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United States securities and exchange commission logo
June 7, 2024
William M. Thalman
Executive Vice President and Chief Financial Officer
L.B. Foster Company
415 Holiday Drive, Suite 100
Pittsburgh, PA 15220
Re: L.B. Foster Company
Form 10-K for
Fiscal Year Ended December 31, 2023
Item 2.02 Form 8-K
filed May 7, 2024
File No. 000-10436
Dear William M. Thalman:
We have reviewed your
filings and have the following comment(s).
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
2023 Developments, page 20
1. Please discuss the
changes in net income (loss) with equal or greater prominence, when
changes in adjusted
EBITDA are discussed. Refer to Item 10(e)(1)(i)(A) of Regulation S-
K.
Financial Statements
Note 2. Business Segments, page 39
2. Please disclose in
greater detail the types of corporate operating expenses that are
allocated to the
operating segments. Also, disclose in greater detail with quantification for
each period presented
the types of corporate operating expenses that are not allocated to
the operating segments.
In addition, revise the corporate expense and other unallocated
charges line item of
the reconciliation on page 41 to separately present material
reconciling items,
rather than grouping all unallocated operating expenses into one line
item. Refer to ASC
280-10-50-29 through 50-33.
William M. Thalman
L.B. Foster Company
June 7, 2024
Page 2
Note 19. Other Expense (Income), page 63
3. Please tell us in detail your GAAP basis for excluding the $1.4
million bridge grid deck
exit impact -- $474 thousand in inventory write-downs, $667 thousand
in personnel
related expenses, and $262 thousand in other exit costs -- from your
2023 operating
income (loss). Refer to ASC 360-10-45-4 through 45-5, ASC 420-10-45-3
and ASC 420-
10-S99-1 through S99-3.
Item 2.02 Form 8-K filed May 7, 2024
Exhibit 99.1, page 1
4. Net income (loss) margin should be presented and/or discussed when
adjusted EBITDA
margin is presented and/or discussed in your 1934 Act filings and your
Annual Report to
Security Holders. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and
Rule 100(a) of
Regulation G, as applicable.
5. Please disclose the reasons why you believe free cash flow provides
useful information to
investors and any additional purposes for which management uses this
measure. Refer to
Items 10(e)(1)(i)(C) and (D) of Regulation S-K.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Valeria Franks at 202-551-7705 or Rufus Decker at
202-551-3769 with
any questions.
FirstName LastNameWilliam M. Thalman Sincerely,
Comapany NameL.B. Foster Company
Division of
Corporation Finance
June 7, 2024 Page 2 Office of Trade &
Services
FirstName LastName