
Liabilities assumed	(2,521)		(1,200)
Total	$	52,540	$	7,402

The following table summarizes the estimates of the fair values of the VanHooseCo and Skratch identifiable intangible assets acquired:


Identifiable intangible assets	VanHooseCo		Skratch
Non-compete agreements	$	—	27
Customer relationships	1,537		1,349
Trademarks and trade names	2,697		374
Favorable lease	327		—
Total	$	4,561	$	1,750

The Company made a preliminary allocation of the purchase price for the VanHooseCo and Skratch acquisitions as of the acquisition date based on its understanding of the fair value of the acquired assets and assumed liabilities. These nonrecurring fair value measurements are classified as Level 3 in the fair value hierarchy. See Note 14 for a description of the fair value hierarchy.

Due to the timing of the acquisitions, values shown in the table above are preliminary. If new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement recognized for assets or liabilities assumed, the Company will retrospectively adjust the amounts recognized as of the acquisition date.

Divestiture Summary

On August 1, 2022, the Company divested the assets of its rail spikes and anchors track components business (“Track Components”) located in St-Jean-sur-Richelieu, Quebec, Canada. Cash proceeds from the transaction were $7,795, subject to indemnification obligations and working capital adjustments. The Track Components business was reported in the Rail Products business unit within the Rail, Technologies, and Services segment. On September 24, 2021, the Company executed the sale of its Piling Products division for $23,902 in total proceeds. The sale included substantially all inventory held by the Company associated with the division. The Piling Products division was included in the Fabricated Steel business unit within the Steel Products and Measurement segment.

Revenue

9 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

Revenue

Revenue from products or services provided to customers over time accounted for 23.8% and 35.8% of revenue for the three months ended September 30, 2022 and 2021, respectively, and 27.0% and 29.7% of revenue for the nine months ended September 30, 2022 and 2021, 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 its performance to date under the terms of the contract. Revenue recognized over time using an input measure was $14,380 and $30,314 for the three months ended September 30, 2022 and 2021, respectively, and $53,791 and $79,109 for the nine months ended September 30, 2022 and 2021, 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 $16,520 and $16,262 for the three months ended September 30, 2022 and 2021, respectively, and $43,514 and $40,013 for the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022 and December 31, 2021, the Company had contract assets of $31,963 and $36,179, respectively, that were recorded within the Condensed Consolidated Balance Sheets. As of September 30, 2022 and December 31, 2021, the Company had contract liabilities of $4,606 and $3,235, 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 76.2% and 64.2% of revenue for the three months ended September 30, 2022 and 2021, respectively, and 73.0% and 70.3% for nine months ended September 30, 2022 and 2021. The Company recognizes revenue at the point in time at which the customer obtains control of the product or service is performed, 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 September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Rail Products and Global Friction Management	$	69,161	$	60,593	$	191,228	$	192,661
Technology Services and Solutions	8,189		13,349		31,629		36,295
Rail, Technologies, and Services	77,350		73,942		222,857		228,956
Precast Concrete Buildings	15,525		13,884		41,306		40,516
Other Precast Concrete Products	13,331		4,088		26,171		10,207
Precast Concrete Products	28,856		17,972		67,477		50,723
Fabricated Steel Products	15,250		30,512		45,821		100,233
Coatings and Measurement	8,559		7,627		24,169		20,743
Steel Products and Measurement	23,809		38,139		69,990		120,976
Total net sales	$	130,015	$	130,053	$	360,324	$	400,655

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


	Three Months Ended September 30, 2022
	Rail, Technologies, and Services		Precast Concrete Products		Steel Products and Measurement		Total
Point in time	$	64,913	$	13,331	$	20,871	$	99,115
Over time	12,437		15,525		2,938		30,900
Total net sales	$	77,350	$	28,856	$	23,809	$	130,015

	Three Months Ended September 30, 2021
	Rail, Technologies, and Services		Precast Concrete Products		Steel Products and Measurement		Total
Point in time	$	54,470	$	4,088	$	24,919	$	83,477
Over time	19,472		13,884		13,220		46,576
Total net sales	$	73,942	$	17,972	$	38,139	$	130,053


	Nine Months Ended September 30, 2022
	Rail, Technologies, and Services		Precast Concrete Products		Steel Products and Measurement		Total
Point in time	$	179,951	$	26,171	$	56,897	$	263,019
Over time	42,906		41,306		13,093		97,305
Total net sales	$	222,857	$	67,477	$	69,990	$	360,324

	Nine Months Ended September 30, 2021
	Rail, Technologies, and Services		Precast Concrete Products		Steel Products and Measurement		Total
Point in time	$	178,225	$	10,209	$	93,099	$	281,533
Over time	50,731		40,514		27,877		119,122
Total net sales	$	228,956	$	50,723	$	120,976	$	400,655

The timing of revenue recognition, billings, and cash collections results in billed receivables, costs in excess of billings (included in “Contract assets”), 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 nine months ended September 30, 2022 included transfers of $14,293 from the contract assets balance as of December 31, 2021 to accounts receivable. Significant changes in contract liabilities during the nine months ended September 30, 2022 resulted from increases of $3,087 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 September

30, 2022 and 2021 of $14 and $81, respectively, and revenue recognized during the nine months ended September 30, 2022 and 2021 of $2,656 and $985, respectively, which were included in contract liabilities at the beginning of each period.

The Company records provisions related to the allowance for credit losses associated with contract assets. Provisions are recorded based upon a specific review of individual contracts as necessary, and a standard provision over any remaining contract assets pooled together based on similar 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 are formed based on trends observed, as well as current and expected future conditions.

As of September 30, 2022, the Company had approximately $272,777 of obligations under new contracts and remaining performance obligations, which is also referred to as backlog. Approximately 10.1% of the September 30, 2022 backlog was related to projects that are anticipated to extend beyond September 30, 2023.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Goodwill and Other Intangible Assets

9 Months Ended

Sep. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

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


	Rail, Technologies, and Services		Precast Concrete Products		Steel Products and Measurement		Total
Balance as of December 31, 2021	$	14,577	$	2,564	$	3,011	$	20,152
Skratch acquisition	5,549		—		—		5,549
VanHooseCo acquisition	—		9,674		—		9,674
Foreign currency translation impact	(1,945)		—		—		(1,945)


Balance as of September 30, 2022	$	18,181	$	12,238	$	3,011	$	33,430

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 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 and current economic conditions, including but not limited to labor markets, supply chains, and other inflationary costs. However, the future impacts of COVID-19 and market conditions 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 September 30, 2022.

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


	September 30, 2022
	Weighted Average Amortization Period In Years	Gross Carrying Value		Accumulated Amortization		Net Carrying Amount
Non-compete agreements	1	$	24	$	(8)	$	16
Patents	10	326		(182)		144
Customer relationships	16	32,941		(16,363)		16,578
Trademarks and trade names	15	9,542		(5,056)		4,486
Technology	14	34,855		(27,202)		7,653
Favorable lease	6	327		(9)		318
		$	78,015	$	(48,820)	$	29,195

	December 31, 2021
	Weighted Average Amortization Period In Years	Gross Carrying Value		Accumulated Amortization		Net Carrying Amount

Patents	10	$	385	$	(218)	$	167
Customer relationships	18	36,163		(18,222)		17,941
Trademarks and trade names	16	7,801		(4,702)		3,099
Technology	13	35,772		(25,956)		9,816
		$	80,121	$	(49,098)	$	31,023

The Company amortizes intangible assets over their useful lives, which range from 1 to 25 years, with a total weighted average amortization period of approximately 15 years as of September 30, 2022. Amortization expense was $1,599 and $1,462 for the three months ended September 30, 2022 and 2021, respectively, and was $4,454 and $4,397 for the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022, the Company’s gross carrying value of customer relationships and technology intangible assets were reduced by $5,448 and $471, respectively, and the net carrying amount of customer relationships and technology intangible assets were reduced by $2,869 and $7, respectively, as a result of the August 1, 2022 disposition of the Track Components business.

As of September 30, 2022, estimated amortization expense for the remainder of 2022 and thereafter was as follows:


	Amortization Expense
Remainder of 2022	$	1,603
2023	6,036
2024	5,042
2025	3,219
2026	2,630
2027 and thereafter	10,665
	$	29,195

Accounts Receivable

9 Months Ended

Sep. 30, 2022

Accounts Receivable Additional Disclosures [Abstract]

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 September 30, 2022 and December 31, 2021 have been reduced by an allowance for credit losses of $515 and $547, 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 $40 and $145 for the three months ended September 30, 2022 and 2021, respectively, and expense of $171 and income of $127 for the nine months ended September 30, 2022 and 2021, 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 we believe appropriately groups receivables of similar credit risk together.

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, including the impacts of the COVID-19 pandemic. Management maintains stringent credit review practices and works to maintain positive customer relationships to further mitigate credit risk.

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


	Allowance for Credit Losses
Balance as of December 31, 2021	$	547
Current period provision	171
Write-off against allowance	(203)

Balance as of September 30, 2022	$	515

Inventory

9 Months Ended

Sep. 30, 2022

Inventory Disclosure [Abstract]

Inventory

Inventories as of September 30, 2022 and December 31, 2021 are summarized in the following table:


	September 30, 2022		December 31, 2021
Finished goods	$	43,745	$	23,822

Work-in-process	11,862		10,738
Raw materials	29,539		28,311
Inventories - net	$	85,146	$	62,871

Inventories of the Company are valued at average cost or net realizable value, whichever is lower.

Property, Plant and Equipment

9 Months Ended

Sep. 30, 2022

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, Plant, and Equipment

Property, plant, and equipment as of September 30, 2022 and December 31, 2021 consisted of the following:


	September 30, 2022		December 31, 2021
Land	$	5,256	$	6,224
Improvements to land and leaseholds	20,762		15,416
Buildings	34,468		27,206
Machinery and equipment, including equipment under finance leases	122,935		112,021
Construction in progress	3,102		1,194
Gross property, plant, and equipment	186,523		162,061
Less accumulated depreciation and amortization, including accumulated amortization of finance leases	(102,566)		(103,839)
Property, plant, and equipment - net	$	83,957	$	58,222

Depreciation expense was $2,269 and $2,041 for the three months ended September 30, 2022 and 2021, respectively, and $6,083 and $6,049 for the nine months ended September 30, 2022 and 2021, 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 no impairments of property, plant, and equipment during the nine months ended September 30, 2022 and 2021.

Leases

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

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” within 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 September 30, 2022, 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 September 30, 2022 and December 31, 2021:


	September 30, 2022		December 31, 2021
Operating leases
Operating lease right-of-use assets	$	12,701	$	15,131
Other accrued liabilities	$	2,700	$	2,852
Long-term operating lease liabilities	10,001		12,279
Total operating lease liabilities	$	12,701	$	15,131
Finance leases
Property, plant, and equipment	$	1,250	$	1,162
Accumulated amortization	(1,094)		(1,011)
Property, plant, and equipment - net	$	156	$	151
Current maturities of long-term debt	$	82	$	98
Long-term debt	74		53
Total finance lease liabilities	$	156	$	151

The components of lease expense within the Company’s Condensed Consolidated Statements of Operations were as follows for the three and nine months ended September 30, 2022 and 2021:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Finance lease cost:
Amortization of finance leases	$	44	$	50	$	119	$	152
Interest on lease liabilities	7		19		20		61
Operating lease cost	706		706		2,188		2,042
Sublease income	(50)		(50)		(150)		(150)
Total lease cost	$	707	$	725	$	2,177	$	2,105

The cash flow components of the Company’s leases were as follows for the nine months ended September 30, 2022 and 2021:


	Nine Months Ended September 30,
	2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows related to operating leases	$	(2,568)	$	(2,462)

Financing cash flows related to finance leases	(110)		(166)
Right-of-use assets obtained in exchange for new lease liabilities:
Operating leases	$	—	$	377

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


	September 30,
	2022		2021
Operating lease weighted-average remaining lease term	5		7
Operating lease weighted-average discount rate	5.2	%	5.2	%
Finance lease weighted-average remaining lease term	1		1
Finance lease weighted-average discount rate	4	%	4.2	%

As of September 30, 2022, estimated annual maturities of lease liabilities remaining for the year ending December 31, 2022 and thereafter were as follows:


	Operating Leases		Finance Leases
Remainder of 2022	$	845	$	32
2023	3,234		77
2024	2,900		41
2025	2,351		20
2026	2,147		9
2027 and thereafter	3,092		—
Total undiscounted lease payments	14,569		179
Interest	(1,868)		(23)
Total	$	12,701	$	156

Leases

The balance sheet components of the Company’s leases were as follows as of September 30, 2022 and December 31, 2021:


	September 30, 2022		December 31, 2021
Operating leases
Operating lease right-of-use assets	$	12,701	$	15,131
Other accrued liabilities	$	2,700	$	2,852
Long-term operating lease liabilities	10,001		12,279
Total operating lease liabilities	$	12,701	$	15,131
Finance leases
Property, plant, and equipment	$	1,250	$	1,162
Accumulated amortization	(1,094)		(1,011)
Property, plant, and equipment - net	$	156	$	151
Current maturities of long-term debt	$	82	$	98
Long-term debt	74		53
Total finance lease liabilities	$	156	$	151

The components of lease expense within the Company’s Condensed Consolidated Statements of Operations were as follows for the three and nine months ended September 30, 2022 and 2021:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Finance lease cost:
Amortization of finance leases	$	44	$	50	$	119	$	152
Interest on lease liabilities	7		19		20		61
Operating lease cost	706		706		2,188		2,042
Sublease income	(50)		(50)		(150)		(150)
Total lease cost	$	707	$	725	$	2,177	$	2,105

The cash flow components of the Company’s leases were as follows for the nine months ended September 30, 2022 and 2021:


	Nine Months Ended September 30,
	2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows related to operating leases	$	(2,568)	$	(2,462)

Financing cash flows related to finance leases	(110)		(166)
Right-of-use assets obtained in exchange for new lease liabilities:
Operating leases	$	—	$	377

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


	September 30,
	2022		2021
Operating lease weighted-average remaining lease term	5		7
Operating lease weighted-average discount rate	5.2	%	5.2	%
Finance lease weighted-average remaining lease term	1		1
Finance lease weighted-average discount rate	4	%	4.2	%

As of September 30, 2022, estimated annual maturities of lease liabilities remaining for the year ending December 31, 2022 and thereafter were as follows:


	Operating Leases		Finance Leases
Remainder of 2022	$	845	$	32
2023	3,234		77
2024	2,900		41
2025	2,351		20
2026	2,147		9
2027 and thereafter	3,092		—
Total undiscounted lease payments	14,569		179
Interest	(1,868)		(23)
Total	$	12,701	$	156

Long-term Debt and Related Matters

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Long-term Debt and Related Matters

Long-Term Debt and Related MattersLong-term debt consisted of the following:


	September 30, 2022		December 31, 2021
Revolving credit facility	$	98,763	$	31,100

Finance leases and financing agreements	156		151
Total	98,919		31,251
Less current maturities	(82)		(98)
Long-term portion	$	98,837	$	31,153

On August 13, 2021, the Company, its domestic subsidiaries, and certain of its Canadian and United Kingdom subsidiaries (collectively, the “Borrowers”), entered into the Fourth Amended and Restated Credit Agreement (the “Credit Agreement”) with PNC Bank, N.A., Citizens Bank, N.A., Wells Fargo Bank, National Association, Bank of America, N.A., and BMO Harris Bank, National Association. The Credit Agreement modifies the prior revolving credit facility, as amended, on more favorable terms and extends the maturity date from April 30, 2024 to August 13, 2026. The Credit Agreement provides for a five-year, revolving credit facility that permits aggregate borrowings of the Borrowers up to $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. The Credit Agreement’s incremental loan feature permits the Company to increase the available 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.

The obligation of the Company and its domestic, Canadian, and United Kingdom subsidiaries (the “Guarantors”) under the Credit Agreement will be secured by the grant of a security interest by the Borrowers and Guarantors in substantially all of the 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 their subsidiaries, will be pledged to the lenders as collateral for the lending obligations.

Borrowings 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 points, (b) the Prime Rate, or (c) the Daily LIBOR rate plus 100 basis points 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.

The Credit Agreement includes two financial covenants: (a) Maximum Gross Leverage Ratio, defined as the Company’s consolidated Indebtedness (as defined in the Credit Agreement) 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 (as defined in the Credit Agreement), and (b) Minimum Consolidated Fixed Charge Coverage Ratio, defined as the Company’s consolidated EBITDA divided by the Company’s Fixed Charges (as defined in the Credit Agreement), 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 $15,000 prior to and after giving effect to such acquisition; and (c) the aggregate consideration for the acquisition does not exceed: (i) $50,000 per acquisition, so long as the Gross Leverage Ratio (as defined in the Credit Agreement) is less than or equal to 2.75 after giving effect to such acquisition; or (ii) $75,000 per acquisition, so long as the 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 August 12, 2022, the Company amended its Credit Agreement to obtain approval for the VanHooseCo acquisition and temporarily modify certain financial covenants to accommodate the transaction. The Second Amendment permitted the Company to acquire the operating assets of VanHooseCo and modified the Maximum Gross Leverage Ratio covenant through June 30, 2023 to accommodate the transaction. The Second Amendment also added an additional tier to the pricing grid and provided for the conversion from LIBOR-based to SOFR-based borrowings.

As of September 30, 2022, the Company was in compliance with the covenants in the Credit Agreement, as amended. As of September 30, 2022, the Company had outstanding letters of credit of approximately $564 and had net available borrowing capacity of $30,673, subject to covenant restrictions. The maturity date of the facility is August 13, 2026.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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+ Details

Earnings Per Common Share

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Earnings Per Common Share

(Share amounts in thousands)

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Numerator for basic and diluted (loss) earnings per common share:
Net (loss) income from continuing operations	$	(2,105)	$	2,240	$	(1,715)	$	3,824
Income from discontinued operations	—		72		—		72
Net (loss) income	$	(2,105)	$	2,312	$	(1,715)	$	3,896
Denominator:
Weighted average shares outstanding	10,731		10,642		10,710		10,615
Denominator for basic loss per common share	10,731		10,642		10,710		10,615
Effect of dilutive securities:
Stock compensation plans	—		122		—		129
Dilutive potential common shares	—		122		—		129
Denominator for diluted (loss) income per common share - adjusted weighted average shares outstanding	10,731		10,764		10,710		10,744
Continuing operations	$	(0.20)	$	0.21	$	(0.16)	$	0.36
Discontinued operations	—		0.01		—		0.01
Basic (loss) earnings per common share	$	(0.20)	$	0.22	$	(0.16)	$	0.37
Continuing operations	$	(0.20)	$	0.21	$	(0.16)	$	0.36
Discontinued operations	—		0.01		—		0.01
Diluted (loss) earnings per common share	$	(0.20)	$	0.22	$	(0.16)	$	0.37

There were 109 and 108 anti-dilutive shares for the three and nine months ended September 30, 2022, respectively, excluded from the calculation.

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income TaxesFor the three months ended September 30, 2022 and 2021, the Company recorded an income tax benefit of $176 and expense of $676, respectively, on pre-tax losses of $2,281 and pre-tax income of $2,916, respectively, for an effective income tax rate of 7.7% and 23.2%, respectively. For the nine months ended September 30, 2022 and 2021, the Company recorded an income tax expense of $137 and $1,494, respectively, on pre-tax losses of $1,578 and pre-tax income of $5,318, respectively, for an effective income tax rate of 8.7% and 28.1%, respectively. The Company's provision for income taxes for the three- and nine-month periods ended September 30, 2022 included a discrete income tax expense of $330 for a change in our permanent reinvestment assertion with respect to the undistributed earnings in Canada, as a result of the divestiture of our Track Components business located in St-Jean-sur-Richelieu, Quebec, Canada. In addition to the impact of the discrete items, the Company’s effective tax rate for the three and nine months ended September 30, 2022 and 2021 differs from the federal statutory rate of 21% primarily due to state income taxes, nondeductible expenses, research tax credits and withholding taxes on excess cash available for repatriation from foreign affiliates. Changes in pre-tax income projections, combined with the seasonal nature of our businesses, could also impact the effective income tax rate.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Stock-Based Compensation

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement, Noncash Expense [Abstract]

Stock-Based Compensation

Stock-Based CompensationThe 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 $387 and $587 for the three months ended September 30, 2022 and 2021, respectively, and $1,570 and $1,800 for the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022, unrecognized compensation expense for unvested awards approximated $3,254. The Company expects to recognize this expense over the upcoming 3.4 years through March 2026.

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 Stock Awards

Under the 2022 Equity and Incentive Compensation Plan, predecessor to 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 award 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. Performance share units are offered annually under separate three-year long-term 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 2022, the Compensation Committee approved the 2022 Performance Share Unit Program and the 2022 Executive Incentive Compensation Plan (consisting of cash and equity components).

On June 2, 2022, the shareholders approved the new 2022 Equity and Incentive Compensation plan as the successor to the 2006 Omnibus Plan and contingent Strategic Transformation Plan.

The following table summarizes the restricted stock awards, deferred stock units, and performance share units activity for the nine months ended September 30, 2022:


	Restricted Stock	Deferred Stock Units	Performance Share Units	Weighted Average Grant Date Fair Value
Outstanding as of December 31, 2021	135,704	74,950	116,571	$	19.75
Granted	125,582	5,730	110,600	14.88
Vested	(75,153)	—	(13,095)	17.98
Adjustment for incentive awards expected to vest	—	—	(105,598)	16.67
Cancelled and forfeited	(500)	—	—	18.57
Outstanding as of September 30, 2022	185,633	80,680	108,478	$	17.70

Fair Value Measurements

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

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.

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.

SOFR-based interest rate swaps - To reduce the impact of interest rate changes on outstanding variable-rate debt, the Company amended and entered into forward-starting SOFR-based interest rate swaps with notional values totaling $20,000 and $20,000 effective August 12, 2022 and August 31, 2022, respectively. The fair value of the interest rate swaps are 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 September 30, 2022 and December 31, 2021, the interest rate swaps were recorded in “Other current assets” when the interest rate swaps’ fair market value are in an asset position, and "Other accrued liabilities" when in a liability position within our Condensed Consolidated Balance Sheets.


	Fair Value Measurements at Reporting Date								Fair Value Measurements at Reporting Date
	September 30, 2022		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		December 31, 2021		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Term deposits	$	17	$	17	$	—	$	—	$	18	$	18	$	—	$	—
Interest rate swaps	1,960		—		1,960		—		175		—		175		—
Total assets	$	1,977	$	17	$	1,960	$	—	$	193	$	18	$	175	$	—
Interest rate swaps	$	—	$	—	$	—	$	—	$	159	$	—	$	159	$	—
Total liabilities	$	—	$	—	$	—	$	—	$	159	$	—	$	159	$	—

The $20,000 interest rate swap agreements that became effective August 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.

The Company accounted for the $50,000 of interest rate swaps that became effective February 2017 as cash flow hedges. In the third quarter of 2020, the Company dedesignated the cash flow hedges and accounted for 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 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. These interest rate swaps expired February 2022.

For the three months ended September 30, 2021, the Company recognized interest expense of $244 from interest rate swaps. For the nine months ended September 30, 2022 and 2021, the Company recognized interest expense of $78 and $724, 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.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Retirement Plans

9 Months Ended

Sep. 30, 2022

Retirement Plans

The Company has three retirement plans that cover its hourly and salaried employees in the United States: one defined benefit plan, which is frozen, and two 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 one defined contribution plan for its employees in Canada. The Company also maintains two defined contribution plans and one defined benefit plan for its employees in the United Kingdom.

United States Defined Benefit Plan

Net periodic pension costs for the United States defined benefit pension plan for the three and nine months ended September 30, 2022 and 2021 were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021

Interest cost	$	49	$	43	$	146	$	129
Expected return on plan assets	(66)		(62)		(198)		(185)
Recognized net actuarial loss	18		25		53		74
Net periodic pension cost	$	1	$	6	$	1	$	18

The Company has made contributions to its United States defined benefit pension plan of $345 during the nine months ended September 30, 2022 and expects to make total contributions of $460 during 2022.

United Kingdom Defined Benefit Plan

Net periodic pension costs for the United Kingdom defined benefit pension plan for the three and nine months ended September 30, 2022 and 2021 were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Interest cost	$	42	$	28	$	126	$	84
Expected return on plan assets	(74)		(65)		(222)		(195)
Amortization of prior service costs and transition amount	6		7		18		21
Recognized net actuarial loss	38		83		114		249
Net periodic pension cost	$	12	$	53	$	36	$	159

United Kingdom regulations require trustees to adopt a prudent approach to funding required contributions to defined benefit pension plans. For the nine months ended September 30, 2022, the Company contributed approximately $226 to the plan. The Company anticipates total contributions of approximately $302 to the United Kingdom pension plan during 2022.

Defined Contribution Plans

The Company sponsors five 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 September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
United States	$	441	$	400	$	1,136	$	1,172
Canada	83		33		143		119
United Kingdom	588		131		588		386
	$	1,112	$	564	$	1,867	$	1,677

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 55
-Paragraph 17
-URI https://asc.fasb.org/extlink&oid=123450688&loc=d3e4179-114921

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+ Details

Commitments and Contingent Liabilities

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

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.

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


	Warranty Liability
Balance as of December 31, 2021	$	1,042
Additions to warranty liability	80
Warranty liability utilized	(366)
Balance as of September 30, 2022	$	756

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, 2022 and thereafter are as follows:


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



Total	$	20,000

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.

As of September 30, 2022 and December 31, 2021, the Company maintained environmental reserves approximating $2,470 and $2,519, respectively. The following table sets forth the Company’s environmental obligation:


	Environmental liability
Balance as of December 31, 2021	$	2,519

Environmental obligations utilized	(49)
Balance as of September 30, 2022	$	2,470

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 September 30, 2022.

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 September 30, 2022, no such disclosures were considered necessary.

Financial Statements (Policies)	9 Months Ended
Financial Statements (Policies)	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of PresentationThe 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 and Condensed Consolidated Statements of Cash Flows of L.B. Foster Company and subsidiaries as of September 30, 2022 and December 31, 2021 and its Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Comprehensive (Loss) Income, and Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2022 and 2021 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, 2022. The Condensed Consolidated Balance Sheet as of December 31, 2021 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, 2021. 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	Reclassifications Certain accounts in the prior year consolidated financial statements have been reclassified for comparative purposes principally to conform to the presentation of reporting segments in the current year period. Effective for the quarter and year ended December 31, 2021, 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 has three reporting segments, representing the individual businesses that are run separately under the new structure: Rail, Technologies, and Services; Precast Concrete Products; and Steel Products and Measurement. 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	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 does not expect the provisions of ASU 2020-04 to have a significant impact on its financial condition, results of operations, or cash flows.
Inventory	Inventories of the Company are valued at average cost or net realizable value, whichever is lower.
Share 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.

- Definition

Disclosure of inventory accounting policy for inventory classes, including, but not limited to, basis for determining inventory amounts, methods by which amounts are added and removed from inventory classes, loss recognition on impairment of inventories, and situations in which inventories are stated above cost.

+ References + Details

- Definition

Disclosure of accounting policy for award under share-based payment arrangement. Includes, but is not limited to, methodology and assumption used in measuring cost.

+ References + Details

Business Segments (Tables)

9 Months Ended

Sep. 30, 2022

Segment Reporting [Abstract]

Reconciliation of Revenue from Segments to Consolidated

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


	Three Months Ended September 30, 2022				Three Months Ended September 30, 2021
	Net Sales		Segment Operating Profit		Net Sales		Segment Operating Profit (Loss)
Rail, Technologies, and Services	$	77,350	$	539	$	73,942	$	3,091
Precast Concrete Products	28,856		1,245		17,972		144
Steel Products and Measurement	23,809		303		38,139		(27)
Total	$	130,015	$	2,087	$	130,053	$	3,208


	Nine Months Ended September 30, 2022				Nine Months Ended September 30, 2021
	Net Sales		Segment Operating Profit (Loss)		Net Sales		Segment Operating Profit (Loss)
Rail, Technologies, and Services	$	222,857	$	5,576	$	228,956	$	10,970
Precast Concrete Products	67,477		329		50,723		1,175
Steel Products and Measurement	69,990		(1,083)		120,976		(140)
Total	$	360,324	$	4,822	$	400,655	$	12,005

Reconciliation of Operating Profit (Loss) from Segments to Consolidated

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Operating profit for reportable segments	$	2,087	$	3,208	$	4,822	$	12,005
Interest expense - net	(993)		(722)		(1,747)		(2,454)

Other (expense) income - net	(168)		2,880		1,096		2,751


Unallocated corporate expenses and other unallocated charges	(3,207)		(2,450)		(5,749)		(6,984)
(Loss) income from continuing operations before income taxes	$	(2,281)	$	2,916	$	(1,578)	$	5,318

Reconciliation of Assets from Segment to Consolidated

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


	September 30, 2022		December 31, 2021
Rail, Technologies, and Services	$	165,651	$	171,608
Precast Concrete Products	116,519		48,740
Steel Products and Measurement	64,830		58,377
Unallocated corporate assets	66,192		63,870
Total	$	413,192	$	342,595

Acquisitions and Divestitures (Tables)

9 Months Ended

Sep. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Acquisition, Pro Forma Information

The Company has omitted the prior year interim period from the table below due to the acquired company being a privately-held entity with limited interim financial information.


	Nine Months Ended September 30,
		2022
Net sales		$	385,824
Net loss attributable to L.B. Foster Company		(633)
Diluted loss per share
As reported		$	(0.16)
Pro forma		$	(0.06)

Schedule of Business Acquisitions, by Acquisition


Allocation of purchase price	VanHooseCo		Skratch
Current assets, net of cash acquired on the acquisition date	$	10,825	$	1,129
Property, plant, and equipment	30,001		174
Goodwill	9,674		5,549
Other intangibles	4,561		1,750
Liabilities assumed	(2,521)		(1,200)
Total	$	52,540	$	7,402

The following table summarizes the estimates of the fair values of the VanHooseCo and Skratch identifiable intangible assets acquired:


Identifiable intangible assets	VanHooseCo		Skratch
Non-compete agreements	$	—	27
Customer relationships	1,537		1,349
Trademarks and trade names	2,697		374
Favorable lease	327		—
Total	$	4,561	$	1,750

Revenue (Tables)

9 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Rail Products and Global Friction Management	$	69,161	$	60,593	$	191,228	$	192,661
Technology Services and Solutions	8,189		13,349		31,629		36,295
Rail, Technologies, and Services	77,350		73,942		222,857		228,956
Precast Concrete Buildings	15,525		13,884		41,306		40,516
Other Precast Concrete Products	13,331		4,088		26,171		10,207
Precast Concrete Products	28,856		17,972		67,477		50,723
Fabricated Steel Products	15,250		30,512		45,821		100,233
Coatings and Measurement	8,559		7,627		24,169		20,743
Steel Products and Measurement	23,809		38,139		69,990		120,976
Total net sales	$	130,015	$	130,053	$	360,324	$	400,655

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


	Three Months Ended September 30, 2022
	Rail, Technologies, and Services		Precast Concrete Products		Steel Products and Measurement		Total
Point in time	$	64,913	$	13,331	$	20,871	$	99,115
Over time	12,437		15,525		2,938		30,900
Total net sales	$	77,350	$	28,856	$	23,809	$	130,015

	Three Months Ended September 30, 2021
	Rail, Technologies, and Services		Precast Concrete Products		Steel Products and Measurement		Total
Point in time	$	54,470	$	4,088	$	24,919	$	83,477
Over time	19,472		13,884		13,220		46,576
Total net sales	$	73,942	$	17,972	$	38,139	$	130,053


	Nine Months Ended September 30, 2022
	Rail, Technologies, and Services		Precast Concrete Products		Steel Products and Measurement		Total
Point in time	$	179,951	$	26,171	$	56,897	$	263,019
Over time	42,906		41,306		13,093		97,305
Total net sales	$	222,857	$	67,477	$	69,990	$	360,324

	Nine Months Ended September 30, 2021
	Rail, Technologies, and Services		Precast Concrete Products		Steel Products and Measurement		Total
Point in time	$	178,225	$	10,209	$	93,099	$	281,533
Over time	50,731		40,514		27,877		119,122
Total net sales	$	228,956	$	50,723	$	120,976	$	400,655

Goodwill and Other Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

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


	Rail, Technologies, and Services		Precast Concrete Products		Steel Products and Measurement		Total
Balance as of December 31, 2021	$	14,577	$	2,564	$	3,011	$	20,152
Skratch acquisition	5,549		—		—		5,549
VanHooseCo acquisition	—		9,674		—		9,674
Foreign currency translation impact	(1,945)		—		—		(1,945)


Balance as of September 30, 2022	$	18,181	$	12,238	$	3,011	$	33,430

Schedule of Intangible Assets and Goodwill

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


	September 30, 2022
	Weighted Average Amortization Period In Years	Gross Carrying Value		Accumulated Amortization		Net Carrying Amount
Non-compete agreements	1	$	24	$	(8)	$	16
Patents	10	326		(182)		144
Customer relationships	16	32,941		(16,363)		16,578
Trademarks and trade names	15	9,542		(5,056)		4,486
Technology	14	34,855		(27,202)		7,653
Favorable lease	6	327		(9)		318
		$	78,015	$	(48,820)	$	29,195

	December 31, 2021
	Weighted Average Amortization Period In Years	Gross Carrying Value		Accumulated Amortization		Net Carrying Amount

Patents	10	$	385	$	(218)	$	167
Customer relationships	18	36,163		(18,222)		17,941
Trademarks and trade names	16	7,801		(4,702)		3,099
Technology	13	35,772		(25,956)		9,816
		$	80,121	$	(49,098)	$	31,023

Estimated Future Amortization

As of September 30, 2022, estimated amortization expense for the remainder of 2022 and thereafter was as follows:


	Amortization Expense
Remainder of 2022	$	1,603
2023	6,036
2024	5,042
2025	3,219
2026	2,630
2027 and thereafter	10,665
	$	29,195

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

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+ Details

Accounts Receivable (Tables)

9 Months Ended

Sep. 30, 2022

Accounts Receivable Additional Disclosures [Abstract]

Accounts Receivable, Allowance for Credit Loss

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


	Allowance for Credit Losses
Balance as of December 31, 2021	$	547
Current period provision	171
Write-off against allowance	(203)

Balance as of September 30, 2022	$	515

Inventory (Tables)

9 Months Ended

Sep. 30, 2022

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventories as of September 30, 2022 and December 31, 2021 are summarized in the following table:


	September 30, 2022		December 31, 2021
Finished goods	$	43,745	$	23,822

Work-in-process	11,862		10,738
Raw materials	29,539		28,311
Inventories - net	$	85,146	$	62,871

Property, Plant and Equipment (Tables)

9 Months Ended

Sep. 30, 2022

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, plant, and equipment as of September 30, 2022 and December 31, 2021 consisted of the following:


	September 30, 2022		December 31, 2021
Land	$	5,256	$	6,224
Improvements to land and leaseholds	20,762		15,416
Buildings	34,468		27,206
Machinery and equipment, including equipment under finance leases	122,935		112,021
Construction in progress	3,102		1,194
Gross property, plant, and equipment	186,523		162,061
Less accumulated depreciation and amortization, including accumulated amortization of finance leases	(102,566)		(103,839)
Property, plant, and equipment - net	$	83,957	$	58,222

Leases (Tables)

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Balance Sheet Locations

The balance sheet components of the Company’s leases were as follows as of September 30, 2022 and December 31, 2021:


	September 30, 2022		December 31, 2021
Operating leases
Operating lease right-of-use assets	$	12,701	$	15,131
Other accrued liabilities	$	2,700	$	2,852
Long-term operating lease liabilities	10,001		12,279
Total operating lease liabilities	$	12,701	$	15,131
Finance leases
Property, plant, and equipment	$	1,250	$	1,162
Accumulated amortization	(1,094)		(1,011)
Property, plant, and equipment - net	$	156	$	151
Current maturities of long-term debt	$	82	$	98
Long-term debt	74		53
Total finance lease liabilities	$	156	$	151

Components of Lease Cost

The components of lease expense within the Company’s Condensed Consolidated Statements of Operations were as follows for the three and nine months ended September 30, 2022 and 2021:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Finance lease cost:
Amortization of finance leases	$	44	$	50	$	119	$	152
Interest on lease liabilities	7		19		20		61
Operating lease cost	706		706		2,188		2,042
Sublease income	(50)		(50)		(150)		(150)
Total lease cost	$	707	$	725	$	2,177	$	2,105

The cash flow components of the Company’s leases were as follows for the nine months ended September 30, 2022 and 2021:


	Nine Months Ended September 30,
	2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows related to operating leases	$	(2,568)	$	(2,462)

Financing cash flows related to finance leases	(110)		(166)
Right-of-use assets obtained in exchange for new lease liabilities:
Operating leases	$	—	$	377

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


	September 30,
	2022		2021
Operating lease weighted-average remaining lease term	5		7
Operating lease weighted-average discount rate	5.2	%	5.2	%
Finance lease weighted-average remaining lease term	1		1
Finance lease weighted-average discount rate	4	%	4.2	%

Lessee, Operating Lease, Liability, Maturity

As of September 30, 2022, estimated annual maturities of lease liabilities remaining for the year ending December 31, 2022 and thereafter were as follows:


	Operating Leases		Finance Leases
Remainder of 2022	$	845	$	32
2023	3,234		77
2024	2,900		41
2025	2,351		20
2026	2,147		9
2027 and thereafter	3,092		—
Total undiscounted lease payments	14,569		179
Interest	(1,868)		(23)
Total	$	12,701	$	156

Finance Lease, Liability, Maturity

As of September 30, 2022, estimated annual maturities of lease liabilities remaining for the year ending December 31, 2022 and thereafter were as follows:


	Operating Leases		Finance Leases
Remainder of 2022	$	845	$	32
2023	3,234		77
2024	2,900		41
2025	2,351		20
2026	2,147		9
2027 and thereafter	3,092		—
Total undiscounted lease payments	14,569		179
Interest	(1,868)		(23)
Total	$	12,701	$	156

Long-term Debt and Related Matters (Tables)

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

Long-term debt consisted of the following:


	September 30, 2022		December 31, 2021
Revolving credit facility	$	98,763	$	31,100

Finance leases and financing agreements	156		151
Total	98,919		31,251
Less current maturities	(82)		(98)
Long-term portion	$	98,837	$	31,153

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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+ Details

Earnings Per Common Share (Tables)

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Schedule of Earnings (Loss) Per Share, Basic and Diluted

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Numerator for basic and diluted (loss) earnings per common share:
Net (loss) income from continuing operations	$	(2,105)	$	2,240	$	(1,715)	$	3,824
Income from discontinued operations	—		72		—		72
Net (loss) income	$	(2,105)	$	2,312	$	(1,715)	$	3,896
Denominator:
Weighted average shares outstanding	10,731		10,642		10,710		10,615
Denominator for basic loss per common share	10,731		10,642		10,710		10,615
Effect of dilutive securities:
Stock compensation plans	—		122		—		129
Dilutive potential common shares	—		122		—		129
Denominator for diluted (loss) income per common share - adjusted weighted average shares outstanding	10,731		10,764		10,710		10,744
Continuing operations	$	(0.20)	$	0.21	$	(0.16)	$	0.36
Discontinued operations	—		0.01		—		0.01
Basic (loss) earnings per common share	$	(0.20)	$	0.22	$	(0.16)	$	0.37
Continuing operations	$	(0.20)	$	0.21	$	(0.16)	$	0.36
Discontinued operations	—		0.01		—		0.01
Diluted (loss) earnings per common share	$	(0.20)	$	0.22	$	(0.16)	$	0.37

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement, Noncash Expense [Abstract]

Schedule of Nonvested Share Activity

The following table summarizes the restricted stock awards, deferred stock units, and performance share units activity for the nine months ended September 30, 2022:


	Restricted Stock	Deferred Stock Units	Performance Share Units	Weighted Average Grant Date Fair Value
Outstanding as of December 31, 2021	135,704	74,950	116,571	$	19.75
Granted	125,582	5,730	110,600	14.88
Vested	(75,153)	—	(13,095)	17.98
Adjustment for incentive awards expected to vest	—	—	(105,598)	16.67
Cancelled and forfeited	(500)	—	—	18.57
Outstanding as of September 30, 2022	185,633	80,680	108,478	$	17.70

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis


	Fair Value Measurements at Reporting Date								Fair Value Measurements at Reporting Date
	September 30, 2022		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		December 31, 2021		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Term deposits	$	17	$	17	$	—	$	—	$	18	$	18	$	—	$	—
Interest rate swaps	1,960		—		1,960		—		175		—		175		—
Total assets	$	1,977	$	17	$	1,960	$	—	$	193	$	18	$	175	$	—
Interest rate swaps	$	—	$	—	$	—	$	—	$	159	$	—	$	159	$	—
Total liabilities	$	—	$	—	$	—	$	—	$	159	$	—	$	159	$	—

Retirement Plans (Tables)

9 Months Ended

Sep. 30, 2022

Defined Benefit Plan Disclosure

Schedule of Costs of Retirement Plans

The following table summarizes the expense associated with the contributions made to these plans for the periods presented:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
United States	$	441	$	400	$	1,136	$	1,172
Canada	83		33		143		119
United Kingdom	588		131		588		386
	$	1,112	$	564	$	1,867	$	1,677

United States

Defined Benefit Plan Disclosure

Schedule of Net Benefit Costs

Net periodic pension costs for the United States defined benefit pension plan for the three and nine months ended September 30, 2022 and 2021 were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021

Interest cost	$	49	$	43	$	146	$	129
Expected return on plan assets	(66)		(62)		(198)		(185)
Recognized net actuarial loss	18		25		53		74
Net periodic pension cost	$	1	$	6	$	1	$	18

United Kingdom

Defined Benefit Plan Disclosure

Schedule of Net Benefit Costs

Net periodic pension costs for the United Kingdom defined benefit pension plan for the three and nine months ended September 30, 2022 and 2021 were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Interest cost	$	42	$	28	$	126	$	84
Expected return on plan assets	(74)		(65)		(222)		(195)
Amortization of prior service costs and transition amount	6		7		18		21
Recognized net actuarial loss	38		83		114		249
Net periodic pension cost	$	12	$	53	$	36	$	159

Commitments and Contingent Liabilities (Tables)

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of Product Warranty Liability

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


	Warranty Liability
Balance as of December 31, 2021	$	1,042
Additions to warranty liability	80
Warranty liability utilized	(366)
Balance as of September 30, 2022	$	756

Schedule Of Future Payments Of Legal Settlements

The expected payments under the UPRR Settlement Agreement for the remainder of the year ending December 31, 2022 and thereafter are as follows:


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



Total	$	20,000

Environmental Loss Contingencies

The following table sets forth the Company’s environmental obligation:


	Environmental liability
Balance as of December 31, 2021	$	2,519

Environmental obligations utilized	(49)
Balance as of September 30, 2022	$	2,470

Financial Statements (Details)	9 Months Ended
Financial Statements (Details)	Sep. 30, 2022 segment
Accounting Policies [Abstract]
Number of reportable segments	3

Business Segments - Reconciliation of Revenue from Segments to Consolidated (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Segment Reporting Information
Total net sales	$ 130,015	$ 130,053	$ 360,324	$ 400,655
Operating (loss) profit	(1,120)	758	(927)	5,021
Operating Segments
Segment Reporting Information
Total net sales	130,015	130,053	360,324	400,655
Operating (loss) profit	2,087	3,208	4,822	12,005
Rail, Technologies, and Services
Segment Reporting Information
Total net sales	77,350	73,942	222,857	228,956
Rail, Technologies, and Services \| Operating Segments
Segment Reporting Information
Total net sales	77,350	73,942	222,857	228,956
Operating (loss) profit	539	3,091	5,576	10,970
Precast Concrete Products
Segment Reporting Information
Total net sales	28,856	17,972	67,477	50,723
Precast Concrete Products \| Operating Segments
Segment Reporting Information
Total net sales	28,856	17,972	67,477	50,723
Operating (loss) profit	1,245	144	329	1,175
Steel Products and Measurement
Segment Reporting Information
Total net sales	23,809	38,139	69,990	120,976
Steel Products and Measurement \| Operating Segments
Segment Reporting Information
Total net sales	23,809	38,139	69,990	120,976
Operating (loss) profit	$ 303	$ (27)	$ (1,083)	$ (140)

- Definition

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

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+ Details

Business Segments - Reconciliation of Operating Profit (Loss) from Segments to Consolidated (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Operating profit for reportable segments	$ (1,120)	$ 758	$ (927)	$ 5,021
Other (expense) income - net	(168)	2,880	1,096	2,751
(Loss) income from continuing operations before income taxes	(2,281)	2,916	(1,578)	5,318
Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Operating profit for reportable segments	2,087	3,208	4,822	12,005
Interest expense - net	(993)	(722)	(1,747)	(2,454)
Other (expense) income - net	(168)	2,880	1,096	2,751
Unallocated corporate expenses and other unallocated charges	(3,207)	(2,450)	(5,749)	(6,984)
(Loss) income from continuing operations before income taxes	$ (2,281)	$ 2,916	$ (1,578)	$ 5,318

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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+ Details

Business Segments - Reconciliation of Assets from Segment to Consolidated (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Segment Reporting Information
Assets	$ 413,192	$ 342,595
Operating Segments \| Rail, Technologies, and Services
Segment Reporting Information
Assets	165,651	171,608
Operating Segments \| Precast Concrete Products
Segment Reporting Information
Assets	116,519	48,740
Operating Segments \| Steel Products and Measurement
Segment Reporting Information
Assets	64,830	58,377
Unallocated corporate assets
Segment Reporting Information
Assets	$ 66,192	$ 63,870

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

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+ Details

Acquisitions and Divestitures - Narrative (Details) - USD ($) $ in Thousands					2 Months Ended
	Aug. 12, 2022	Aug. 01, 2022	Jun. 21, 2022	Sep. 24, 2021	Sep. 30, 2022
Finite-Lived Intangible Assets
Proceeds from divestiture of assets		$ 7,795
Proceeds of total sales expected				$ 23,902
Skratch acquisition
Finite-Lived Intangible Assets
Business combination, stock acquire			$ 7,402
Business combination, deferred consideration			$ 1,228
Business combination, term for payment of deferred consideration			5 years
VanHooseCo acquisition
Finite-Lived Intangible Assets
Business combination, stock acquire					$ 52,540
Business combination, consideration transferred	$ 52,203
Escrow Deposit	2,500
Business combination, contingent consideration, liability	$ 1,000
Business combination, acquiree, net sales					6,353
Business combination, acquiree, operating profit					$ 397

Acquisitions and Divestitures - Schedule of Business Acquisition, Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Business Acquisition [Line Items]
Diluted earnings per share (usd per share)	$ (0.20)	$ 0.22	$ (0.16)	$ 0.37
VanHooseCo acquisition
Business Acquisition [Line Items]
Net sales			$ 385,824
Net loss attributable to L.B. Foster Company			$ (633)
Diluted earnings per share, pro forma (usd per share)			$ (0.06)

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

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+ Details

Acquisitions and Divestitures - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Jun. 21, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill	$ 33,430		$ 20,152
Total	78,015		80,121
Non-compete agreements
Business Acquisition [Line Items]
Total	24
Customer relationships
Business Acquisition [Line Items]
Total	32,941		$ 36,163
Favorable lease
Business Acquisition [Line Items]
Total	327
VanHooseCo acquisition
Business Acquisition [Line Items]
Current assets, net of cash acquired on the acquisition date	10,825
Property, plant, and equipment	30,001
Goodwill	9,674
Other intangibles	4,561
Liabilities assumed	(2,521)
Total	52,540
Total	4,561
VanHooseCo acquisition \| Non-compete agreements
Business Acquisition [Line Items]
Total	0
VanHooseCo acquisition \| Customer relationships
Business Acquisition [Line Items]
Total	1,537
VanHooseCo acquisition \| Trademarks and trade names
Business Acquisition [Line Items]
Total	2,697
VanHooseCo acquisition \| Favorable lease
Business Acquisition [Line Items]
Total	327
Skratch acquisition
Business Acquisition [Line Items]
Current assets, net of cash acquired on the acquisition date	1,129
Property, plant, and equipment	174
Goodwill	5,549
Other intangibles	1,750
Liabilities assumed	(1,200)
Total		$ 7,402
Total	1,750
Skratch acquisition \| Non-compete agreements
Business Acquisition [Line Items]
Total	27
Skratch acquisition \| Customer relationships
Business Acquisition [Line Items]
Total	1,349
Skratch acquisition \| Trademarks and trade names
Business Acquisition [Line Items]
Total	374
Skratch acquisition \| Favorable lease
Business Acquisition [Line Items]
Total	$ 0

Revenue - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Revenue - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Disaggregation of Revenue
Revenue recognized	$ 130,015	$ 130,053	$ 360,324	$ 400,655
Contract assets - net (Note 4)	31,963		31,963		$ 36,179
Contract with customer, liability	4,606		4,606		$ 3,235
Contract assets transferred to receivables			14,293
Cash proceeds from liability contract			3,087
Revenue recognized from contract liability	$ 14	$ 81	$ 2,656	$ 985
Over time
Disaggregation of Revenue
Customer revenue transferred (percentage)	23.80%	35.80%	27.00%	29.70%
Revenue recognized	$ 30,900	$ 46,576	$ 97,305	$ 119,122
Over time \| Performance Based
Disaggregation of Revenue
Revenue recognized	14,380	30,314	53,791	79,109
Over time \| Delivery Based
Disaggregation of Revenue
Revenue recognized	$ 16,520	$ 16,262	$ 43,514	$ 40,013
Point in time
Disaggregation of Revenue
Customer revenue transferred (percentage)	76.20%	64.20%	73.00%	70.30%
Revenue recognized	$ 99,115	$ 83,477	$ 263,019	$ 281,533

Revenue - Disaggregation of Revenues (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation of Revenue
Total net sales	$ 130,015	$ 130,053	$ 360,324	$ 400,655
Rail, Technologies, and Services
Disaggregation of Revenue
Total net sales	77,350	73,942	222,857	228,956
Precast Concrete Products
Disaggregation of Revenue
Total net sales	28,856	17,972	67,477	50,723
Steel Products and Measurement
Disaggregation of Revenue
Total net sales	23,809	38,139	69,990	120,976
Rail Products and Global Friction Management \| Rail, Technologies, and Services
Disaggregation of Revenue
Total net sales	69,161	60,593	191,228	192,661
Technology Services and Solutions \| Rail, Technologies, and Services
Disaggregation of Revenue
Total net sales	8,189	13,349	31,629	36,295
Precast Concrete Buildings \| Precast Concrete Products
Disaggregation of Revenue
Total net sales	15,525	13,884	41,306	40,516
Other Precast Concrete Products \| Precast Concrete Products
Disaggregation of Revenue
Total net sales	13,331	4,088	26,171	10,207
Fabricated Steel Products \| Steel Products and Measurement
Disaggregation of Revenue
Total net sales	15,250	30,512	45,821	100,233
Coatings and Measurement \| Steel Products and Measurement
Disaggregation of Revenue
Total net sales	$ 8,559	$ 7,627	$ 24,169	$ 20,743

Revenue - Timing of Transfer (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation of Revenue
Total net sales	$ 130,015	$ 130,053	$ 360,324	$ 400,655
Point in time
Disaggregation of Revenue
Total net sales	99,115	83,477	263,019	281,533
Over time
Disaggregation of Revenue
Total net sales	30,900	46,576	97,305	119,122
Rail, Technologies, and Services
Disaggregation of Revenue
Total net sales	77,350	73,942	222,857	228,956
Rail, Technologies, and Services \| Point in time
Disaggregation of Revenue
Total net sales	64,913	54,470	179,951	178,225
Rail, Technologies, and Services \| Over time
Disaggregation of Revenue
Total net sales	12,437	19,472	42,906	50,731
Precast Concrete Products
Disaggregation of Revenue
Total net sales	28,856	17,972	67,477	50,723
Precast Concrete Products \| Point in time
Disaggregation of Revenue
Total net sales	13,331	4,088	26,171	10,209
Precast Concrete Products \| Over time
Disaggregation of Revenue
Total net sales	15,525	13,884	41,306	40,514
Steel Products and Measurement
Disaggregation of Revenue
Total net sales	23,809	38,139	69,990	120,976
Steel Products and Measurement \| Point in time
Disaggregation of Revenue
Total net sales	20,871	24,919	56,897	93,099
Steel Products and Measurement \| Over time
Disaggregation of Revenue
Total net sales	$ 2,938	$ 13,220	$ 13,093	$ 27,877

- Definition

+ References

+ Details

Revenue - Remaining Performance Obligation (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Revenue from Contract with Customer [Abstract]
Revenue remaining performance obligation	$ 272,777
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Revenue remaining performance obligation (percentage)	10.10%
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year

Goodwill and Other Intangible Assets - Schedule of Goodwill (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Goodwill
Goodwill, beginning balance	$ 20,152
Foreign currency translation impact	(1,945)
Goodwill, ending balance	33,430
VanHooseCo acquisition
Goodwill
Acquisition	9,674
Goodwill, ending balance	9,674
Skratch acquisition
Goodwill
Acquisition	5,549
Goodwill, ending balance	5,549
Rail, Technologies, and Services
Goodwill
Goodwill, beginning balance	14,577
Foreign currency translation impact	(1,945)
Goodwill, ending balance	18,181
Rail, Technologies, and Services \| VanHooseCo acquisition
Goodwill
Acquisition	0
Rail, Technologies, and Services \| Skratch acquisition
Goodwill
Acquisition	5,549
Precast Concrete Products
Goodwill
Goodwill, beginning balance	2,564
Foreign currency translation impact	0
Goodwill, ending balance	12,238
Precast Concrete Products \| VanHooseCo acquisition
Goodwill
Acquisition	9,674
Precast Concrete Products \| Skratch acquisition
Goodwill
Acquisition	0
Steel Products and Measurement
Goodwill
Goodwill, beginning balance	3,011
Foreign currency translation impact	0
Goodwill, ending balance	3,011
Steel Products and Measurement \| VanHooseCo acquisition
Goodwill
Acquisition	0
Steel Products and Measurement \| Skratch acquisition
Goodwill
Acquisition	$ 0

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended		12 Months Ended
	Aug. 01, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Finite-Lived Intangible Assets
Amortization expense		$ 1,599	$ 1,462	$ 4,454	$ 4,397
Customer relationships
Finite-Lived Intangible Assets
Increase (decrease) in gross carrying value of intangible assets	$ (5,448)
Increase (decrease) in net carrying value of intangible assets	(2,869)
Technology
Finite-Lived Intangible Assets
Increase (decrease) in gross carrying value of intangible assets	(471)
Increase (decrease) in net carrying value of intangible assets	$ (7)
Minimum
Finite-Lived Intangible Assets
Finite lived intangible asset, useful life				1 year
Maximum
Finite-Lived Intangible Assets
Finite lived intangible asset, useful life				25 years
Weighted Average
Finite-Lived Intangible Assets
Finite lived intangible asset, useful life				15 years
Weighted Average \| Customer relationships
Finite-Lived Intangible Assets
Finite lived intangible asset, useful life				16 years		18 years
Weighted Average \| Technology
Finite-Lived Intangible Assets
Finite lived intangible asset, useful life				14 years		13 years

Goodwill and Other Intangible Assets - Schedule of Intangible Asset (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets
Gross Carrying Value	$ 78,015	$ 80,121
Accumulated Amortization	(48,820)	(49,098)
Net Carrying Amount	29,195	31,023
Non-compete agreements
Finite-Lived Intangible Assets
Gross Carrying Value	24
Accumulated Amortization	(8)
Net Carrying Amount	16
Patents
Finite-Lived Intangible Assets
Gross Carrying Value	326	385
Accumulated Amortization	(182)	(218)
Net Carrying Amount	144	167
Customer relationships
Finite-Lived Intangible Assets
Gross Carrying Value	32,941	36,163
Accumulated Amortization	(16,363)	(18,222)
Net Carrying Amount	16,578	17,941
Trademarks and trade names
Finite-Lived Intangible Assets
Gross Carrying Value	9,542	7,801
Accumulated Amortization	(5,056)	(4,702)
Net Carrying Amount	4,486	3,099
Technology
Finite-Lived Intangible Assets
Gross Carrying Value	34,855	35,772
Accumulated Amortization	(27,202)	(25,956)
Net Carrying Amount	7,653	$ 9,816
Favorable lease
Finite-Lived Intangible Assets
Gross Carrying Value	327
Accumulated Amortization	(9)
Net Carrying Amount	$ 318
Weighted Average
Finite-Lived Intangible Assets
Weighted Average Amortization Period In Years	15 years
Weighted Average \| Non-compete agreements
Finite-Lived Intangible Assets
Weighted Average Amortization Period In Years	1 year
Weighted Average \| Patents
Finite-Lived Intangible Assets
Weighted Average Amortization Period In Years	10 years	10 years
Weighted Average \| Customer relationships
Finite-Lived Intangible Assets
Weighted Average Amortization Period In Years	16 years	18 years
Weighted Average \| Trademarks and trade names
Finite-Lived Intangible Assets
Weighted Average Amortization Period In Years	15 years	16 years
Weighted Average \| Technology
Finite-Lived Intangible Assets
Weighted Average Amortization Period In Years	14 years	13 years
Weighted Average \| Favorable lease
Finite-Lived Intangible Assets
Weighted Average Amortization Period In Years	6 years

Goodwill and Other Intangible Assets - Schedule of Expected Amortization Expense (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2022	$ 1,603
2023	6,036
2024	5,042
2025	3,219
2026	2,630
2027 and thereafter	10,665
Net Carrying Amount	$ 29,195	$ 31,023

Accounts Receivable - Narratives (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Financing Receivable, Allowance for Credit Loss [Line Items]
Allowance doubtful accounts, receivables	$ 515		$ 515		$ 547
Current period provision			171
Selling, General and Administrative Expenses
Financing Receivable, Allowance for Credit Loss [Line Items]
Current period provision	$ (40)	$ (145)	$ 171	$ (127)

Accounts Receivable - Allowance for Credit Losses (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Allowance for Doubtful Accounts
Allowance for doubtful accounts, beginning balance	$ 547
Current period provision	171
Write-off against allowance	(203)
Allowance for doubtful accounts, ending balance	$ 515

Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Finished goods	$ 43,745	$ 23,822
Work-in-process	11,862	10,738
Raw materials	29,539	28,311
Inventories - net	$ 85,146	$ 62,871

Property, Plant and Equipment (Details) - USD ($)	3 Months Ended		9 Months Ended
Property, Plant and Equipment (Details) - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Property, Plant and Equipment
Gross property, plant, and equipment	$ 186,523,000		$ 186,523,000		$ 162,061,000
Less accumulated depreciation and amortization, including accumulated amortization of finance leases	(102,566,000)		(102,566,000)		(103,839,000)
Property, plant, and equipment - net	83,957,000		83,957,000		58,222,000
Depreciation	2,269,000	$ 2,041,000	6,083,000	$ 6,049,000
Impairments of property, plant, and equipment			0	$ 0
Land
Property, Plant and Equipment
Gross property, plant, and equipment	5,256,000		5,256,000		6,224,000
Improvements to land and leaseholds
Property, Plant and Equipment
Gross property, plant, and equipment	20,762,000		20,762,000		15,416,000
Buildings
Property, Plant and Equipment
Gross property, plant, and equipment	34,468,000		34,468,000		27,206,000
Machinery and equipment, including equipment under finance leases
Property, Plant and Equipment
Gross property, plant, and equipment	122,935,000		122,935,000		112,021,000
Construction in progress
Property, Plant and Equipment
Gross property, plant, and equipment	$ 3,102,000		$ 3,102,000		$ 1,194,000

Leases - Narrative (Details)	9 Months Ended
Leases - Narrative (Details)	Sep. 30, 2022
Lessee, Lease, Description
Lease renewal term	12 years
Lease termination period	1 year
Minimum
Lessee, Lease, Description
Lease term	2 years
Maximum
Lessee, Lease, Description
Lease term	12 years

Leases - Balance Sheet Location (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Operating leases
Operating lease right-of-use assets	$ 12,701	$ 15,131
Other accrued liabilities	2,700	2,852
Long-term operating lease liabilities	10,001	12,279
Total operating lease liabilities	12,701	15,131
Finance leases
Property, plant, and equipment	1,250	1,162
Accumulated amortization	(1,094)	(1,011)
Property, plant, and equipment - net	156	151
Current maturities of long-term debt	82	98
Long-term debt	74	53
Total finance lease liabilities	$ 156	$ 151
Operating lease, liability, current, statement of financial position	Other accrued liabilities	Other accrued liabilities
Finance lease, right-of-use asset, statement of financial position	Property, plant, and equipment - net (Note 8)	Property, plant, and equipment - net (Note 8)
Finance lease, liability, current, statement of financial position	Long-Term Debt and Lease Obligation, Current	Long-Term Debt and Lease Obligation, Current
Finance lease, liability, noncurrent, statement of financial position	Long-term portion	Long-term portion

Leases - Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Leases - Lease Cost (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Finance lease cost:
Amortization of finance leases	$ 44	$ 50	$ 119	$ 152
Interest on lease liabilities	7	19	20	61
Operating lease cost	706	706	2,188	2,042
Sublease income	(50)	(50)	(150)	(150)
Total lease cost	$ 707	$ 725	$ 2,177	$ 2,105

Leases - Cash Flow Components (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows related to operating leases	$ (2,568)	$ (2,462)
Financing cash flows related to finance leases	(110)	(166)
Right-of-use assets obtained in exchange for new lease liabilities:
Operating leases	$ 0	$ 377

Leases - Weighted Average Lease Term and Discount Rate (Details)	Sep. 30, 2022	Sep. 30, 2021
Leases [Abstract]
Operating lease weighted-average remaining lease term	5 years	7 years
Operating lease weighted-average discount rate	5.20%	5.20%
Finance lease weighted-average remaining lease term	1 year	1 year
Finance lease weighted-average discount rate	4.00%	4.20%

Leases - Estimated Annual Maturities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Operating Leases
Remainder of 2022	$ 845
2023	3,234
2024	2,900
2025	2,351
2026	2,147
2027 and thereafter	3,092
Total undiscounted lease payments	14,569
Interest	(1,868)
Total	12,701	$ 15,131
Finance Leases
Remainder of 2022	32
2023	77
2024	41
2025	20
2026	9
2027 and thereafter	0
Total undiscounted lease payments	179
Interest	(23)
Total	$ 156	$ 151

Long-term Debt and Related Matters - Schedule of Long-term Debt Instruments (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
Revolving credit facility	$ 98,763	$ 31,100
Finance leases and financing agreements	156	151
Total	98,919	31,251
Less current maturities	(82)	(98)
Long-term portion	$ 98,837	$ 31,153

- Definition

The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

Long-term Debt and Related Matters - Narrative (Details)	Aug. 13, 2021 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)
Line of Credit Facility
Line of credit facility, amount outstanding		$ 98,763,000	$ 31,100,000
PNC Bank N.A. Citizens Bank N.A. Wells Fargo Bank National Association Bank of America N.A. And BMO Harris Bank National Association \| Fourth Amended And Restated Credit Agreement
Line of Credit Facility
Minimum interest coverage ratio	1.05
PNC Bank N.A. Citizens Bank N.A. Wells Fargo Bank National Association Bank of America N.A. And BMO Harris Bank National Association \| Fourth Amended And Restated Credit Agreement \| Debt Instrument, Redemption, Period One
Line of Credit Facility
Minimum leverage ratio	3.25
PNC Bank N.A. Citizens Bank N.A. Wells Fargo Bank National Association Bank of America N.A. And BMO Harris Bank National Association \| Fourth Amended And Restated Credit Agreement \| Debt Instrument, Redemption, Period Two
Line of Credit Facility
Minimum leverage ratio	3.5
PNC Bank N.A. Citizens Bank N.A. Wells Fargo Bank National Association Bank of America N.A. And BMO Harris Bank National Association \| Overnight Bank Funding Rate \| Fourth Amended And Restated Credit Agreement
Line of Credit Facility
Debt instrument, basis spread on variable rate	0.50%
PNC Bank N.A. Citizens Bank N.A. Wells Fargo Bank National Association Bank of America N.A. And BMO Harris Bank National Association \| LIBOR \| Fourth Amended And Restated Credit Agreement
Line of Credit Facility
Debt instrument, basis spread on variable rate	1.00%
PNC Bank N.A. Citizens Bank N.A. Wells Fargo Bank National Association Bank of America N.A. And BMO Harris Bank National Association \| LIBOR \| Fourth Amended And Restated Credit Agreement \| Minimum
Line of Credit Facility
Debt instrument, basis spread on variable rate	1.25%
PNC Bank N.A. Citizens Bank N.A. Wells Fargo Bank National Association Bank of America N.A. And BMO Harris Bank National Association \| LIBOR \| Fourth Amended And Restated Credit Agreement \| Maximum
Line of Credit Facility
Debt instrument, basis spread on variable rate	2.25%
PNC Bank N.A. Citizens Bank N.A. Wells Fargo Bank National Association Bank of America N.A. And BMO Harris Bank National Association \| Base Rate \| Fourth Amended And Restated Credit Agreement \| Minimum
Line of Credit Facility
Debt instrument, basis spread on variable rate	0.25%
PNC Bank N.A. Citizens Bank N.A. Wells Fargo Bank National Association Bank of America N.A. And BMO Harris Bank National Association \| Base Rate \| Fourth Amended And Restated Credit Agreement \| Maximum
Line of Credit Facility
Debt instrument, basis spread on variable rate	1.25%
PNC Bank N.A. Citizens Bank N.A. Wells Fargo Bank National Association Bank of America N.A. And BMO Harris Bank National Association \| Revolving credit facility
Line of Credit Facility
Liquidity covenant	$ 15,000,000
Line of credit facility, amount outstanding		564,000
Line of credit facility, current borrowing capacity		$ 30,673,000
PNC Bank N.A. Citizens Bank N.A. Wells Fargo Bank National Association Bank of America N.A. And BMO Harris Bank National Association \| Revolving credit facility \| Debt Instrument, Redemption, Period One
Line of Credit Facility
Acquisition consideration threshold, per acquisition	$ 50,000,000
Acquisition consideration threshold percent	275.00%
PNC Bank N.A. Citizens Bank N.A. Wells Fargo Bank National Association Bank of America N.A. And BMO Harris Bank National Association \| Revolving credit facility \| Debt Instrument, Redemption, Period Two
Line of Credit Facility
Acquisition consideration threshold, per acquisition	$ 75,000,000
Acquisition consideration threshold percent	175.00%
PNC Bank N.A. Citizens Bank N.A. Wells Fargo Bank National Association Bank of America N.A. And BMO Harris Bank National Association \| Revolving credit facility \| Prior Credit Facility
Line of Credit Facility
Line of credit facility increase over previous commitment	$ 15,000,000
PNC Bank N.A. Citizens Bank N.A. Wells Fargo Bank National Association Bank of America N.A. And BMO Harris Bank National Association \| Revolving credit facility \| Fourth Amended And Restated Credit Agreement
Line of Credit Facility
Debt instrument term	5 years
Line of credit facility, maximum borrowing capacity	$ 130,000,000
Line of credit, accordion feature, lower borrowing capacity option	25,000,000
Maximum increase in commitments	$ 50,000,000

Earning Per Common Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Numerator for basic and diluted (loss) earnings per common share:
Net (loss) income from continuing operations	$ (2,105)	$ 2,240	$ (1,715)	$ 3,824
Income from discontinued operations	0	72	0	72
Net (loss) income	$ (2,105)	$ 2,312	$ (1,715)	$ 3,896
Denominator:
Weighted average shares outstanding (in shares)	10,731	10,642	10,710	10,615
Denominator for basic income (loss) per common share (in shares)	10,731	10,642	10,710	10,615
Effect of dilutive securities:
Stock compensation plans (in shares)	0	122	0	129
Dilutive potential common shares (in shares)	0	122	0	129
Denominator for diluted income (loss) per common share - adjusted weighted average shares outstanding (in shares)	10,731	10,764	10,710	10,744
Continuing operations (usd per share)	$ (0.20)	$ 0.21	$ (0.16)	$ 0.36
Discontinued operations (usd per share)	0	0.01	0	0.01
Basic earnings per common share (usd per share)	(0.20)	0.22	(0.16)	0.37
Continuing operations (usd per share)	(0.20)	0.21	(0.16)	0.36
Discontinued operations (usd per share)	0	0.01	0	0.01
Diluted earnings per common share (usd per share)	$ (0.20)	$ 0.22	$ (0.16)	$ 0.37
Anti-dilutive shares (in shares)	109		108

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Tax Disclosure [Abstract]
Income tax (benefit) expense from continuing operations	$ (176)	$ 676	$ 137	$ 1,494
(Loss) income from continuing operations before income taxes	$ (2,281)	$ 2,916	$ (1,578)	$ 5,318
Effective income tax rate (percent)	7.70%	23.20%	(8.70%)	28.10%
Provisions of discrete income tax expense	$ 330		$ 330

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Stock-Based Compensation - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award
Stock-based compensation			$ 1,570	$ 1,800
Expected cost on shares expected to vest	$ 3,254		$ 3,254
Recognition period for compensation expense not yet recognized			3 years 4 months 24 days
Director
Share-based Compensation Arrangement by Share-based Payment Award
Deferred receipt period			6 months
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award
Stock-based compensation	387	$ 587	$ 1,570	1,800
Restricted Stock \| Vesting period one
Share-based Compensation Arrangement by Share-based Payment Award
Vesting period			3 years
Restricted Stock \| Vesting period two \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award
Vesting period			1 year
Performance Share Units
Share-based Compensation Arrangement by Share-based Payment Award
Stock-based compensation	$ 387	$ 587	$ 1,570	$ 1,800
Vesting period			3 years

Stock-Based Compensation - Restricted Stock and Performance Share Units (Details)	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Weighted Average Grant Date Fair Value
Outstanding, Beginning balance (usd per share) \| $ / shares	$ 19.75
Granted (usd per share) \| $ / shares	14.88
Vested (usd per share) \| $ / shares	17.98
Adjustment for incentive awards expected to vest (usd per share) \| $ / shares	16.67
Weighted average grant date fair value, cancelled and forfeited (usd per share) \| $ / shares	18.57
Outstanding, Ending balance (usd per share) \| $ / shares	$ 17.70
Restricted Stock
Restricted Stock, Deferred Stock Units and Performance Share Units
Outstanding, Beginning balance (in shares)	135,704
Granted (in shares)	125,582
Vested (in shares)	(75,153)
Adjustment for incentive awards expected to vest (in shares)	0
Cancelled and forfeited (in shares)	(500)
Outstanding, Ending balance (in shares)	185,633
Deferred Stock Units
Restricted Stock, Deferred Stock Units and Performance Share Units
Outstanding, Beginning balance (in shares)	74,950
Granted (in shares)	5,730
Vested (in shares)	0
Adjustment for incentive awards expected to vest (in shares)	0
Cancelled and forfeited (in shares)	0
Outstanding, Ending balance (in shares)	80,680
Performance Share Units
Restricted Stock, Deferred Stock Units and Performance Share Units
Outstanding, Beginning balance (in shares)	116,571
Granted (in shares)	110,600
Vested (in shares)	(13,095)
Adjustment for incentive awards expected to vest (in shares)	(105,598)
Cancelled and forfeited (in shares)	0
Outstanding, Ending balance (in shares)	108,478

Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020	Feb. 28, 2017
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Interest expense	$ 993	$ 722	$ 1,747	$ 2,454
Swap
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Derivative, notional amount	20,000		20,000		$ 50	$ 50
Interest expense		$ 244	78	$ 724
Swap 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Derivative, notional amount	$ 20,000		$ 20,000

Fair Value Measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Term deposits	$ 17	$ 18
Interest rate swaps	1,960	175
Total assets	1,977	193
Interest rate swaps	0	159
Total liabilities	0	159
Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Term deposits	17	18
Interest rate swaps	0	0
Total assets	17	18
Interest rate swaps	0	0
Total liabilities	0	0
Significant Other Observable Inputs (Level 2)
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Term deposits	0	0
Interest rate swaps	1,960	175
Total assets	1,960	175
Interest rate swaps	0	159
Total liabilities	0	159
Significant Unobservable Inputs (Level 3)
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Term deposits	0	0
Interest rate swaps	0	0
Total assets	0	0
Interest rate swaps	0	0
Total liabilities	$ 0	$ 0

Retirement Plans - Narrative (Details) $ in Thousands	9 Months Ended
Retirement Plans - Narrative (Details) $ in Thousands	Sep. 30, 2022 USD ($) plan
Defined Benefit Plan Disclosure
Defined contribution plan number	5
United States
Defined Benefit Plan Disclosure
Number of retirement plans	3
Number of defined benefit plans	1
Defined contribution plan number	2
Defined benefit plan, contributions by employer \| $	$ 345
Defined benefit plan, expected future employer contributions, current fiscal year \| $	$ 460
Canada
Defined Benefit Plan Disclosure
Defined contribution plan number	1
Number of post-retirement benefit plan	1
United Kingdom
Defined Benefit Plan Disclosure
Defined contribution plan number	2
Defined benefit plan, contributions by employer \| $	$ 226
Defined benefit plan, expected future employer contributions, current fiscal year \| $	$ 302

Retirement Plans - Schedule Of Net Benefit Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
United States
Defined Benefit Plan Disclosure
Interest cost	$ 49	$ 43	$ 146	$ 129
Expected return on plan assets	(66)	(62)	(198)	(185)
Recognized net actuarial loss	18	25	53	74
Net periodic pension cost	1	6	1	18
United Kingdom
Defined Benefit Plan Disclosure
Interest cost	42	28	126	84
Expected return on plan assets	(74)	(65)	(222)	(195)
Amortization of prior service costs and transition amount	6	7	18	21
Recognized net actuarial loss	38	83	114	249
Net periodic pension cost	$ 12	$ 53	$ 36	$ 159

Retirement Plans - Schedule of Costs of Retirement Plans (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Defined Contribution Plan Disclosure
Expenses associated with contributions made	$ 1,112	$ 564	$ 1,867	$ 1,677
United States
Defined Contribution Plan Disclosure
Expenses associated with contributions made	441	400	1,136	1,172
Canada
Defined Contribution Plan Disclosure
Expenses associated with contributions made	83	33	143	119
United Kingdom
Defined Contribution Plan Disclosure
Expenses associated with contributions made	$ 588	$ 131	$ 588	$ 386

Commitments and Contingent Liabilities - Schedule of Product Warranty Liability (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Warranty Liability
Beginning balance	$ 1,042
Additions to warranty liability	80
Warranty liability utilized	(366)
Ending balance	$ 756

Commitments and Contingent Liabilities - Narrative (Details) $ in Thousands		9 Months Ended
	Mar. 13, 2019 USD ($)	Sep. 30, 2022 USD ($) company	Dec. 31, 2021 USD ($)	Sep. 30, 2021 USD ($)	Jun. 05, 2017 company
Product Liability Contingency
Litigation settlement amount		$ 20,000
Number of companies that received a general notice letter (company) \| company					140
Present value of remedial work		1,100,000
Undiscovered remedial work		$ 1,700,000
Anticipated clean period		13 years
Number of potentially responsible parties included in agreement \| company		100
Accrual for environmental loss		$ 2,470	$ 2,519
UPRR
Product Liability Contingency
Annual commitment amount	$ 8,000			$ 6,000
UPRR
Product Liability Contingency
Litigation settlement amount	50,000
Litigation settlement amount, current	2,000
Litigation settlement amount, non-current	$ 48,000
Payment period	6 years

Commitments and Contingent Liabilities - Future Payments (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Remainder of 2022	$ 4,000
2023	8,000
2024	8,000
Total	$ 20,000

Commitments and Contingent Liabilities - Environmental Loss Contingencies (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Accrual for Environmental Loss Contingencies
Environmental liability, beginning balance	$ 2,519
Environmental obligations utilized	(49)
Environmental liability, ending balance	$ 2,470