L.B. Foster Company · NASDAQ:FSTR
L.B. Foster — Merger or Acquisition (October 2021)
14 slides from L.B. Foster's merger presentation, Oct 4, 2021
Slide 1: L.B. Foster Investor Update Call Piling Transaction
L.B. Foster Investor Update Call Piling Transaction October 4, 2021 John Kasel – President and Chief Executive Officer Bill Thalman – Senior Vice President and Chief Financial Officer
Slide 2: Safe Harbor Disclaimer
Safe Harbor Disclaimer Safe Harbor Statement Non-GAAP Financial Measures This presentation may contain “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section This investor presentation discloses the following non-GAAP measures:
Slide 3: Executive Summary
Executive Summary As a result of the detailed portfolio review completed as part of management’s recent comprehensive strategy assessment, the Company’s Piling Products line of business, part of the Fabricated Steel Products business unit (“Steel Piling”), was sold to an unaffiliated buyer effective
Slide 4: Strategic Portfolio Review
Strategic Portfolio Review Management’s strategic portfolio review included the identification of Growth and Returns businesses, and the role and priorities for each type of business falling into the respective category. The Company continues to regularly review and evaluate its portfolio. Growth Bu
Slide 5: Steel Piling Contribution Profile
Steel Piling Contribution Profile STEEL PILING SALES AND ADJ EBITDA 1 MARGIN Market and ($ IN MILLIONS) $200 Competitive Challenges $180 9% 9% 9% 9% $160 • Lack of vertical 8% 8% 8% integration and the $140 presence of a strong $120 5% market leader resulted in $100 the Company to 4% becoming compet
Slide 6: Steel Piling Exit Rationale
Steel Piling Exit Rationale 100% Market and TWC % OF REVENUE 2 Competitive Challenges 80% 60% 53% 48% 37% • Disproportionate level of 40% 33% working capital in the 20% business in relation to sales and profitability. 0% 2017 2018 2019 2020 • Slow inventory turns drove poor ROIC well below corporate
Slide 7: Summary Financial Information
Summary Financial Information Piling Products Results • Due to the commodity Six Months Ended Six Months Ended TTM Ended Year Ended $ in millions, unless otherwise indicated June 30, 2021 June 30, 2020 June 30, 2021 December 31, 2020 business nature of Steel Piling, as well as recent inflationary Sa
Slide 8: Transaction Summary
Transaction Summary Proceeds from the sale of the business totaling approximately $24 million are expected to result in an approximate $3 million pretax gain on the sale, subject to a purchase price adjustment and an indemnity holdback. The transaction includes the sale of substantially all Steel Pi
Slide 9: Takeaways and Future Vision
Takeaways and Future Vision Decision to divest resulted from Market and competitive the detailed portfolio review Favorable implied valuation of challenges, as well as the undertaken as part of ~8x Adjusted EBITDA1 business’s compressed financial management’s recently associated with the completion
Slide 10: Thank You
Thank You
Slide 11: Appendix
Appendix
Slide 12: Non-GAAP Financial Measures: Adjusted EBITDA
Non-GAAP Financial Measures: Adjusted EBITDA Six Months Ended Twelve Months Ended ($ in millions) June 30, June 30, December 31, December 31, December 31, December 31, December 31, December 31, December 31, December 31, December 31, December 31, June 30, 2020 2021 2011 2012 2013 2014 2015 2016 2017
Slide 13: Non-GAAP Financial Measures: ROIC
Non-GAAP Financial Measures: ROIC Twelve Months Ended ($ in millions) December 31, December 31, December 31, December 31, 2017 2018 2019 2020 Pretax net income (loss) contributed to Infrastructure $ 4.4 $ 2.3 $ (0.7) $ 0.5 Solutions Segment Profit* Cororate Allocation 1.1 1.3 1.5 1.5 Amortization -
Slide 14: Non-GAAP Financial Measures: Adj. EBITDA Valuation
Non-GAAP Financial Measures: Adj. EBITDA Valuation ($ in millions,except EBITDA multiple) Approximate Purchase Proceeds $ 24.0 TTM June 30, 2021 Adjusted EBITDA1 3.1 1 Adjusted EBITDA Valuation Multiple 8x (1) See non-GAAP reconciliation tables at the end of this presentation regarding non-GAAP meas
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