Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2019 | Jul. 24, 2019 | |
Cover page. | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2019 | |
Document Transition Report | false | |
Commission File Number | 000-10436 | |
Entity Registrant Name | FOSTER L B CO | |
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 each class | Common stock, par value $0.01 | |
Trading Symbol | FSTR | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 10,587,191 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0000352825 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 12,001 | $ 10,282 |
Accounts receivable - net (Note 5) | 98,684 | 86,123 |
Inventories - net (Note 6) | 134,448 | 124,504 |
Other current assets | 6,990 | 5,763 |
Total current assets | 252,123 | 226,672 |
Property, plant, and equipment - net (Note 7) | 84,441 | 86,857 |
Operating lease right-of-use assets - net (Note 8) | 13,235 | |
Other assets: | ||
Goodwill (Note 4) | 19,219 | 19,258 |
Other intangibles - net (Note 4) | 46,437 | 49,836 |
Other assets | 1,355 | 626 |
TOTAL ASSETS | 416,810 | 383,249 |
Current liabilities: | ||
Accounts payable | 78,538 | 78,269 |
Deferred revenue | 8,543 | 6,619 |
Accrued payroll and employee benefits | 10,538 | 12,993 |
Accrued warranty (Note 14) | 1,678 | 2,057 |
Current portion of accrued settlement (Note 14) | 8,000 | 10,000 |
Current maturities of long-term debt (Note 9) | 3,142 | 629 |
Other accrued liabilities | 13,126 | 13,624 |
Total current liabilities | 123,565 | 124,191 |
Long-term debt (Note 9) | 87,973 | 74,353 |
Deferred tax liabilities (Note 15) | 4,884 | 5,287 |
Long-term portion of accrued settlement (Note 14) | 38,000 | 40,000 |
Long-term operating lease liabilities (Note 8) | 9,901 | 0 |
Other long-term liabilities | 16,266 | 17,299 |
Stockholders' equity: | ||
Common stock, par value $0.01, authorized 20,000,000 shares; shares issued at June 30, 2019 and December 31, 2018, 11,115,779; shares outstanding at June 30, 2019 and December 31, 2018, 10,420,092 and 10,366,007, respectively | 111 | 111 |
Paid-in capital | 48,159 | 48,040 |
Retained earnings | 128,211 | 114,324 |
Treasury stock - at cost, 695,687 and 749,772 common stock shares at June 30, 2019 and December 31, 2018, respectively | (16,841) | (18,165) |
Accumulated other comprehensive loss | (23,419) | (22,191) |
Total stockholders' equity | 136,221 | 122,119 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 416,810 | $ 383,249 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (shares) | 20,000,000 | 20,000,000 |
Common stock, issued (shares) | 11,115,779 | 11,115,779 |
Common stock, shares outstanding (shares) | 10,420,092 | 10,366,007 |
Treasury stock shares - at cost, common stock (shares) | 695,687 | 749,772 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Total net sales | $ 200,933 | $ 172,890 | $ 351,402 | $ 295,344 |
Total cost of sales | 163,805 | 139,827 | 285,112 | 240,089 |
Gross profit | 37,128 | 33,063 | 66,290 | 55,255 |
Selling and administrative expenses | 22,855 | 23,368 | 44,772 | 43,826 |
Amortization expense | 1,679 | 1,775 | 3,391 | 3,560 |
Interest expense - net | 1,597 | 1,630 | 2,952 | 3,517 |
Other (income) expense - net | (252) | 128 | (402) | (477) |
Total expenses | 25,879 | 26,901 | 50,713 | 50,426 |
Income before income taxes | 11,249 | 6,162 | 15,577 | 4,829 |
Income tax expense | 1,685 | 728 | 2,323 | 1,253 |
Net income | $ 9,564 | $ 5,434 | $ 13,254 | $ 3,576 |
Basic earnings per common share (usd per share) | $ 0.92 | $ 0.52 | $ 1.27 | $ 0.35 |
Diluted earnings per common share (usd per share) | $ 0.90 | $ 0.52 | $ 1.25 | $ 0.34 |
Product | ||||
Total net sales | $ 160,227 | $ 127,093 | $ 273,310 | $ 218,904 |
Total cost of sales | 132,438 | 105,297 | 224,769 | 180,433 |
Service | ||||
Total net sales | 40,706 | 45,797 | 78,092 | 76,440 |
Total cost of sales | $ 31,367 | $ 34,530 | $ 60,343 | $ 59,656 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | ||
Statement of Comprehensive Income [Abstract] | |||||
Net income | $ 9,564 | $ 5,434 | $ 13,254 | $ 3,576 | |
Other comprehensive loss, net of tax: | |||||
Foreign currency translation adjustment | (675) | (2,785) | 378 | (2,761) | |
Unrealized (loss) gain on cash flow hedges, net of tax expense of $0 for all periods | (1,132) | 298 | (1,158) | 1,036 | |
Reclassification of pension liability adjustments to earnings, net of tax expense of $0 for all periods | [1] | 92 | 141 | 185 | 255 |
Other comprehensive loss | (1,715) | (2,346) | (595) | (1,470) | |
Comprehensive income | $ 7,849 | $ 3,088 | $ 12,659 | $ 2,106 | |
[1] | Reclassifications out of accumulated other comprehensive loss for pension obligations are charged to selling and administrative expenses. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Unrealized gain (loss) on cash flow hedge, tax | $ 0 | $ 0 | $ 0 | $ 0 |
Reclassification of pension liability adjustments to earnings, tax | $ 0 | $ 0 | $ 0 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 13,254 | $ 3,576 |
Adjustments to reconcile net income to cash (used in) provided by operating activities: | ||
Deferred income taxes | (401) | (1,395) |
Depreciation | 5,540 | 5,882 |
Amortization | 3,391 | 3,560 |
Equity in (gain) loss of nonconsolidated investments | (21) | 3 |
(Gain) loss on sales and disposals of property, plant, and equipment | (7) | 394 |
Stock-based compensation | 2,034 | 1,904 |
Change in operating assets and liabilities: | ||
Accounts receivable | (12,402) | (20,060) |
Inventories | (9,842) | (5,251) |
Other current assets | (612) | (2,228) |
Prepaid income tax | (3,077) | (1,823) |
Other noncurrent assets | (490) | 460 |
Accounts payable | 895 | 21,574 |
Deferred revenue | 1,940 | 2,110 |
Accrued payroll and employee benefits | (2,487) | (1,831) |
Accrued settlement | (4,000) | 0 |
Other current liabilities | (1,933) | 1,145 |
Other long-term liabilities | (1,211) | (118) |
Net cash (used in) provided by operating activities | (9,429) | 7,902 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from the sale of property, plant, and equipment | 76 | 2,086 |
Capital expenditures on property, plant, and equipment | (3,848) | (1,816) |
Net cash (used in) provided by investing activities | (3,772) | 270 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayments of debt | (97,269) | (99,925) |
Proceeds from debt | 113,402 | 68,995 |
Debt issuance costs | (836) | 0 |
Treasury stock acquisitions | (591) | (310) |
Net cash provided by (used in) financing activities | 14,706 | (31,240) |
Effect of exchange rate changes on cash and cash equivalents | 214 | (1,339) |
Net increase (decrease) in cash and cash equivalents | 1,719 | (24,407) |
Cash and cash equivalents at beginning of period | 10,282 | 37,678 |
Cash and cash equivalents at end of period | 12,001 | 13,271 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 2,492 | 3,347 |
Income taxes paid | $ 5,395 | $ 3,304 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements Of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Paid-in Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Loss |
Beginning balance at Dec. 31, 2017 | $ 154,496 | $ 111 | $ 45,017 | $ 145,797 | $ (18,662) | $ (17,767) |
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 3,576 | 3,576 | ||||
Other comprehensive loss, net of tax: | ||||||
Pension liability adjustment | 255 | 255 | ||||
Foreign currency translation adjustment | (2,761) | (2,761) | ||||
Unrealized derivative gain on cash flow hedges | 1,036 | 1,036 | ||||
Issuance of common shares, net of shares withheld for taxes | (310) | (792) | 482 | |||
Stock-based compensation | 1,904 | 1,904 | ||||
Ending balance at Jun. 30, 2018 | 157,891 | 111 | 46,129 | 149,068 | (18,180) | (19,237) |
Beginning balance at Mar. 31, 2018 | 153,981 | 111 | 45,307 | 143,634 | (18,180) | (16,891) |
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 5,434 | 5,434 | ||||
Other comprehensive loss, net of tax: | ||||||
Pension liability adjustment | 141 | 141 | ||||
Foreign currency translation adjustment | (2,785) | (2,785) | ||||
Unrealized derivative gain on cash flow hedges | 298 | 298 | ||||
Stock-based compensation | 822 | 822 | ||||
Ending balance at Jun. 30, 2018 | 157,891 | 111 | 46,129 | 149,068 | (18,180) | (19,237) |
Beginning balance at Dec. 31, 2018 | 122,119 | 111 | 48,040 | 114,324 | (18,165) | (22,191) |
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 13,254 | 13,254 | ||||
Other comprehensive loss, net of tax: | ||||||
Pension liability adjustment | 185 | 185 | ||||
Foreign currency translation adjustment | 378 | 378 | ||||
Unrealized derivative gain on cash flow hedges | (1,158) | (1,158) | ||||
Issuance of common shares, net of shares withheld for taxes | (591) | (1,915) | 1,324 | |||
Stock-based compensation | 2,034 | 2,034 | ||||
Ending balance at Jun. 30, 2019 | 136,221 | 111 | 48,159 | 128,211 | (16,841) | (23,419) |
Beginning balance at Mar. 31, 2019 | 127,258 | 111 | 47,400 | 118,647 | (17,196) | (21,704) |
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 9,564 | 9,564 | ||||
Other comprehensive loss, net of tax: | ||||||
Pension liability adjustment | 92 | 92 | ||||
Foreign currency translation adjustment | (675) | (675) | ||||
Unrealized derivative gain on cash flow hedges | (1,132) | (1,132) | ||||
Issuance of common shares, net of shares withheld for taxes | (65) | (420) | 355 | |||
Stock-based compensation | 1,179 | 1,179 | ||||
Ending balance at Jun. 30, 2019 | $ 136,221 | $ 111 | $ 48,159 | $ 128,211 | $ (16,841) | $ (23,419) |
Condensed Consolidated Statem_6
Condensed Consolidated Statements Of Stockholders' Equity (Parentheticals) - shares | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Stockholders' Equity [Abstract] | |||
Shares issued (shares) | 15,745 | 54,085 | 24,769 |
Financial Statements
Financial Statements | 6 Months Ended |
Jun. 30, 2019 | |
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 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all estimates and adjustments (consisting of normal recurring accruals, unless otherwise stated herein) considered necessary for a fair presentation of the financial position of L.B. Foster Company and subsidiaries as of June 30, 2019 and December 31, 2018, its Condensed Consolidated Statements of Operations and its Condensed Consolidated Statements of Stockholders' Equity for the three and six months ended June 30, 2019 and 2018, and its Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2019 and 2018, have been included. However, actual results could differ from those estimates. The results of operations for interim periods are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. The Condensed Consolidated Balance Sheet as of December 31, 2018 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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. 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. Recently Issued Accounting Standards In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. (“ASU”) 2018-15, “Intangibles - Goodwill and Other - Internal-Use Software” (“ASU 2018-15”). The ASU requires capitalization of certain implementation costs incurred in a cloud computing arrangement that qualifies as a service contract. The amendments in the ASU are effective for fiscal years beginning after December 15, 2019 and for interim periods therein with early adoption permitted. The Company is currently evaluating the potential impact of the ASU on its consolidated financial statements. Recently Adopted Accounting Standards In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). The new accounting requirements include the accounting for, presentation of, and classification of leases. The guidance resulted in most leases being capitalized as a right-of-use asset with a related balance sheet liability. The requirements of the new standard are effective for annual reporting periods beginning after December 15, 2018, and interim periods within those annual periods. The Company adopted the provisions of ASU 2016-02 on January 1, 2019, using the modified retrospective approach as of the beginning of the period of adoption. Additionally, the Company has elected to apply the practical expedient package for leases that commenced prior to the effective date, not to apply the recognition requirements in the standard to short-term leases, and not to separate non-lease components from lease components. The Company has presented the disclosures required by ASU 2016-02 in Note 8. In February 2018, the FASB issued ASU 2018-02, “Income Statement – Reporting Comprehensive Income; Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” (“ASU 2018-02”), which allows companies to reclassify stranded tax effects caused by the US Tax Cuts and Jobs Act (the “Tax Act”) from accumulated other comprehensive income to retained earnings. The amendments eliminate the stranded tax effects resulting from the Tax Act and improve the usefulness of information reported to financial statement users. However, because the amendments only relate to the reclassification of the income tax effects of the Tax Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected. The Company adopted ASU 2018-02 during the first quarter of 2019 and has chosen to record the reclassification as of the beginning of the period of adoption. As a result of adopting this standard, we reclassified stranded tax effects of $633 from Accumulated other comprehensive loss to Retained earnings. The SEC Disclosure Update and Simplification release announces the SEC's adoption of certain amendments in August 2018. While most of the amendments eliminate outdated or duplicative disclosure requirements, the final rule amends the interim financial statement requirements to require a reconciliation of changes in stockholders’ equity in the notes to the financial statements or as a separate statement. This analysis should reconcile the beginning balance to the ending balance of each caption in stockholders’ equity for each period for which an income statement is required to be filed and comply with the remaining content requirements of Rule 3-04 of Regulation S-X. As a result, registrants are required to provide the reconciliation for both the comparable quarterly and year-to-date periods in their Quarterly Reports on Form 10-Q but only for the year-to-date periods in registration statements, beginning in the first quarter of 2019. The Company has included the reconciliation of changes in stockholders’ equity as a separate statement. |
Business Segments
Business Segments | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Business Segments | Business Segments The Company is a leading manufacturer and distributor of products and services for transportation and energy infrastructure with locations in North America and Europe. The Company is organized and operates in three different operating segments: the Rail Products and Services segment, the Construction Products segment, and the Tubular and Energy Services segment. The segments represent components of the Company (a) that engage in activities from which revenue is generated and expenses are incurred; (b) whose operating results are regularly reviewed by the Chief Operating Decision Maker (“CODM”), who makes 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 the same as those 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, 2018. The following table illustrates the Company's revenues and profit from operations by segment for the periods indicated: Three Months Ended Three Months Ended Net Sales Segment Profit Net Sales Segment Profit Rail Products and Services $ 101,401 $ 7,919 $ 91,884 $ 5,308 Construction Products 55,406 3,413 42,207 2,857 Tubular and Energy Services 44,126 5,019 38,799 4,545 Total $ 200,933 $ 16,351 $ 172,890 $ 12,710 Six Months Ended Six Months Ended Net Sales Segment Profit Net Sales Segment Profit Rail Products and Services $ 177,095 $ 11,398 $ 154,054 $ 7,356 Construction Products 92,751 4,247 71,107 2,875 Tubular and Energy Services 81,556 9,707 70,183 6,430 Total $ 351,402 $ 25,352 $ 295,344 $ 16,661 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 from operations to the Company’s consolidated total: Three Months Ended Six Months Ended 2019 2018 2019 2018 Profit for reportable segments $ 16,351 $ 12,710 $ 25,352 $ 16,661 Interest expense - net (1,597) (1,630) (2,952) (3,517) Other income (expense) 252 (128) 402 477 Unallocated corporate expenses and other unallocated charges (3,757) (4,790) (7,225) (8,792) Income before income taxes $ 11,249 $ 6,162 $ 15,577 $ 4,829 The following table illustrates assets of the Company by segment: June 30, December 31, Rail Products and Services $ 188,924 $ 175,704 Construction Products 107,025 97,133 Tubular and Energy Services 93,457 90,402 Unallocated corporate assets 27,404 20,010 Total $ 416,810 $ 383,249 |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Revenue from products or services provided to customers over time accounted for 24.2% and 23.4% of revenue for the three months ended June 30, 2019 and 2018, respectively, and 25.7% and 24.3% of revenue for the six months ended June 30, 2019 and 2018, respectively. Revenue under these long-term agreements is generally recognized over time either using an input measure based upon the proportion of actual costs incurred to estimated total project costs or an input measure based upon actual labor costs as a percentage of estimated total labor costs, depending upon which measure the Company believes best depicts the Company’s performance to date under the terms of the contract. Revenue recognized over time using an input measure was $34,984 and $29,583 for the three months ended June 30, 2019 and 2018, respectively, and $66,821 and $54,144 for the six months ended June 30, 2019 and 2018, 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 $13,611 and $10,893 for the three months ended June 30, 2019 and 2018, respectively, and $23,522 and $17,554 for the six months ended June 30, 2019 and 2018, respectively. As of June 30, 2019 and December 31, 2018, the Company had contract assets of $37,457 and $26,692, respectively, that were recorded in “Inventories - net” within the Condensed Consolidated Balance Sheets. As of June 30, 2019 and December 31, 2018, the Company had contract liabilities of $2,162 and $1,505, 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 75.8% and 76.6% of revenue for the three months ended June 30, 2019 and 2018, respectively, and 74.3% and 75.7% of revenue for the six months ended June 30, 2019 and 2018. The Company recognizes revenue at the point in time at which the customer obtains control of the product or service, which is generally when the product title passes to the customer upon shipment or the service has been rendered to the customer. In limited cases, title does not transfer and revenue is not recognized until the customer has received the products at its physical location. The following table summarizes the Company's net sales by major product and service category: Three Months Ended Six Months Ended 2019 2018 2019 2018 Rail Products $ 67,990 $ 54,332 $ 114,196 $ 90,366 Rail Technologies 33,411 37,552 62,899 63,688 Rail Products and Services 101,401 91,884 177,095 154,054 Piling and Fabricated Bridge 37,588 25,846 61,320 44,707 Precast Concrete Products 17,818 16,361 31,431 26,400 Construction Products 55,406 42,207 92,751 71,107 Test, Inspection, and Threading Services 13,804 15,008 28,528 29,221 Protective Coatings and Measurement Systems 30,322 23,791 53,028 40,962 Tubular and Energy Services 44,126 38,799 81,556 70,183 Total net sales $ 200,933 $ 172,890 $ 351,402 $ 295,344 Net sales by the timing of the transfer of goods and services was as follows: Three Months Ended June 30, 2019 Rail Products and Construction Tubular and Energy Total Point in time $ 80,701 $ 38,095 $ 33,542 $ 152,338 Over time 20,700 17,311 10,584 48,595 Total net sales $ 101,401 $ 55,406 $ 44,126 $ 200,933 Three Months Ended June 30, 2018 Rail Products and Construction Tubular and Energy Total Point in time $ 69,295 $ 28,196 $ 34,923 $ 132,414 Over time 22,589 14,011 3,876 40,476 Total net sales $ 91,884 $ 42,207 $ 38,799 $ 172,890 Six Months Ended June 30, 2019 Rail Products and Construction Tubular and Energy Total Point in time $ 137,193 $ 61,190 $ 62,676 $ 261,059 Over time 39,902 31,561 18,880 90,343 Total net sales $ 177,095 $ 92,751 $ 81,556 $ 351,402 Six Months Ended June 30, 2018 Rail Products and Construction Tubular and Energy Total Point in time $ 115,166 $ 47,122 $ 61,358 $ 223,646 Over time 38,888 23,985 8,825 71,698 Total net sales $ 154,054 $ 71,107 $ 70,183 $ 295,344 The timing of revenue recognition, billings, and cash collections results in billed receivables, costs in excess of billings (contract assets, included in “Inventories - net”), and billings in excess of costs (contract liabilities, included in “Deferred revenue”) on the Condensed Consolidated Balance Sheets. Significant changes in contract assets during the six months ended June 30, 2019 resulted from transfers to receivables from contract assets recognized at the beginning of the period of $19,764. Significant changes in contract liabilities during the six months ended June 30, 2019 resulted from increases of $2,016 due to billings in excess of costs, excluding amounts recognized as revenue during the period, and reductions due to revenue recognized during the three months ended June 30, 2019 and 2018 of $318 and $339, respectively, and reductions due to revenue recognized during the six months ended June 30, 2019 and 2018 of $1,266 and $740, respectively, that was included in the contract liability at the beginning of each period. As of June 30, 2019, the Company had approximately $209,324 of remaining performance obligations, which is also referred to as backlog. Approximately 11.2% of the June 30, 2019 backlog was related to projects that are anticipated to extend beyond June 30, 2020. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The following table presents the goodwill balance by reportable segment: Rail Products and Construction Tubular and Energy Total Balance as of December 31, 2018 $ 14,111 $ 5,147 $ — $ 19,258 Foreign currency translation impact (39) — — (39) Balance as of June 30, 2019 $ 14,072 $ 5,147 $ — $ 19,219 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. No interim goodwill impairment test was required in connection with the evaluation of qualitative factors as of June 30, 2019. The components of the Company’s intangible assets were as follows: June 30, 2019 Weighted Average Gross Accumulated Net Non-compete agreements 4 $ 1,245 $ (1,082) $ 163 Patents 10 374 (179) 195 Customer relationships 18 37,093 (12,561) 24,532 Trademarks and trade names 15 8,478 (3,883) 4,595 Technology 14 35,631 (18,679) 16,952 $ 82,821 $ (36,384) $ 46,437 December 31, 2018 Weighted Average Gross Accumulated Net Non-compete agreements 4 $ 1,372 $ (1,046) $ 326 Patents 10 358 (165) 193 Customer relationships 18 37,129 (11,388) 25,741 Trademarks and trade names 15 8,481 (3,416) 5,065 Technology 14 35,640 (17,129) 18,511 $ 82,980 $ (33,144) $ 49,836 Intangible assets are amortized over their useful lives, which range from 4 to 25 years, with a total weighted average amortization period of approximately 15 years as of June 30, 2019. Amortization expense was $1,679 and $1,775 for the three months ended June 30, 2019 and 2018, respectively, and $3,391 and $3,560 for the six months ended June 30, 2019 and 2018, respectively. During the three and six months ended June 30, 2019, certain fully amortized intangible assets related to non-compete agreements of $124 were eliminated from gross intangible assets and accumulated amortization. As of June 30, 2019, estimated amortization expense for the remainder of 2019 and thereafter was as follows: Amortization Expense Remainder of 2019 $ 3,215 2020 5,856 2021 5,821 2022 5,738 2023 5,242 2024 and thereafter 20,565 $ 46,437 |
Accounts Receivable
Accounts Receivable | 6 Months Ended |
Jun. 30, 2019 | |
Accounts Receivable Additional Disclosures [Abstract] | |
Accounts Receivable | Accounts ReceivableCredit is extended 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 June 30, 2019 and December 31, 2018 have been reduced by an allowance for doubtful accounts of $1,357 and $932, respectively. Changes in reserves for uncollectable accounts, which are recorded as part of “Selling and administrative expenses” in the Condensed Consolidated Statements of Operations, resulted in expense of $4 and income of $473 for the three months ended June 30, 2019 and 2018, respectively, and expense of $104 and income of $719 for the six months ended June 30, 2019 and 2018, respectively. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories as of June 30, 2019 and December 31, 2018 are summarized in the following table: June 30, December 31, Finished goods $ 71,182 $ 69,041 Contract assets 37,457 26,692 Work-in-process 5,594 6,940 Raw materials 20,215 21,831 Inventories - net $ 134,448 $ 124,504 Inventories of the Company are valued at average cost or net realizable value, whichever is lower. |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant, and Equipment Property, plant, and equipment as of June 30, 2019 and December 31, 2018 consisted of the following: June 30, December 31, Land $ 12,443 $ 12,440 Improvements to land and leaseholds 17,580 17,610 Buildings 36,474 34,608 Machinery and equipment, including equipment under finance leases 122,596 120,914 Construction in progress 2,692 3,083 Gross property, plant, and equipment 191,785 188,655 Less accumulated depreciation and amortization, including accumulated amortization of finance leases (107,344) (101,798) Property, plant, and equipment - net $ 84,441 $ 86,857 Depreciation expense was $2,768 and $2,938 for the three months ended June 30, 2019 and 2018, respectively, and $5,540 and $5,882 for the six months ended June 30, 2019 and 2018, respectively. We review our property, plant, and equipment for recoverability whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. We recognize an impairment loss if 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 six months ended June 30, 2019 and 2018. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases, Operating | Leases On January 1, 2019, the Company adopted ASU 2016-02 and all the related amendments using the modified retrospective approach, which resulted in an increase in assets of $13,585 and an increase in current and long-term liabilities of $3,322 and $10,263, respectively. This adoption did not affect our results of operations, cash flows, or our compliance with the covenants of the Amended and Restated Credit Agreement dated March 13, 2015, and as amended by the Second Amendment dated November 7, 2016, or the covenants of the Third Amended and Restated Credit Agreement dated April 30, 2019. We determine if an arrangement is a lease at its inception. Operating leases are included in “Operating lease right-of-use assets,” “Other current liabilities,” and “Long-term operating lease liabilities” within our Condensed Consolidated Balance Sheets. Finance leases are included in “Property, plant, and equipment - net,” “Current maturities of long-term debt,” and “Long-term debt” in our Condensed Consolidated Balance Sheets. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of the lease payments. We use the implicit rate when readily determinable. The operating lease right-of-use asset also includes indirect costs incurred and lease payments made prior to the commencement date, less any lease incentives received. Our lease terms may include options to extend or terminate the lease and will be recognized when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components which we account for as a single lease component. Also, for certain equipment leases, we apply a portfolio approach to effectively account for the operating lease right-of-use assets and liabilities. Finance lease and lessor accounting recognition has remained substantially unchanged under ASU 2016-02 and had no impact on the Company's balance sheet, results of operations, or cash flows as a result of the adoption of ASU 2016-02. The Company has operating and finance leases for manufacturing facilities, corporate offices, sales offices, vehicles, and certain equipment. As of June 30, 2019, our leases had remaining lease terms of 1 to 13 years, some of which include options to extend the leases for up to 5 years, and some of which include options to terminate the leases within 1 year. As of June 30, 2019, the Company’s operating leases had a weighted average remaining lease term of 6 years and a weighted average discount rate of 4.9%. As of June 30, 2019, the Company’s finance leases had a weighted average remaining lease term of 1 year and a weighted average discount rate of 4.3%. The balance sheet component of the Company's leases were as follows as of June 30, 2019: June 30, 2019 Operating leases Operating lease right-of-use assets $ 13,235 Other current liabilities $ 3,334 Long-term operating lease liabilities 9,901 Total operating lease liabilities $ 13,235 Finance leases Property, plant, and equipment $ 3,626 Accumulated amortization (2,834) Property, plant, and equipment - net $ 792 Current maturities of long-term debt $ 642 Long-term debt 150 Total finance lease liabilities $ 792 The components of lease expense within the Company's statements of operations were as follows for the three and six months ended June 30, 2019: Three Months Ended Six Months Ended June 30, 2019 June 30, 2019 Finance lease cost: Amortization of finance leases $ 179 $ 357 Interest on lease liabilities 12 21 Operating lease cost 914 1,830 Sublease income (9) (18) Total lease cost $ 1,096 $ 2,190 The cash flow components of the Company's leases were as follows for the six months ended June 30, 2019: Six Months Ended June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (2,156) Financing cash flows from finance leases (378) Right-of-use assets obtained in exchange for new lease liabilities: Operating leases $ 1,480 As of June 30, 2019, estimated annual maturities of lease liabilities remaining for the year ending December 31, 2019 and thereafter were as follows: Operating Leases Finance Leases Remaining 2019 $ 2,147 $ 357 2020 3,412 407 2021 2,518 88 2022 1,909 12 2023 1,521 — 2024 and thereafter 4,418 — Total undiscounted lease payments 15,925 864 Interest (2,690) (72) Total $ 13,235 $ 792 |
Leases, Finance | Leases On January 1, 2019, the Company adopted ASU 2016-02 and all the related amendments using the modified retrospective approach, which resulted in an increase in assets of $13,585 and an increase in current and long-term liabilities of $3,322 and $10,263, respectively. This adoption did not affect our results of operations, cash flows, or our compliance with the covenants of the Amended and Restated Credit Agreement dated March 13, 2015, and as amended by the Second Amendment dated November 7, 2016, or the covenants of the Third Amended and Restated Credit Agreement dated April 30, 2019. We determine if an arrangement is a lease at its inception. Operating leases are included in “Operating lease right-of-use assets,” “Other current liabilities,” and “Long-term operating lease liabilities” within our Condensed Consolidated Balance Sheets. Finance leases are included in “Property, plant, and equipment - net,” “Current maturities of long-term debt,” and “Long-term debt” in our Condensed Consolidated Balance Sheets. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of the lease payments. We use the implicit rate when readily determinable. The operating lease right-of-use asset also includes indirect costs incurred and lease payments made prior to the commencement date, less any lease incentives received. Our lease terms may include options to extend or terminate the lease and will be recognized when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components which we account for as a single lease component. Also, for certain equipment leases, we apply a portfolio approach to effectively account for the operating lease right-of-use assets and liabilities. Finance lease and lessor accounting recognition has remained substantially unchanged under ASU 2016-02 and had no impact on the Company's balance sheet, results of operations, or cash flows as a result of the adoption of ASU 2016-02. The Company has operating and finance leases for manufacturing facilities, corporate offices, sales offices, vehicles, and certain equipment. As of June 30, 2019, our leases had remaining lease terms of 1 to 13 years, some of which include options to extend the leases for up to 5 years, and some of which include options to terminate the leases within 1 year. As of June 30, 2019, the Company’s operating leases had a weighted average remaining lease term of 6 years and a weighted average discount rate of 4.9%. As of June 30, 2019, the Company’s finance leases had a weighted average remaining lease term of 1 year and a weighted average discount rate of 4.3%. The balance sheet component of the Company's leases were as follows as of June 30, 2019: June 30, 2019 Operating leases Operating lease right-of-use assets $ 13,235 Other current liabilities $ 3,334 Long-term operating lease liabilities 9,901 Total operating lease liabilities $ 13,235 Finance leases Property, plant, and equipment $ 3,626 Accumulated amortization (2,834) Property, plant, and equipment - net $ 792 Current maturities of long-term debt $ 642 Long-term debt 150 Total finance lease liabilities $ 792 The components of lease expense within the Company's statements of operations were as follows for the three and six months ended June 30, 2019: Three Months Ended Six Months Ended June 30, 2019 June 30, 2019 Finance lease cost: Amortization of finance leases $ 179 $ 357 Interest on lease liabilities 12 21 Operating lease cost 914 1,830 Sublease income (9) (18) Total lease cost $ 1,096 $ 2,190 The cash flow components of the Company's leases were as follows for the six months ended June 30, 2019: Six Months Ended June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (2,156) Financing cash flows from finance leases (378) Right-of-use assets obtained in exchange for new lease liabilities: Operating leases $ 1,480 As of June 30, 2019, estimated annual maturities of lease liabilities remaining for the year ending December 31, 2019 and thereafter were as follows: Operating Leases Finance Leases Remaining 2019 $ 2,147 $ 357 2020 3,412 407 2021 2,518 88 2022 1,909 12 2023 1,521 — 2024 and thereafter 4,418 — Total undiscounted lease payments 15,925 864 Interest (2,690) (72) Total $ 13,235 $ 792 |
Long-Term Debt and Related Mann
Long-Term Debt and Related Manners | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Related Manners | Long-term Debt and Related Matters North America Long-term debt consisted of the following: June 30, December 31, Revolving credit facility $ 65,323 $ 74,008 Term loan 25,000 — Capital leases and financing agreements 792 974 Total 91,115 74,982 Less current maturities (3,142) (629) Long-term portion $ 87,973 $ 74,353 On April 30, 2019, the Company, its domestic subsidiaries, and certain of its Canadian and European subsidiaries (collectively, the “Borrowers”), entered into the Third Amended and Restated Credit Agreement (“Amended Credit Agreement”) with PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank, N.A., and BMO Harris Bank, N.A. This Amended Credit Agreement modifies the prior revolving credit facility which had a maximum credit line of $195,000 and extends the maturity date from March 13, 2020 to April 30, 2024. The Amended Credit Agreement provides for a five-year, revolving credit facility that permits aggregate borrowings of the Borrowers up to $140,000 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 Amended Credit Agreement’s incremental loan feature permits the Company to increase the available revolving borrowings under the facility by up to an additional $50,000 and provides for additional term loan borrowings of up to $25,000 subject to the Company’s receipt of increased commitments from existing or new lenders and the satisfaction of certain conditions. The Company’s and the domestic, Canadian, and United Kingdom guarantors’ (the “Guarantors”) obligations under the Amended Credit Agreement are secured by the grant of a security interest by the Borrowers and Guarantors in substantially all of the personal property 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 domestic subsidiaries, have been pledged to the lenders as collateral for the lending obligations. Borrowings under the Amended Credit Agreement bear interest at rates based upon either the base rate or Euro-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 Amended Credit Agreement. The base rate is the highest of (a) the Overnight Bank Funding Rate plus 50 basis points, (b) the Prime Rate, or (c) the Daily Euro-rate plus 100 basis points (each as defined in the Amended Credit Agreement). The base rate and Euro-rate spreads range from 25 to 125 basis points and 125 to 225 basis points, respectively. The Amended Credit Agreement includes three financial covenants: (a) Maximum Gross Leverage Ratio, defined as the Company’s consolidated Indebtedness divided by the Company’s consolidated EBITDA, which must not exceed (i) 3.25 to 1.00 for all testing periods other than during an Acquisition Period, as defined in the Amended Credit Agreement, and (ii) 3.50 to 1.00 for all testing periods occurring during an Acquisition Period; (b) Minimum Consolidated Fixed Charge Coverage Ratio, defined as the Company's consolidated EBITDA divided by the Company's Fixed Charges, as defined in the Amended Credit Agreement, which must be less than 1.25 to 1.00; and (c) Minimum Working Capital to Revolving Facility Usage Ratio, defined as the sum of the inventory and accounts receivable of the Borrowers and certain other Guarantors divided by the Revolving Facility Usage, as defined in the Amended Credit Agreement, which must be less than 1.40 to 1.00. The Amended 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 Amended Credit Agreement) has occurred prior to or after giving effect to the dividend, distribution, or redemption. Additionally, the Amended Credit Agreement permits the Company to complete acquisitions so long as (a) no event of default or potential default has occurred prior to or as a result of such acquisition; (b) the liquidity of the Borrowers is not less than $25,000 prior to giving effect to such acquisition; and (c) the aggregate consideration for the acquisition does not exceed: (i) $50,000 per acquisition; (ii) $50,000 in the aggregate for multiple acquisitions entered into during four consecutive quarters; and (iii) $100,000 in the aggregate over the term of the Amended Credit Agreement. 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. As of June 30, 2019, L.B. Foster was in compliance with the Amended Credit Agreement’s covenants. As of June 30, 2019, the Company had outstanding letters of credit of approximately $836 and had net available borrowing capacity of $73,841. The maturity date of the facility is April 30, 2024. On April 29, 2019, the credit facility with NatWest Bank for the Company's United Kingdom operations was terminated. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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 within “Cash and cash equivalents” are investments in non-domestic term deposits. The carrying amounts approximate fair value because of the short maturity of the instruments. LIBOR-based interest rate swaps - To reduce the impact of interest rate changes on outstanding variable-rate debt, the Company entered into forward starting LIBOR-based interest rate swaps with notional values totaling $50,000. The fair value of the interest rate swaps is based on market-observable forward interest rates and represents the estimated amount that the Company would pay to terminate the agreements. As such, the swap agreements are classified as Level 2 within the fair value hierarchy. As of June 30, 2019, the interest rate swaps were recorded within “Other accrued liabilities.” Fair Value Measurements at Reporting Date Fair Value Measurements at Reporting Date June 30, Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs December 31, Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Term deposits $ 16 $ 16 $ — $ — $ 16 $ 16 $ — $ — Interest rate swaps — — — — 675 — 675 — Total assets $ 16 $ 16 $ — $ — $ 691 $ 16 $ 675 $ — Interest rate swaps $ 506 $ — $ 506 $ — $ — $ — $ — $ — Total liabilities $ 506 $ — $ 506 $ — $ — $ — $ — $ — The interest rate swaps 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 of 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. For the three months ended June 30, 2019 and 2018, we recognized interest income of $56 and $1, respectively, and for the six months ended June 30, 2019 and 2018, we recognized interest income of $121 and interest expense of $34, respectively, from interest rate swaps. In accordance with the provisions of ASC 820, “Fair Value Measurement,” the Company measures certain nonfinancial assets and liabilities at fair value, which are recognized or disclosed on a nonrecurring basis. |
Earnings Per Common Share
Earnings Per Common Share | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | 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 Six Months Ended 2019 2018 2019 2018 Numerator for basic and diluted earnings per common share: Net income $ 9,564 $ 5,434 $ 13,254 $ 3,576 Denominator: Weighted average shares outstanding 10,420 10,365 10,399 10,358 Denominator for basic earnings per common share 10,420 10,365 10,399 10,358 Effect of dilutive securities: Stock compensation plans 222 119 199 119 Dilutive potential common shares 222 119 199 119 Denominator for diluted earnings per common share - adjusted weighted average shares outstanding 10,642 10,484 10,598 10,477 Basic earnings per common share $ 0.92 $ 0.52 $ 1.27 $ 0.35 Diluted earnings per common share $ 0.90 $ 0.52 $ 1.25 $ 0.34 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Compensation [Abstract] | |
Stock-based Compensation | Stock-based Compensation The Company applies the provisions of ASC 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 compensation expense related to restricted stock awards and performance share units of $1,179 and $822 for the three months ended June 30, 2019 and 2018, respectively, and $2,034 and $1,904 for the six months ended June 30, 2019 and 2018, respectively. As of June 30, 2019, unrecognized compensation expense for unvested awards approximated $6,293. The Company will recognize this expense over the upcoming 3.8 years through April 2023. 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 and Performance Share Units Under the 2006 Omnibus Plan, the Company grants eligible employees restricted stock and performance share units. The forfeitable restricted stock awards granted generally time-vest ratably over a three one three 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, there have been no non-employee directors who elected the option to receive deferred stock units of the Company’s common stock in lieu of director cash compensation. In February 2019, the Compensation Committee approved the 2019 Performance Share Unit Program and the Executive Annual Incentive Compensation Plan (consisting of cash and equity components). The Compensation Committee also certified the actual Company performance achievement in the 2016 Performance Share Unit Program, which actual performance resulted in no payout relative to the 2016 Performance Share Unit Program target performance metrics. The following table summarizes the restricted stock awards, deferred stock units, and performance share units activity for the six months ended June 30, 2019: Restricted Deferred Performance Weighted Average Outstanding as of December 31, 2018 191,825 41,774 300,373 $ 18.61 Granted 62,125 12,304 89,092 18.63 Vested (86,851) — — 19.50 Adjustment for incentive awards not expected to vest — — (6,667) 9.90 Outstanding as of June 30, 2019 167,099 54,078 382,798 $ 18.61 |
Retirement Plans
Retirement Plans | 6 Months Ended |
Jun. 30, 2019 | |
Employee-related Liabilities [Abstract] | |
Retirement Plans | Retirement Plans 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 (“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 two defined contribution plans for its employees in Canada, as well as one post-retirement benefit plan. 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 six months ended June 30, 2019 and 2018 were as follows: Three Months Ended Six Months Ended 2019 2018 2019 2018 Interest cost $ 162 $ 155 $ 324 $ 311 Expected return on plan assets (180) (213) (360) (427) Recognized net actuarial loss 31 24 63 48 Net periodic pension cost (income) $ 13 $ (34) $ 27 $ (68) For the six months ended June 30, 2019, the Company contributed approximately $550 to its United States defined benefit pension plan and expects no additional contributions during the remainder of 2019. United Kingdom Defined Benefit Plan Net periodic pension costs for the United Kingdom defined benefit pension plan for the three and six months ended June 30, 2019 and 2018 were as follows: Three Months Ended Six Months Ended 2019 2018 2019 2018 Interest cost $ 54 $ 52 $ 108 $ 104 Expected return on plan assets (61) (71) (122) (142) Amortization of prior service costs and transition amount 11 5 22 10 Recognized net actuarial loss 53 49 106 98 Net periodic pension cost $ 57 $ 35 $ 114 $ 70 United Kingdom regulations require trustees to adopt a prudent approach to funding required contributions to defined benefit pension plans. The Company anticipates contributions of approximately $249 to the United Kingdom pension plan during 2019. For the six months ended June 30, 2019, the Company contributed approximately $127 to the plan. Defined Contribution Plans The Company sponsors six defined contribution plans for hourly and salaried employees across our domestic and international facilities. The following table summarizes the expense associated with the contributions made to these plans: Three Months Ended Six Months Ended 2019 2018 2019 2018 United States $ 680 $ 770 $ 1,230 $ 1,314 Canada 34 34 72 68 United Kingdom 118 98 225 214 $ 832 $ 902 $ 1,527 $ 1,596 |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingent Liabilities | 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, 2018 $ 2,057 Additions to warranty liability 349 Warranty liability utilized (728) Balance as of June 30, 2019 $ 1,678 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 The expected payments under the UPRR Settlement Agreement for the remainder of the year ending December 31, 2019 and thereafter are as follows: Year Ending December 31, Remainder of 2019 $ 6,000 2020 8,000 2021 8,000 2022 8,000 2023 8,000 2024 8,000 Total $ 46,000 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. The Company and a predecessor owned and operated a facility near the harbor site for a period prior to 1982. By letter dated March 16, 2018, the EPA informed the Company of the proposed schedule for consent decree negotiations to implement the Portland Harbor Superfund Site Record of Decision, with negotiations scheduled to commence by the end of 2019, and the EPA also set a proposed deadline of June 2019 to conclude negotiations with PRPs for the performance of remedial design work in the harbor. 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. 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, a private allocation process among numerous PRPs in a working group is ongoing. We cannot predict the ultimate impact of these proceedings because of the large number of PRPs involved throughout the harbor 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, 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 of June 30, 2019 and December 31, 2018, the Company maintained environmental reserves approximating $6,078 and $6,128, respectively. The following table sets forth the Company’s environmental obligation: Environmental liability Balance as of December 31, 2018 $ 6,128 Additions to environmental obligations 3 Environmental obligations utilized (53) Balance as of June 30, 2019 $ 6,078 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 June 30, 2019. 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 June 30, 2019, no such disclosures were considered necessary. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesFor the three months ended June 30, 2019 and 2018, the Company recorded an income tax provision of $1,685 and $728 on pre-tax income of $11,249 and $6,162, respectively, for an effective income tax rate of 15.0% and 11.8%, respectively. For the six months ended June 30, 2019 and 2018, the Company recorded an income tax provision of $2,323 and $1,253 on pre-tax income of $15,577 and $4,829, respectively, for an effective income tax rate of 14.9% and 25.9%, respectively. The Company's effective tax rate for the three and six months ended June 30, 2019 differed from the federal statutory rate of 21% primarily due to the realization of a portion of its U.S. deferred tax assets previously offset by a valuation allowance. The Company continued to maintain a full valuation allowance against its U.S. deferred tax assets, which is likely to result in significant variability of the effective tax rate in the current year. Changes in pre-tax income projections and the mix of income across jurisdictions could also impact the effective income tax rate. |
Financial Statements (Policies)
Financial Statements (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of presentation | 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 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all estimates and adjustments (consisting of normal recurring accruals, unless otherwise stated herein) considered necessary for a fair presentation of the financial position of L.B. Foster Company and subsidiaries as of June 30, 2019 and December 31, 2018, its Condensed Consolidated Statements of Operations and its Condensed Consolidated Statements of Stockholders' Equity for the three and six months ended June 30, 2019 and 2018, and its Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2019 and 2018, have been included. However, actual results could differ from those estimates. The results of operations for interim periods are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. The Condensed Consolidated Balance Sheet as of December 31, 2018 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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. 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. |
Recently issued accounting standards | Recently Issued Accounting Standards In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. (“ASU”) 2018-15, “Intangibles - Goodwill and Other - Internal-Use Software” (“ASU 2018-15”). The ASU requires capitalization of certain implementation costs incurred in a cloud computing arrangement that qualifies as a service contract. The amendments in the ASU are effective for fiscal years beginning after December 15, 2019 and for interim periods therein with early adoption permitted. The Company is currently evaluating the potential impact of the ASU on its consolidated financial statements. Recently Adopted Accounting Standards In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). The new accounting requirements include the accounting for, presentation of, and classification of leases. The guidance resulted in most leases being capitalized as a right-of-use asset with a related balance sheet liability. The requirements of the new standard are effective for annual reporting periods beginning after December 15, 2018, and interim periods within those annual periods. The Company adopted the provisions of ASU 2016-02 on January 1, 2019, using the modified retrospective approach as of the beginning of the period of adoption. Additionally, the Company has elected to apply the practical expedient package for leases that commenced prior to the effective date, not to apply the recognition requirements in the standard to short-term leases, and not to separate non-lease components from lease components. The Company has presented the disclosures required by ASU 2016-02 in Note 8. In February 2018, the FASB issued ASU 2018-02, “Income Statement – Reporting Comprehensive Income; Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” (“ASU 2018-02”), which allows companies to reclassify stranded tax effects caused by the US Tax Cuts and Jobs Act (the “Tax Act”) from accumulated other comprehensive income to retained earnings. The amendments eliminate the stranded tax effects resulting from the Tax Act and improve the usefulness of information reported to financial statement users. However, because the amendments only relate to the reclassification of the income tax effects of the Tax Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected. The Company adopted ASU 2018-02 during the first quarter of 2019 and has chosen to record the reclassification as of the beginning of the period of adoption. As a result of adopting this standard, we reclassified stranded tax effects of $633 from Accumulated other comprehensive loss to Retained earnings. The SEC Disclosure Update and Simplification release announces the SEC's adoption of certain amendments in August 2018. While most of the amendments eliminate outdated or duplicative disclosure requirements, the final rule amends the interim financial statement requirements to require a reconciliation of changes in stockholders’ equity in the notes to the financial statements or as a separate statement. This analysis should reconcile the beginning balance to the ending balance of each caption in stockholders’ equity for each period for which an income statement is required to be filed and comply with the remaining content requirements of Rule 3-04 of Regulation S-X. As a result, registrants are required to provide the reconciliation for both the comparable quarterly and year-to-date periods in their Quarterly Reports on Form 10-Q but only for the year-to-date periods in registration statements, beginning in the first quarter of 2019. The Company has included the reconciliation of changes in stockholders’ equity as a separate statement. |
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 ASC 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 |
Business Segments (Tables)
Business Segments (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Reconciliation of Revenue from Segments to Consolidated | The following table illustrates the Company's revenues and profit from operations by segment for the periods indicated: Three Months Ended Three Months Ended Net Sales Segment Profit Net Sales Segment Profit Rail Products and Services $ 101,401 $ 7,919 $ 91,884 $ 5,308 Construction Products 55,406 3,413 42,207 2,857 Tubular and Energy Services 44,126 5,019 38,799 4,545 Total $ 200,933 $ 16,351 $ 172,890 $ 12,710 Six Months Ended Six Months Ended Net Sales Segment Profit Net Sales Segment Profit Rail Products and Services $ 177,095 $ 11,398 $ 154,054 $ 7,356 Construction Products 92,751 4,247 71,107 2,875 Tubular and Energy Services 81,556 9,707 70,183 6,430 Total $ 351,402 $ 25,352 $ 295,344 $ 16,661 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | The following table provides a reconciliation of segment net profit from operations to the Company’s consolidated total: Three Months Ended Six Months Ended 2019 2018 2019 2018 Profit for reportable segments $ 16,351 $ 12,710 $ 25,352 $ 16,661 Interest expense - net (1,597) (1,630) (2,952) (3,517) Other income (expense) 252 (128) 402 477 Unallocated corporate expenses and other unallocated charges (3,757) (4,790) (7,225) (8,792) Income before income taxes $ 11,249 $ 6,162 $ 15,577 $ 4,829 |
Reconciliation of Assets from Segment to Consolidated | The following table illustrates assets of the Company by segment: June 30, December 31, Rail Products and Services $ 188,924 $ 175,704 Construction Products 107,025 97,133 Tubular and Energy Services 93,457 90,402 Unallocated corporate assets 27,404 20,010 Total $ 416,810 $ 383,249 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table summarizes the Company's net sales by major product and service category: Three Months Ended Six Months Ended 2019 2018 2019 2018 Rail Products $ 67,990 $ 54,332 $ 114,196 $ 90,366 Rail Technologies 33,411 37,552 62,899 63,688 Rail Products and Services 101,401 91,884 177,095 154,054 Piling and Fabricated Bridge 37,588 25,846 61,320 44,707 Precast Concrete Products 17,818 16,361 31,431 26,400 Construction Products 55,406 42,207 92,751 71,107 Test, Inspection, and Threading Services 13,804 15,008 28,528 29,221 Protective Coatings and Measurement Systems 30,322 23,791 53,028 40,962 Tubular and Energy Services 44,126 38,799 81,556 70,183 Total net sales $ 200,933 $ 172,890 $ 351,402 $ 295,344 Net sales by the timing of the transfer of goods and services was as follows: Three Months Ended June 30, 2019 Rail Products and Construction Tubular and Energy Total Point in time $ 80,701 $ 38,095 $ 33,542 $ 152,338 Over time 20,700 17,311 10,584 48,595 Total net sales $ 101,401 $ 55,406 $ 44,126 $ 200,933 Three Months Ended June 30, 2018 Rail Products and Construction Tubular and Energy Total Point in time $ 69,295 $ 28,196 $ 34,923 $ 132,414 Over time 22,589 14,011 3,876 40,476 Total net sales $ 91,884 $ 42,207 $ 38,799 $ 172,890 Six Months Ended June 30, 2019 Rail Products and Construction Tubular and Energy Total Point in time $ 137,193 $ 61,190 $ 62,676 $ 261,059 Over time 39,902 31,561 18,880 90,343 Total net sales $ 177,095 $ 92,751 $ 81,556 $ 351,402 Six Months Ended June 30, 2018 Rail Products and Construction Tubular and Energy Total Point in time $ 115,166 $ 47,122 $ 61,358 $ 223,646 Over time 38,888 23,985 8,825 71,698 Total net sales $ 154,054 $ 71,107 $ 70,183 $ 295,344 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table presents the goodwill balance by reportable segment: Rail Products and Construction Tubular and Energy Total Balance as of December 31, 2018 $ 14,111 $ 5,147 $ — $ 19,258 Foreign currency translation impact (39) — — (39) Balance as of June 30, 2019 $ 14,072 $ 5,147 $ — $ 19,219 |
Schedule of Intangible Assets | The components of the Company’s intangible assets were as follows: June 30, 2019 Weighted Average Gross Accumulated Net Non-compete agreements 4 $ 1,245 $ (1,082) $ 163 Patents 10 374 (179) 195 Customer relationships 18 37,093 (12,561) 24,532 Trademarks and trade names 15 8,478 (3,883) 4,595 Technology 14 35,631 (18,679) 16,952 $ 82,821 $ (36,384) $ 46,437 December 31, 2018 Weighted Average Gross Accumulated Net Non-compete agreements 4 $ 1,372 $ (1,046) $ 326 Patents 10 358 (165) 193 Customer relationships 18 37,129 (11,388) 25,741 Trademarks and trade names 15 8,481 (3,416) 5,065 Technology 14 35,640 (17,129) 18,511 $ 82,980 $ (33,144) $ 49,836 |
Estimated Future Amortization | As of June 30, 2019, estimated amortization expense for the remainder of 2019 and thereafter was as follows: Amortization Expense Remainder of 2019 $ 3,215 2020 5,856 2021 5,821 2022 5,738 2023 5,242 2024 and thereafter 20,565 $ 46,437 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories as of June 30, 2019 and December 31, 2018 are summarized in the following table: June 30, December 31, Finished goods $ 71,182 $ 69,041 Contract assets 37,457 26,692 Work-in-process 5,594 6,940 Raw materials 20,215 21,831 Inventories - net $ 134,448 $ 124,504 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant, and equipment as of June 30, 2019 and December 31, 2018 consisted of the following: June 30, December 31, Land $ 12,443 $ 12,440 Improvements to land and leaseholds 17,580 17,610 Buildings 36,474 34,608 Machinery and equipment, including equipment under finance leases 122,596 120,914 Construction in progress 2,692 3,083 Gross property, plant, and equipment 191,785 188,655 Less accumulated depreciation and amortization, including accumulated amortization of finance leases (107,344) (101,798) Property, plant, and equipment - net $ 84,441 $ 86,857 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Balance Sheet Locations | The balance sheet component of the Company's leases were as follows as of June 30, 2019: June 30, 2019 Operating leases Operating lease right-of-use assets $ 13,235 Other current liabilities $ 3,334 Long-term operating lease liabilities 9,901 Total operating lease liabilities $ 13,235 Finance leases Property, plant, and equipment $ 3,626 Accumulated amortization (2,834) Property, plant, and equipment - net $ 792 Current maturities of long-term debt $ 642 Long-term debt 150 Total finance lease liabilities $ 792 |
Components of Lease Cost | The components of lease expense within the Company's statements of operations were as follows for the three and six months ended June 30, 2019: Three Months Ended Six Months Ended June 30, 2019 June 30, 2019 Finance lease cost: Amortization of finance leases $ 179 $ 357 Interest on lease liabilities 12 21 Operating lease cost 914 1,830 Sublease income (9) (18) Total lease cost $ 1,096 $ 2,190 The cash flow components of the Company's leases were as follows for the six months ended June 30, 2019: Six Months Ended June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (2,156) Financing cash flows from finance leases (378) Right-of-use assets obtained in exchange for new lease liabilities: Operating leases $ 1,480 |
Estimated Annual Maturities, Operating | As of June 30, 2019, estimated annual maturities of lease liabilities remaining for the year ending December 31, 2019 and thereafter were as follows: Operating Leases Finance Leases Remaining 2019 $ 2,147 $ 357 2020 3,412 407 2021 2,518 88 2022 1,909 12 2023 1,521 — 2024 and thereafter 4,418 — Total undiscounted lease payments 15,925 864 Interest (2,690) (72) Total $ 13,235 $ 792 |
Estimated Annual Maturities, Finance | As of June 30, 2019, estimated annual maturities of lease liabilities remaining for the year ending December 31, 2019 and thereafter were as follows: Operating Leases Finance Leases Remaining 2019 $ 2,147 $ 357 2020 3,412 407 2021 2,518 88 2022 1,909 12 2023 1,521 — 2024 and thereafter 4,418 — Total undiscounted lease payments 15,925 864 Interest (2,690) (72) Total $ 13,235 $ 792 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt consisted of the following: June 30, December 31, Revolving credit facility $ 65,323 $ 74,008 Term loan 25,000 — Capital leases and financing agreements 792 974 Total 91,115 74,982 Less current maturities (3,142) (629) Long-term portion $ 87,973 $ 74,353 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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 June 30, Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs December 31, Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Term deposits $ 16 $ 16 $ — $ — $ 16 $ 16 $ — $ — Interest rate swaps — — — — 675 — 675 — Total assets $ 16 $ 16 $ — $ — $ 691 $ 16 $ 675 $ — Interest rate swaps $ 506 $ — $ 506 $ — $ — $ — $ — $ — Total liabilities $ 506 $ — $ 506 $ — $ — $ — $ — $ — |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | (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 Six Months Ended 2019 2018 2019 2018 Numerator for basic and diluted earnings per common share: Net income $ 9,564 $ 5,434 $ 13,254 $ 3,576 Denominator: Weighted average shares outstanding 10,420 10,365 10,399 10,358 Denominator for basic earnings per common share 10,420 10,365 10,399 10,358 Effect of dilutive securities: Stock compensation plans 222 119 199 119 Dilutive potential common shares 222 119 199 119 Denominator for diluted earnings per common share - adjusted weighted average shares outstanding 10,642 10,484 10,598 10,477 Basic earnings per common share $ 0.92 $ 0.52 $ 1.27 $ 0.35 Diluted earnings per common share $ 0.90 $ 0.52 $ 1.25 $ 0.34 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Compensation [Abstract] | |
Schedule of Nonvested Share Activity | The following table summarizes the restricted stock awards, deferred stock units, and performance share units activity for the six months ended June 30, 2019: Restricted Deferred Performance Weighted Average Outstanding as of December 31, 2018 191,825 41,774 300,373 $ 18.61 Granted 62,125 12,304 89,092 18.63 Vested (86,851) — — 19.50 Adjustment for incentive awards not expected to vest — — (6,667) 9.90 Outstanding as of June 30, 2019 167,099 54,078 382,798 $ 18.61 |
Retirement Plans (Tables)
Retirement Plans (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Defined Benefit Plan Disclosure | |
Schedule of Costs of Retirement Plans | The following table summarizes the expense associated with the contributions made to these plans: Three Months Ended Six Months Ended 2019 2018 2019 2018 United States $ 680 $ 770 $ 1,230 $ 1,314 Canada 34 34 72 68 United Kingdom 118 98 225 214 $ 832 $ 902 $ 1,527 $ 1,596 |
Pension Plan | 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 six months ended June 30, 2019 and 2018 were as follows: Three Months Ended Six Months Ended 2019 2018 2019 2018 Interest cost $ 162 $ 155 $ 324 $ 311 Expected return on plan assets (180) (213) (360) (427) Recognized net actuarial loss 31 24 63 48 Net periodic pension cost (income) $ 13 $ (34) $ 27 $ (68) |
Pension Plan | 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 six months ended June 30, 2019 and 2018 were as follows: Three Months Ended Six Months Ended 2019 2018 2019 2018 Interest cost $ 54 $ 52 $ 108 $ 104 Expected return on plan assets (61) (71) (122) (142) Amortization of prior service costs and transition amount 11 5 22 10 Recognized net actuarial loss 53 49 106 98 Net periodic pension cost $ 57 $ 35 $ 114 $ 70 |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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, 2018 $ 2,057 Additions to warranty liability 349 Warranty liability utilized (728) Balance as of June 30, 2019 $ 1,678 |
Schedule Of Future Payments Of Legal Settlements | The expected payments under the UPRR Settlement Agreement for the remainder of the year ending December 31, 2019 and thereafter are as follows: Year Ending December 31, Remainder of 2019 $ 6,000 2020 8,000 2021 8,000 2022 8,000 2023 8,000 2024 8,000 Total $ 46,000 |
Environmental Loss Contingencies | The following table sets forth the Company’s environmental obligation: Environmental liability Balance as of December 31, 2018 $ 6,128 Additions to environmental obligations 3 Environmental obligations utilized (53) Balance as of June 30, 2019 $ 6,078 |
Financial Statements (Narrative
Financial Statements (Narratives) (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle | |||
Accumulated other comprehensive loss | $ (23,419) | $ (22,191) | |
Retained earnings | $ 128,211 | $ 114,324 | |
ASU 2018-02 | Reclassified | |||
New Accounting Pronouncements or Change in Accounting Principle | |||
Accumulated other comprehensive loss | $ (633) | ||
Retained earnings | $ 633 |
Business Segments (Reconciliati
Business Segments (Reconciliation of Revenue from Segments to Consolidated) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Segment Reporting Information | ||||
Total net sales | $ 200,933 | $ 172,890 | $ 351,402 | $ 295,344 |
Segment Profit | 16,351 | 12,710 | 25,352 | 16,661 |
Rail Products and Services | ||||
Segment Reporting Information | ||||
Total net sales | 101,401 | 91,884 | 177,095 | 154,054 |
Construction Products | ||||
Segment Reporting Information | ||||
Total net sales | 55,406 | 42,207 | 92,751 | 71,107 |
Tubular and Energy Services | ||||
Segment Reporting Information | ||||
Total net sales | 44,126 | 38,799 | 81,556 | 70,183 |
Operating Segments | ||||
Segment Reporting Information | ||||
Total net sales | 200,933 | 172,890 | 351,402 | 295,344 |
Segment Profit | 16,351 | 12,710 | 25,352 | 16,661 |
Operating Segments | Rail Products and Services | ||||
Segment Reporting Information | ||||
Total net sales | 101,401 | 91,884 | 177,095 | 154,054 |
Segment Profit | 7,919 | 5,308 | 11,398 | 7,356 |
Operating Segments | Construction Products | ||||
Segment Reporting Information | ||||
Total net sales | 55,406 | 42,207 | 92,751 | 71,107 |
Segment Profit | 3,413 | 2,857 | 4,247 | 2,875 |
Operating Segments | Tubular and Energy Services | ||||
Segment Reporting Information | ||||
Total net sales | 44,126 | 38,799 | 81,556 | 70,183 |
Segment Profit | $ 5,019 | $ 4,545 | $ 9,707 | $ 6,430 |
Business Segments (Reconcilia_2
Business Segments (Reconciliation of Operating Profit (Loss) from Segments to Consolidated) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Segment Reporting [Abstract] | ||||
Profit for reportable segments | $ 16,351 | $ 12,710 | $ 25,352 | $ 16,661 |
Interest expense - net | 1,597 | 1,630 | 2,952 | 3,517 |
Other income (expense) | 252 | (128) | 402 | 477 |
Unallocated corporate expenses and other unallocated charges | (3,757) | (4,790) | (7,225) | (8,792) |
Income before income taxes | $ 11,249 | $ 6,162 | $ 15,577 | $ 4,829 |
Business Segments (Reconcilia_3
Business Segments (Reconciliation of Assets from Segment to Consolidated) (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Segment Reporting Information | ||
Assets | $ 416,810 | $ 383,249 |
Operating Segments | Rail Products and Services | ||
Segment Reporting Information | ||
Assets | 188,924 | 175,704 |
Operating Segments | Construction Products | ||
Segment Reporting Information | ||
Assets | 107,025 | 97,133 |
Operating Segments | Tubular and Energy Services | ||
Segment Reporting Information | ||
Assets | 93,457 | 90,402 |
Unallocated corporate assets | ||
Segment Reporting Information | ||
Assets | $ 27,404 | $ 20,010 |
Business Segments - Narratives
Business Segments - Narratives (Details) | 6 Months Ended |
Jun. 30, 2019segment | |
Segment Reporting [Abstract] | |
Operating segments | 3 |
Revenue (Narratives) (Details)
Revenue (Narratives) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |||||
Revenue remaining performance obligation | $ 209,324 | $ 209,324 | |||
Disaggregation of Revenue | |||||
Total net sales | 200,933 | $ 172,890 | 351,402 | $ 295,344 | |
Contract with customer, assets | 37,457 | 37,457 | $ 26,692 | ||
Contract with customer, liability | 2,162 | 2,162 | $ 1,505 | ||
Contract assets transferred to receivables | 19,764 | ||||
Cash proceeds from liability contract | 2,016 | ||||
Revenue recognized from contract liability | $ 318 | $ 339 | $ 1,266 | $ 740 | |
Over time | |||||
Disaggregation of Revenue | |||||
Customer revenue transferred over-time (percentage) | 24.20% | 23.40% | 25.70% | 24.30% | |
Total net sales | $ 48,595 | $ 40,476 | $ 90,343 | $ 71,698 | |
Over time | Performance Based | |||||
Disaggregation of Revenue | |||||
Total net sales | 34,984 | 29,583 | 66,821 | 54,144 | |
Over time | Delivery Based | |||||
Disaggregation of Revenue | |||||
Total net sales | $ 13,611 | $ 10,893 | $ 23,522 | $ 17,554 | |
Point in time | |||||
Disaggregation of Revenue | |||||
Customer revenue transferred over-time (percentage) | 75.80% | 76.60% | 74.30% | 75.70% | |
Total net sales | $ 152,338 | $ 132,414 | $ 261,059 | $ 223,646 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-07-01 | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |||||
Revenue remaining performance obligation (percentage) | 11.20% | 11.20% | |||
Performance obligations expected to be satisfied, expected timing | 12 months | 12 months |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Disaggregation of Revenue | ||||
Total net sales | $ 200,933 | $ 172,890 | $ 351,402 | $ 295,344 |
Rail Products and Services | ||||
Disaggregation of Revenue | ||||
Total net sales | 101,401 | 91,884 | 177,095 | 154,054 |
Rail Products and Services | Rail Products | ||||
Disaggregation of Revenue | ||||
Total net sales | 67,990 | 54,332 | 114,196 | 90,366 |
Rail Products and Services | Rail Technologies | ||||
Disaggregation of Revenue | ||||
Total net sales | 33,411 | 37,552 | 62,899 | 63,688 |
Construction Products | ||||
Disaggregation of Revenue | ||||
Total net sales | 55,406 | 42,207 | 92,751 | 71,107 |
Construction Products | Piling and Fabricated Bridge | ||||
Disaggregation of Revenue | ||||
Total net sales | 37,588 | 25,846 | 61,320 | 44,707 |
Construction Products | Precast Concrete Products | ||||
Disaggregation of Revenue | ||||
Total net sales | 17,818 | 16,361 | 31,431 | 26,400 |
Tubular and Energy Services | ||||
Disaggregation of Revenue | ||||
Total net sales | 44,126 | 38,799 | 81,556 | 70,183 |
Tubular and Energy Services | Test, Inspection, and Threading Services | ||||
Disaggregation of Revenue | ||||
Total net sales | 13,804 | 15,008 | 28,528 | 29,221 |
Tubular and Energy Services | Protective Coatings and Measurement Systems | ||||
Disaggregation of Revenue | ||||
Total net sales | $ 30,322 | $ 23,791 | $ 53,028 | $ 40,962 |
Revenue (Timing of Transfer) (D
Revenue (Timing of Transfer) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Disaggregation of Revenue | ||||
Total net sales | $ 200,933 | $ 172,890 | $ 351,402 | $ 295,344 |
Point in time | ||||
Disaggregation of Revenue | ||||
Total net sales | 152,338 | 132,414 | 261,059 | 223,646 |
Over time | ||||
Disaggregation of Revenue | ||||
Total net sales | 48,595 | 40,476 | 90,343 | 71,698 |
Rail Products and Services | ||||
Disaggregation of Revenue | ||||
Total net sales | 101,401 | 91,884 | 177,095 | 154,054 |
Rail Products and Services | Point in time | ||||
Disaggregation of Revenue | ||||
Total net sales | 80,701 | 69,295 | 137,193 | 115,166 |
Rail Products and Services | Over time | ||||
Disaggregation of Revenue | ||||
Total net sales | 20,700 | 22,589 | 39,902 | 38,888 |
Construction Products | ||||
Disaggregation of Revenue | ||||
Total net sales | 55,406 | 42,207 | 92,751 | 71,107 |
Construction Products | Point in time | ||||
Disaggregation of Revenue | ||||
Total net sales | 38,095 | 28,196 | 61,190 | 47,122 |
Construction Products | Over time | ||||
Disaggregation of Revenue | ||||
Total net sales | 17,311 | 14,011 | 31,561 | 23,985 |
Tubular and Energy Services | ||||
Disaggregation of Revenue | ||||
Total net sales | 44,126 | 38,799 | 81,556 | 70,183 |
Tubular and Energy Services | Point in time | ||||
Disaggregation of Revenue | ||||
Total net sales | 33,542 | 34,923 | 62,676 | 61,358 |
Tubular and Energy Services | Over time | ||||
Disaggregation of Revenue | ||||
Total net sales | $ 10,584 | $ 3,876 | $ 18,880 | $ 8,825 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Amortization expense | $ 1,679 | $ 1,775 | $ 3,391 | $ 3,560 | |
Non-compete agreements | |||||
Fully amortized intangible assets | $ 124 | $ 124 | |||
Minimum | |||||
Finite lived intangible asset, useful life | 4 years | ||||
Maximum | |||||
Finite lived intangible asset, useful life | 25 years | ||||
Weighted Average | |||||
Finite lived intangible asset, useful life | 15 years | ||||
Weighted Average | Non-compete agreements | |||||
Finite lived intangible asset, useful life | 4 years | 4 years |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets (Schedule of Goodwill) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Goodwill | |
Goodwill, beginning balance | $ 19,258 |
Foreign currency translation impact | (39) |
Goodwill, ending balance | 19,219 |
Rail Products and Services | |
Goodwill | |
Goodwill, beginning balance | 14,111 |
Foreign currency translation impact | (39) |
Goodwill, ending balance | 14,072 |
Construction Products | |
Goodwill | |
Goodwill, beginning balance | 5,147 |
Foreign currency translation impact | 0 |
Goodwill, ending balance | 5,147 |
Tubular and Energy Services | |
Goodwill | |
Goodwill, beginning balance | 0 |
Foreign currency translation impact | 0 |
Goodwill, ending balance | $ 0 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets (Schedule of Intangible Assets) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets | |||
Gross Carrying Value | $ 82,821 | $ 82,980 | |
Accumulated Amortization | (36,384) | (33,144) | |
Net Carrying Amount | 46,437 | 49,836 | |
Non-compete agreements | |||
Finite-Lived Intangible Assets | |||
Gross Carrying Value | 1,245 | 1,372 | |
Accumulated Amortization | (1,082) | (1,046) | |
Net Carrying Amount | 163 | 326 | |
Patents | |||
Finite-Lived Intangible Assets | |||
Gross Carrying Value | 374 | 358 | |
Accumulated Amortization | (179) | (165) | |
Net Carrying Amount | 195 | 193 | |
Customer relationships | |||
Finite-Lived Intangible Assets | |||
Gross Carrying Value | 37,093 | 37,129 | |
Accumulated Amortization | (12,561) | (11,388) | |
Net Carrying Amount | 24,532 | 25,741 | |
Trademarks and trade names | |||
Finite-Lived Intangible Assets | |||
Gross Carrying Value | 8,478 | 8,481 | |
Accumulated Amortization | (3,883) | (3,416) | |
Net Carrying Amount | 4,595 | 5,065 | |
Technology | |||
Finite-Lived Intangible Assets | |||
Gross Carrying Value | 35,631 | 35,640 | |
Accumulated Amortization | (18,679) | (17,129) | |
Net Carrying Amount | $ 16,952 | $ 18,511 | |
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 | 4 years | 4 years | |
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 | 18 years | 18 years | |
Weighted Average | Trademarks and trade names | |||
Finite-Lived Intangible Assets | |||
Weighted Average Amortization Period In Years | 15 years | 15 years | |
Weighted Average | Technology | |||
Finite-Lived Intangible Assets | |||
Weighted Average Amortization Period In Years | 14 years | 14 years |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets (Schedule of Expected Amortization Expense) (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2019 | $ 3,215 | |
2020 | 5,856 | |
2021 | 5,821 | |
2022 | 5,738 | |
2023 | 5,242 | |
2024 and thereafter | 20,565 | |
Net Carrying Amount | $ 46,437 | $ 49,836 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Accounts Receivable Additional Disclosures [Abstract] | |||||
Allowance doubtful accounts, receivables | $ 1,357 | $ 1,357 | $ 932 | ||
Reserve for uncollectable accounts | $ 4 | $ (473) | $ 104 | $ (719) |
Inventories (Schedule of Invent
Inventories (Schedule of Inventory) (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 71,182 | $ 69,041 |
Contract assets | 37,457 | 26,692 |
Work-in-process | 5,594 | 6,940 |
Raw materials | 20,215 | 21,831 |
Inventories - net | $ 134,448 | $ 124,504 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Property, Plant and Equipment | |||||
Gross property, plant, and equipment | $ 191,785,000 | $ 191,785,000 | $ 188,655,000 | ||
Less accumulated depreciation and amortization, including accumulated amortization of finance leases | (107,344,000) | (107,344,000) | (101,798,000) | ||
Property, plant, and equipment - net | 84,441,000 | 84,441,000 | 86,857,000 | ||
Depreciation | 2,768,000 | $ 2,938,000 | 5,540,000 | $ 5,882,000 | |
Asset impairment | 0 | $ 0 | |||
Land | |||||
Property, Plant and Equipment | |||||
Gross property, plant, and equipment | 12,443,000 | 12,443,000 | 12,440,000 | ||
Improvements to land and leaseholds | |||||
Property, Plant and Equipment | |||||
Gross property, plant, and equipment | 17,580,000 | 17,580,000 | 17,610,000 | ||
Buildings | |||||
Property, Plant and Equipment | |||||
Gross property, plant, and equipment | 36,474,000 | 36,474,000 | 34,608,000 | ||
Machinery and equipment, including equipment under finance leases | |||||
Property, Plant and Equipment | |||||
Gross property, plant, and equipment | 122,596,000 | 122,596,000 | 120,914,000 | ||
Construction in progress | |||||
Property, Plant and Equipment | |||||
Gross property, plant, and equipment | $ 2,692,000 | $ 2,692,000 | $ 3,083,000 |
Leases - Narratives (Details)
Leases - Narratives (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | |
Lessee, Lease, Description | |||
Operating lease right of use assets | $ 13,235 | ||
Lease liability current | 3,334 | ||
Operating lease liability, noncurrent | $ 9,901 | $ 0 | |
Lease renewal term | 5 years | ||
Lease termination period | 1 year | ||
Operating lease, weighted average lease term | 6 years | ||
Operating lease, weighted average discount rate (percent) | 4.90% | ||
Finance lease, weighted average lease term | 1 year | ||
Finance lease, weighted average discount rate (percent) | 4.30% | ||
Minimum | |||
Lessee, Lease, Description | |||
Lease term | 1 year | ||
Maximum | |||
Lessee, Lease, Description | |||
Lease term | 13 years | ||
ASU 2016-02 | |||
Lessee, Lease, Description | |||
Operating lease right of use assets | $ 13,585 | ||
Lease liability current | 3,322 | ||
Operating lease liability, noncurrent | $ 10,263 |
Leases - Balance Sheet Location
Leases - Balance Sheet Location (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Operating leases | ||
Operating lease right of use assets | $ 13,235 | |
Operating lease liability, current | 3,334 | |
Operating lease liability, noncurrent | 9,901 | $ 0 |
Total operating lease liabilities | 13,235 | |
Finance leases | ||
Property, plant, and equipment | 3,626 | |
Accumulated amortization | (2,834) | |
Property, plant, and equipment - net | 792 | |
Finance lease liability, current | 642 | |
Finance lease liability, noncurrent | 150 | |
Total finance lease liabilities | $ 792 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Lease, Cost [Abstract] | ||
Amortization of finance leases | $ 179 | $ 357 |
Interest on lease liabilities | 12 | 21 |
Operating lease cost | 914 | 1,830 |
Sublease income | (9) | (18) |
Total lease cost | $ 1,096 | $ 2,190 |
Leases - Cash Flow Components (
Leases - Cash Flow Components (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Leases [Abstract] | |
Operating cash flows from operating leases | $ (2,156) |
Financing cash flows from finance leases | (378) |
Right-of-use asset obtained in exchange for operating lease liability | $ 1,480 |
Leases - Estimated Annual Matur
Leases - Estimated Annual Maturities (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Operating Leases | |
Remaining 2019 | $ 2,147 |
2020 | 3,412 |
2021 | 2,518 |
2022 | 1,909 |
2023 | 1,521 |
2024 and thereafter | 4,418 |
Total undiscounted lease payments | 15,925 |
Interest | (2,690) |
Total | 13,235 |
Finance Leases | |
Remaining 2019 | 357 |
2020 | 407 |
2021 | 88 |
2022 | 12 |
2023 | 0 |
2024 and thereafter | 0 |
Total undiscounted lease payments | 864 |
Interest | (72) |
Total | $ 792 |
Long-Term Debt (Schedule of Lon
Long-Term Debt (Schedule of Long-term Debt Instruments) (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Line of Credit Facility | ||
Capital leases and financing agreements | $ 792 | $ 974 |
Total | 91,115 | 74,982 |
Less current maturities | (3,142) | (629) |
Long-term portion | 87,973 | 74,353 |
Revolving credit facility | ||
Line of Credit Facility | ||
Line of credit facility, amount outstanding | 65,323 | 74,008 |
Term loan | ||
Line of Credit Facility | ||
Line of credit facility, amount outstanding | $ 25,000 | $ 0 |
Long-Term Debt (Narrative - Nor
Long-Term Debt (Narrative - North America) (Details) | Apr. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2018USD ($) | Nov. 07, 2016USD ($) |
Revolving credit facility | ||||
Line of Credit Facility | ||||
Line of credit facility, amount outstanding | $ 65,323,000 | $ 74,008,000 | ||
Term loan | ||||
Line of Credit Facility | ||||
Line of credit facility, amount outstanding | 25,000,000 | $ 0 | ||
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company | ||||
Line of Credit Facility | ||||
Line of credit facility, maximum borrowing capacity | $ 195,000,000 | |||
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company | Revolving credit facility | ||||
Line of Credit Facility | ||||
Line of credit facility, maximum borrowing capacity | $ 140,000,000 | |||
Potential increase to borrowing capacity | $ 50,000,000 | |||
Line of credit facility, current borrowing capacity | 73,841,000 | |||
Debt instrument term | 5 years | |||
Maximum growth leverage ratio | 3.25 | |||
Maximum growth leverage ratio during acquisition period | 3.50 | |||
Minimum consolidated fixed charge coverage ratio | 1.25 | |||
Minimum working capital to revolving facility usage ratio | 1.40 | |||
Liquidity covenant | $ 25,000,000 | |||
Acquisition consideration threshold, per acquisition | 50,000,000 | |||
Aggregate acquisition threshold for four consecutive periods where acquisitions occurred | 50,000,000 | |||
Aggregate acquisition consideration threshold | 100,000,000 | |||
Line of credit facility, amount outstanding | $ 836,000 | |||
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company | Revolving credit facility | Foreign Sublimit | ||||
Line of Credit Facility | ||||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 | |||
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company | Revolving credit facility | Euro-rate | ||||
Line of Credit Facility | ||||
Debt instrument, basis spread on variable rate | 1.00% | |||
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company | Revolving credit facility | Euro-rate | Minimum | ||||
Line of Credit Facility | ||||
Debt instrument, basis spread on variable rate | 1.25% | |||
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company | Revolving credit facility | Euro-rate | Maximum | ||||
Line of Credit Facility | ||||
Debt instrument, basis spread on variable rate | 2.25% | |||
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company | Revolving credit facility | Base Rate | Minimum | ||||
Line of Credit Facility | ||||
Debt instrument, basis spread on variable rate | 0.25% | |||
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company | Revolving credit facility | Base Rate | Maximum | ||||
Line of Credit Facility | ||||
Debt instrument, basis spread on variable rate | 1.25% | |||
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company | Revolving credit facility | Overnight Bank Funding Rate | ||||
Line of Credit Facility | ||||
Debt instrument, basis spread on variable rate | 0.50% | |||
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company | Term loan | Term Loan | ||||
Line of Credit Facility | ||||
Line of credit facility, current borrowing capacity | $ 25,000,000 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - Swap - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||||
Derivative, notional amount | $ 50,000 | $ 50,000 | ||
Interest income | $ 56 | $ 1 | $ 121 | |
Interest expense | $ 34 |
Fair Value Measurements (Schedu
Fair Value Measurements (Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis) (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Term deposits | $ 16 | $ 16 |
Interest rate swaps | 0 | 675 |
Total assets | 16 | 691 |
Interest rate swaps | 506 | 0 |
Total liabilities | 506 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Term deposits | 16 | 16 |
Interest rate swaps | 0 | 0 |
Total assets | 16 | 16 |
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 | 0 | 675 |
Total assets | 0 | 675 |
Interest rate swaps | 506 | 0 |
Total liabilities | 506 | 0 |
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 |
Earning Per Common Share (Sched
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 | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Numerator for basic and diluted earnings per common share: | ||||
Net income | $ 9,564 | $ 5,434 | $ 13,254 | $ 3,576 |
Denominator: | ||||
Weighted average shares outstanding (shares) | 10,420 | 10,365 | 10,399 | 10,358 |
Denominator for basic earnings per common share (shares) | 10,420 | 10,365 | 10,399 | 10,358 |
Effect of dilutive securities: | ||||
Other stock compensation plans (shares) | 222 | 119 | 199 | 119 |
Dilutive potential common shares (shares) | 222 | 119 | 199 | 119 |
Denominator for diluted earnings (loss) per common share - adjusted weighted average shares outstanding (shares) | 10,642 | 10,484 | 10,598 | 10,477 |
Basic earnings per common share (usd per share) | $ 0.92 | $ 0.52 | $ 1.27 | $ 0.35 |
Diluted earnings per common share (usd per share) | $ 0.90 | $ 0.52 | $ 1.25 | $ 0.34 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) $ in Thousands | May 29, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award | ||||||
Stock-based compensation | $ 1,179 | $ 822 | $ 2,034 | $ 1,904 | ||
Expected cost on shares expected to vest | $ 6,293 | $ 6,293 | $ 6,293 | |||
Recognition period for compensation expense not yet recognized | 3 years 9 months 18 days | |||||
Restricted Stock | Vesting Period 2 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||
Vesting period | 3 years | |||||
Restricted Stock | Vesting Period 2 | 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 | ||||||
Vesting period | 3 years |
Stock-Based Compensation (Restr
Stock-Based Compensation (Restricted Stock and Performance Share Units) (Details) | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | |
Weighted average share price, beginning balance (usd per share) | $ / shares | $ 18.61 |
Weighted average shares granted (usd per share) | $ / shares | 18.63 |
Weighted average shares vested (usd per share) | $ / shares | 19.50 |
Weighted average shares adjustment for incentive awards expected to vest (usd per share) | $ / shares | 9.90 |
Weighted average share price, ending balance (usd per share) | $ / shares | $ 18.61 |
Restricted Stock | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares | |
Nonvested Shares, Outstanding, Beginning Balance (shares) | 191,825 |
Granted (shares) | 62,125 |
Vested (shares) | (86,851) |
Adjustment for incentive awards expected to vest (shares) | 0 |
Nonvested Shares, Outstanding, Ending Balance (shares) | 167,099 |
Deferred Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares | |
Nonvested Shares, Outstanding, Beginning Balance (shares) | 41,774 |
Granted (shares) | 12,304 |
Nonvested Shares, Outstanding, Ending Balance (shares) | 54,078 |
Performance Share Units | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares | |
Nonvested Shares, Outstanding, Beginning Balance (shares) | 300,373 |
Granted (shares) | 89,092 |
Adjustment for incentive awards expected to vest (shares) | (6,667) |
Nonvested Shares, Outstanding, Ending Balance (shares) | 382,798 |
Retirement Plans (Narrative) (D
Retirement Plans (Narrative) (Details) - Pension Plan $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($)plan | |
Defined Benefit Plan Disclosure | |
Defined contribution plan number | 6 |
United States | |
Defined Benefit Plan Disclosure | |
Number of retirement plans | 3 |
Defined Benefit Plan Number | 1 |
Defined contribution plan number | 2 |
Defined benefit plans, estimated future employer contributions in current fiscal year | $ | $ 550 |
Canada | |
Defined Benefit Plan Disclosure | |
Defined contribution plan number | 2 |
United Kingdom | |
Defined Benefit Plan Disclosure | |
Defined contribution plan number | 2 |
Defined benefit plans, estimated future employer contributions in current fiscal year | $ | $ 249 |
Defined benefit plan, contributions by employer | $ | $ 127 |
Retirement Plans (Schedule Of N
Retirement Plans (Schedule Of Net Benefit Costs) (Details) - Pension Plan - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
United States | ||||
Defined Benefit Plan Disclosure | ||||
Interest cost | $ 162 | $ 155 | $ 324 | $ 311 |
Expected return on plan assets | (180) | (213) | (360) | (427) |
Recognized net actuarial loss | 31 | 24 | 63 | 48 |
Net periodic pension cost | 13 | (34) | 27 | (68) |
United Kingdom | ||||
Defined Benefit Plan Disclosure | ||||
Interest cost | 54 | 52 | 108 | 104 |
Expected return on plan assets | (61) | (71) | (122) | (142) |
Amortization of prior service costs and transition amount | 11 | 5 | 22 | 10 |
Recognized net actuarial loss | 53 | 49 | 106 | 98 |
Net periodic pension cost | $ 57 | $ 35 | $ 114 | $ 70 |
Retirement Plans (Schedule of C
Retirement Plans (Schedule of Costs of Retirement Plans) (Details) - Pension Plan - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Defined Contribution Plan Disclosure | ||||
Expenses associated with contributions made | $ 832 | $ 902 | $ 1,527 | $ 1,596 |
United States | ||||
Defined Contribution Plan Disclosure | ||||
Expenses associated with contributions made | 680 | 770 | 1,230 | 1,314 |
Canada | ||||
Defined Contribution Plan Disclosure | ||||
Expenses associated with contributions made | 34 | 34 | 72 | 68 |
United Kingdom | ||||
Defined Contribution Plan Disclosure | ||||
Expenses associated with contributions made | $ 118 | $ 98 | $ 225 | $ 214 |
Commitments and Contingent Li_3
Commitments and Contingent Liabilities (Narrative) (Details) - USD ($) $ in Thousands | Mar. 13, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Product Liability Contingency | |||
Litigation settlement amount | $ 46,000 | ||
Present value of remedial work | 1,100,000 | ||
Undiscovered remedial work | 1,700,000 | ||
Accrual for environmental loss | 6,078 | $ 6,128 | |
Uprr | |||
Product Liability Contingency | |||
Annual commitment amount | 8,000 | ||
Uprr | |||
Product Liability Contingency | |||
Litigation settlement amount | $ 50,000 | ||
Litigation settlement amount, current | 2,000 | ||
Litigation settlement amount, non-current | $ 48,000 | ||
Payment period (years) | 6 years |
Commitments and Contingent Li_4
Commitments and Contingent Liabilities (Schedule of Product Warranty Liability) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Movement in Standard Product Warranty Accrual | |
Beginning balance | $ 2,057 |
Additions to warranty liability | 349 |
Warranty liability utilized | (728) |
Ending balance | $ 1,678 |
Commitments and Contingent Li_5
Commitments and Contingent Liabilities (Future Payments) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2019 | $ 6,000 |
2020 | 8,000 |
2021 | 8,000 |
2022 | 8,000 |
2023 | 8,000 |
2024 | 8,000 |
Total | $ 46,000 |
Commitments and Contingent Li_6
Commitments and Contingent Liabilities (Environmental Loss Contingencies) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Accrual for Environmental Loss Contingencies | |
Environmental liability, beginning balance | $ 6,128 |
Additions to environmental obligations | 3 |
Environmental obligations utilized | (53) |
Environmental liability, ending balance | $ 6,078 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 1,685 | $ 728 | $ 2,323 | $ 1,253 |
Pre-tax income | $ 11,249 | $ 6,162 | $ 15,577 | $ 4,829 |
Effective income tax rate (percent) | 15.00% | 11.80% | 14.90% | 25.90% |
Uncategorized Items - fstr-2019
Label | Element | Value |
Accounting Standards Update 2016-06 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (305,000) |
Accounting Standards Update 2016-06 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (305,000) |
Accounting Standards Update 2018-02 [Member] | AOCI Attributable to Parent [Member] | ||
Tax Cuts And Jobs Act Of 2017 Reclassification From Aoci To Retained Earnings Tax Effect | fstr_TaxCutsAndJobsActOf2017ReclassificationFromAociToRetainedEarningsTaxEffect | (633,000) |
Accounting Standards Update 2018-02 [Member] | Retained Earnings [Member] | ||
Tax Cuts And Jobs Act Of 2017 Reclassification From Aoci To Retained Earnings Tax Effect | fstr_TaxCutsAndJobsActOf2017ReclassificationFromAociToRetainedEarningsTaxEffect | $ 633,000 |