Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Jul. 31, 2017 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | FOSTER L B CO | |
Entity Central Index Key | 352,825 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 10,342,346 | |
Trading Symbol | fstr |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 35,457 | $ 30,363 |
Accounts receivable - net | 77,041 | 66,632 |
Inventories - net | 84,588 | 83,243 |
Prepaid income tax | 1,150 | 14,166 |
Other current assets | 6,648 | 5,200 |
Total current assets | 204,884 | 199,604 |
Property, plant, and equipment - net | 101,553 | 103,973 |
Other assets: | ||
Goodwill | 19,431 | 18,932 |
Other intangibles - net | 60,611 | 63,519 |
Investments | 3,976 | 4,031 |
Other assets | 2,555 | 2,964 |
Total assets | 393,010 | 393,023 |
Current liabilities: | ||
Accounts payable | 57,161 | 37,744 |
Deferred revenue | 5,830 | 7,597 |
Accrued payroll and employee benefits | 8,444 | 7,497 |
Accrued warranty | 9,168 | 10,154 |
Current maturities of long-term debt | 10,051 | 10,386 |
Other accrued liabilities | 8,823 | 8,953 |
Total current liabilities | 99,477 | 82,331 |
Long-term debt | 127,933 | 149,179 |
Deferred tax liabilities | 11,187 | 11,371 |
Other long-term liabilities | 16,911 | 16,891 |
Stockholders' equity: | ||
Common stock, par value $0.01, authorized 20,000,000 shares; shares issued at June 30, 2017 and December 31, 2016, 11,115,779; shares outstanding at June 30, 2017 and December 31, 2016, 10,342,346 and 10,312,625, respectively | 111 | 111 |
Paid-in capital | 43,952 | 44,098 |
Retained earnings | 134,270 | 133,667 |
Treasury stock - at cost, common stock, shares at June 30, 2017 and December 31, 2016, 773,433 and 803,154, respectively | (18,678) | (19,336) |
Accumulated other comprehensive loss | (22,153) | (25,289) |
Total stockholders' equity | 137,502 | 133,251 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 393,010 | $ 393,023 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (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) | 10,342,346 | 10,312,625 |
Treasury stock shares - at cost, common stock (shares) | 773,433 | 803,154 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
Sales of goods | $ 117,727 | $ 118,070 | $ 215,356 | $ 225,985 |
Sales of services | 27,133 | 17,924 | 48,206 | 36,319 |
Total net sales | 144,860 | 135,994 | 263,562 | 262,304 |
Cost of goods sold | 94,291 | 92,638 | 173,692 | 179,031 |
Cost of services sold | 22,833 | 15,543 | 40,882 | 31,500 |
Total cost of sales | 117,124 | 108,181 | 214,574 | 210,531 |
Gross profit | 27,736 | 27,813 | 48,988 | 51,773 |
Selling and administrative expenses | 20,578 | 23,317 | 39,805 | 46,134 |
Amortization expense | 1,695 | 2,789 | 3,454 | 6,055 |
Asset impairments | 0 | 128,938 | 0 | 128,938 |
Interest expense | 2,181 | 1,652 | 4,289 | 2,822 |
Interest income | (54) | (52) | (110) | (107) |
Equity in (income) loss of nonconsolidated investments | (145) | 487 | 55 | 683 |
Other (income) expense | (18) | 107 | (13) | 822 |
Total operating expenses | 24,237 | 157,238 | 47,480 | 185,347 |
Income (loss) before income taxes | 3,499 | (129,425) | 1,508 | (133,574) |
Income tax expense (benefit) | 475 | (37,429) | 906 | (38,746) |
Net income (loss) | $ 3,024 | $ (91,996) | $ 602 | $ (94,828) |
Basic earnings (loss) per common share (usd per share) | $ 0.29 | $ (8.96) | $ 0.06 | $ (9.25) |
Diluted earnings (loss) per common share (usd per share) | 0.29 | (8.96) | 0.06 | (9.25) |
Dividends paid per common share (usd per share) | $ 0 | $ 0.04 | $ 0 | $ 0.08 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||
Statement of Comprehensive Income [Abstract] | |||||
Net income (loss) | $ 3,024 | $ (91,996) | $ 602 | $ (94,828) | |
Other comprehensive income (loss), net of tax: | |||||
Foreign currency translation adjustment | 2,228 | (2,660) | 3,116 | (2,007) | |
Unrealized loss on cash flow hedges, net of tax benefit of $0, $291 and $0, $903 | (202) | (455) | (201) | (1,423) | |
Reclassification of pension liability adjustments to earnings, net of tax expense of $0, $38 and $0, $77 | [1] | 112 | 74 | 221 | 150 |
Other comprehensive income (loss) | 2,138 | (3,041) | 3,136 | (3,280) | |
Comprehensive income (loss) | $ 5,162 | $ (95,037) | $ 3,738 | $ (98,108) | |
[1] | Reclassifications out of accumulated other comprehensive loss for pension obligations are charged to selling and administrative expense. |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Unrealized loss on cash flow hedges, tax benefit | $ 0 | $ 291 | $ 0 | $ 903 |
Reclassification of pension liability adjustments to earnings, tax | $ 0 | $ 38 | $ 0 | $ 77 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 602 | $ (94,828) |
Adjustments to reconcile net income (loss) to cash provided by operating activities: | ||
Deferred income taxes | (432) | (38,475) |
Depreciation | 6,527 | 7,325 |
Amortization | 3,454 | 6,055 |
Asset impairments | 0 | 128,938 |
Equity loss of nonconsolidated investments | 55 | 683 |
Loss on sales and disposals of property, plant, and equipment | 122 | 240 |
Stock-based compensation | 725 | 555 |
Income tax deficiency from stock-based compensation | 0 | 124 |
Change in operating assets and liabilities | ||
Accounts receivable | (9,951) | (2,755) |
Inventories | (487) | (231) |
Other current assets | (1,439) | (959) |
Prepaid income tax | 12,867 | (4,262) |
Other noncurrent assets | 474 | (60) |
Dividends from LB Pipe & Coupling Products, LLC | 19,534 | 3,784 |
Accounts payable | (1,839) | 2,412 |
Deferred revenue | 878 | (2,658) |
Accrued payroll and employee benefits | (1,167) | 812 |
Other current liabilities | (2) | (145) |
Net cash provided by operating activities | 29,921 | 6,555 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from the sale of property, plant, and equipment | 143 | 768 |
Capital expenditures on property, plant, and equipment | (4,597) | (5,070) |
Loans and capital contributions to equity method investment | 0 | (575) |
Net cash used by investing activities | (4,454) | (4,877) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayments of debt | (82,553) | (68,174) |
Proceeds from debt | 60,972 | 67,789 |
Financing fees | 0 | (712) |
Treasury stock acquisitions | (97) | (265) |
Cash dividends on common stock paid to shareholders | 0 | (829) |
Income tax deficiency from stock-based compensation | 0 | (124) |
Net cash used by financing activities | (21,678) | (2,315) |
Effect of exchange rate changes on cash and cash equivalents | 1,305 | 130 |
Net increase (decrease) in cash and cash equivalents | 5,094 | (507) |
Cash and cash equivalents at beginning of period | 30,363 | 33,312 |
Cash and cash equivalents at end of period | 35,457 | 32,805 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 3,896 | 2,211 |
Income taxes (received) paid, net | $ (11,480) | $ 3,987 |
Financial Statements
Financial Statements | 6 Months Ended |
Jun. 30, 2017 | |
Quarterly Financial Data [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 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 U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all estimates and adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation 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, 2017 . The year-end Condensed Consolidated Balance Sheet as of December 31, 2016 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, 2016 . 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 May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”), which supersedes the revenue recognition requirements in Accounting Standards Codification 605, “Revenue Recognition” (“ASC 605”). ASU 2014-09 is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. It also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue, cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. The Company continues our detailed evaluation of contracts and sales orders with customers and assess the impact that this standard will have on the Company’s results of operations, cash flows, and financial position as well as the impact to internal controls over financial reporting. The Company will adopt this standard January 1, 2018 and anticipates using the modified retrospective approach at adoption as it relates to ASU 2014-09. 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 will result in most leases being capitalized as a right of use asset with a related liability on our balance sheets. 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 is in the process of analyzing the impact of ASU 2016-02 on our financial position. The Company has a significant number of operating leases, and, as a result, expects this guidance to have a material impact on its Condensed Consolidated Balance Sheet. The Company does not anticipate early adoption as it relates to ASU 2016-02. In October 2016, the FASB issued ASU 2016-16, “Income Taxes – Intra-Entity Transfers of Assets Other Than Inventory (Topic 740),” (“ASU 2016-16”) which will require an entity to recognize the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. The ASU is effective on January 1, 2018 with early adoption permitted. The Company continues to evaluate the impact this standard will have on the Company’s financial statements and will not elect early adoption of ASU 2016-16. In March 2017, the FASB issued ASU 2017-07, “Compensation – Retirement Benefits (Topic 715),” (“ASU 2017-07”) which improves the presentation of net periodic pension cost and net periodic postretirement benefit cost. The guidance requires that the entity report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period, and report the other components of net periodic pension cost and net periodic postretirement benefit cost in the income statement separately from the service cost component and outside a subtotal of income from operations. Of the components of net periodic benefit cost, only the service cost component will be eligible for asset capitalization. The new standard will be effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. The Company is evaluating its implementation approach and assessing the impact of ASU 2017-07 on the presentation of operations. |
Business Segments
Business Segments | 6 Months Ended |
Jun. 30, 2017 | |
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 evaluated by product group, which is the basis for identifying reportable segments. Each segment represents a revenue-producing component of the Company for which separate financial information is produced internally that is subject to evaluation by the Company’s chief operating decision maker in deciding how to allocate resources. Each segment is evaluated based upon its segment profit contribution to the Company’s consolidated results. The following table illustrates revenues and profits (losses) from operations of the Company by segment for the periods indicated: Three Months Ended Six Months Ended Net Sales Segment Profit (Loss) Net Sales Segment Profit (Loss) Rail Products and Services $ 69,347 $ 3,977 $ 125,827 $ 5,466 Construction Products 45,465 4,551 82,787 5,770 Tubular and Energy Services 30,048 (17 ) 54,948 (525 ) Total $ 144,860 $ 8,511 $ 263,562 $ 10,711 Three Months Ended Six Months Ended Net Sales Segment Profit (Loss) Net Sales Segment Profit (Loss) Rail Products and Services $ 67,503 $ (25,168 ) $ 131,795 $ (24,427 ) Construction Products 40,348 3,944 72,228 4,392 Tubular and Energy Services 28,143 (102,983 ) 58,281 (104,910 ) Total $ 135,994 $ (124,207 ) $ 262,304 $ (124,945 ) Segment profit (loss) from operations, as shown above, include internal cost of capital charges for assets used in the segment at a rate of generally 1% per month. There has been no change in the measurement of segment profit (loss) from operations since December 31, 2016 . The internal cost of capital charges are eliminated during the consolidation process. The following table provides a reconciliation of reportable segment net profit (loss) from operations to the Company’s consolidated total: Three Months Ended Six Months Ended 2017 2016 2017 2016 Profit (loss) for reportable segments $ 8,511 $ (124,207 ) $ 10,711 $ (124,945 ) Interest expense (2,181 ) (1,652 ) (4,289 ) (2,822 ) Interest income 54 52 110 107 Other income (expense) 18 (107 ) 13 (822 ) LIFO (expense) income (192 ) 452 (181 ) 525 Equity in income (loss) of nonconsolidated investments 145 (487 ) (55 ) (683 ) Corporate expense, cost of capital elimination, and other unallocated charges (2,856 ) (3,476 ) (4,801 ) (4,934 ) Income (loss) before income taxes $ 3,499 $ (129,425 ) $ 1,508 $ (133,574 ) The following table illustrates assets of the Company by segment: June 30, December 31, Rail Products and Services $ 186,588 $ 174,049 Construction Products 81,953 81,074 Tubular and Energy Services 99,076 100,006 Unallocated corporate assets 25,393 37,894 Total $ 393,010 $ 393,023 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2017 | |
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 at December 31, 2016 $ 13,785 $ 5,147 $ — $ 18,932 Foreign currency translation impact 499 — — 499 Balance at June 30, 2017 $ 14,284 $ 5,147 $ — $ 19,431 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 goodwill impairment test was required in connection with these evaluations for the six months ended June 30, 2017 . The Company continues to monitor the recoverability of the long-lived assets associated with certain reporting units of the Company and the long-term financial projections of the businesses. Sustained declines in the markets we serve may result in future long-lived asset impairment. The following table represents the gross other intangible assets balance by reportable segment: June 30, December 31, Rail Products and Services $ 57,139 $ 56,476 Construction Products 1,348 1,348 Tubular and Energy Services 29,179 29,179 $ 87,666 $ 87,003 The components of the Company’s intangible assets are as follows: June 30, 2017 Weighted Average Gross Accumulated Net Non-compete agreements 5 $ 4,215 $ (2,639 ) $ 1,576 Patents 10 377 (150 ) 227 Customer relationships 18 37,329 (7,872 ) 29,457 Trademarks and trade names 14 10,057 (3,664 ) 6,393 Technology 14 35,688 (12,730 ) 22,958 $ 87,666 $ (27,055 ) $ 60,611 December 31, 2016 Weighted Average Gross Accumulated Net Non-compete agreements 5 $ 4,219 $ (2,217 ) $ 2,002 Patents 10 373 (143 ) 230 Customer relationships 18 36,843 (6,582 ) 30,261 Trademarks and trade names 14 10,018 (3,238 ) 6,780 Technology 14 35,550 (11,304 ) 24,246 $ 87,003 $ (23,484 ) $ 63,519 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 at June 30, 2017 . Amortization expense for the three months ended June 30, 2017 and 2016 was $1,695 and $2,789 , respectively. Amortization expense for the six months ended June 30, 2017 and 2016 was $3,454 and $6,055 , respectively. Estimated amortization expense for the remainder of 2017 and thereafter is as follows: Amortization Expense 2017 $ 3,543 2018 6,982 2019 6,261 2020 5,941 2021 5,921 2022 and thereafter 31,963 $ 60,611 |
Accounts Receivable
Accounts Receivable | 6 Months Ended |
Jun. 30, 2017 | |
Accounts Receivable Additional Disclosures [Abstract] | |
Accounts Receivable | ACCOUNTS RECEIVABLE Credit 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 at June 30, 2017 and December 31, 2016 have been reduced by an allowance for doubtful accounts of $1,927 and $1,417 , respectively. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES Inventories at June 30, 2017 and December 31, 2016 are summarized in the following table: June 30, December 31, Finished goods $ 45,144 $ 46,673 Work-in-process 23,592 21,716 Raw materials 19,211 18,032 Total inventories at current costs 87,947 86,421 Less: LIFO reserve (3,359 ) (3,178 ) $ 84,588 $ 83,243 Inventory is generally valued at the lower of last-in, first-out (“LIFO”) cost or market. Other inventories of the Company are valued at average cost or net realizable value, whichever is lower. An actual valuation of inventory under the LIFO method is made at the end of each year based on the inventory levels and costs at that time. Interim LIFO calculations are based on management’s estimates of expected year-end levels and costs. |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | PROPERTY, PLANT, AND EQUIPMENT Property, plant, and equipment at June 30, 2017 and December 31, 2016 consist of the following: June 30, December 31, Land $ 14,851 $ 14,826 Improvements to land and leaseholds 17,404 17,408 Buildings 34,209 33,910 Machinery and equipment, including equipment under capitalized leases 121,975 118,060 Construction in progress 1,001 1,291 189,440 185,495 Less accumulated depreciation and amortization, including accumulated amortization of capitalized leases 87,887 81,522 $ 101,553 $ 103,973 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 asset impairments of property, plant, and equipment during the six months ended June 30, 2017 . Depreciation expense for the three-month periods ended June 30, 2017 and 2016 was $3,245 and $3,598 , respectively. For the six-month periods ended June 30, 2017 and 2016 , depreciation expense was $6,527 and $7,325 , respectively. |
Investments
Investments | 6 Months Ended |
Jun. 30, 2017 | |
Investments [Abstract] | |
Investments | INVESTMENTS The Company is a member of a joint venture, LB Pipe & Coupling Products, LLC (“LB Pipe JV”), in which it maintains a 45% ownership interest. LB Pipe JV manufactures, markets, and sells various precision coupling products for the energy, utility, and construction markets and is scheduled to terminate on June 30, 2019. Under applicable guidance for variable interest entities in ASC 810, “Consolidation,” the Company determined that LB Pipe JV is a variable interest entity. The Company concluded that it is not the primary beneficiary of the variable interest entity, as the Company does not have a controlling financial interest and does not have the power to direct the activities that most significantly impact the economic performance of LB Pipe JV. Accordingly, the Company concluded that the equity method of accounting remains appropriate. At June 30, 2017 and December 31, 2016 , the Company had a nonconsolidated equity method investment of $3,853 and $3,902 , respectively, in LB Pipe JV and other equity investments totaling $123 and $129 , respectively. The Company recorded equity in the income of LB Pipe JV of $150 and loss of $476 for the three months ended June 30, 2017 and 2016 , respectively. For the six months ended June 30, 2017 and 2016 , the Company recorded equity in the loss of LB Pipe JV of $48 and $725 , respectively. During 2016 , the Company and the other 45% member each executed a revolving line of credit with LB Pipe JV with an available limit of $1,350 . The Company and the other 45% member each loaned $1,235 to LB Pipe JV in an effort to maintain compliance with LB Pipe JV’s debt covenants with an unaffiliated bank. The Company’s loan with LB Pipe JV matures on December 15, 2017. The Company’s exposure to loss results from its capital contributions and loans, net of the Company’s share of LB Pipe JV’s income or loss, and its net investment in the direct financing lease covering the facility used by LB Pipe JV for its operations, which is described below. The carrying amounts with the Company’s maximum exposure to loss at June 30, 2017 and December 31, 2016 , respectively, are as follows: June 30, December 31, LB Pipe JV equity method investment $ 3,853 $ 3,902 Revolving line of credit 1,235 1,235 Net investment in direct financing lease 806 871 $ 5,894 $ 6,008 The Company is leasing five acres of land and two facilities to LB Pipe JV through June 30, 2019, with a 5.5 year renewal period. The current monthly lease payments approximate $17 , with a balloon payment of approximately $488 , which is required to be paid either at the termination of the lease, allocated over the renewal period, or during the initial term of the lease. This lease qualifies as a direct financing lease under the applicable guidance in ASC 840-30, “Leases.” The following is a schedule of the direct financing minimum lease payments for the remainder of 2017 and the years 2018 and thereafter: Minimum Lease Payments 2017 $ 71 2018 150 2019 585 $ 806 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | LONG-TERM DEBT United States Long-term debt consists of the following: June 30, December 31, Revolving credit facility $ 120,617 $ 127,073 Term loan 15,439 30,000 Capital leases and financing agreements 1,928 2,492 Total 137,984 159,565 Less current maturities 10,051 10,386 Long-term portion $ 127,933 $ 149,179 On November 7, 2016, the Company, its domestic subsidiaries, and certain of its Canadian subsidiaries entered into the Second Amendment (the “Second Amendment”) to the Second Amended and Restated Credit Agreement dated March 13, 2015 and as amended by the First Amendment dated June 29, 2016 (the “Amended and Restated Credit Agreement”), with PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company. This Second Amendment modifies the Amended and Restated Credit Agreement, which had a maximum revolving credit line of $275,000 . The Second Amendment reduces the permitted revolving credit borrowings to $195,000 and provides for additional term loan borrowing of $30,000 (the “Term Loan”). The Term Loan will be subject to quarterly straight line amortization until fully paid off upon the final payment on January 1, 2020 . Furthermore, certain matters, including excess cash flow, asset sales, and equity issuances, trigger mandatory prepayments to the Term Loan. Term Loan borrowings will not be available to draw upon once they have been repaid. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Second Amendment or Amended and Restated Credit Agreement, as applicable. The Second Amendment further provides for modifications to the financial covenants as defined in the Amended and Restated Credit Agreement. The Second Amendment calls for the elimination of the Maximum Leverage Ratio covenant through the quarter ended June 30, 2018. After that period, the Maximum Gross Leverage Ratio covenant will be reinstated to require a maximum ratio of 4.25 Consolidated Indebtedness to 1.00 Gross Leverage for the quarter ended September 30, 2018, and 3.75 to 1.00 for all periods thereafter until the maturity date of the credit facility. The Second Amendment also includes a Minimum Last Twelve Months EBITDA covenant (“Minimum EBITDA”). For the quarter ending December 31, 2016 through the quarter ending June 30, 2017, the Minimum EBITDA must be at least $18,500 . For each quarter thereafter, through the quarter ended June 30, 2018, the Minimum EBITDA requirement will increase by various increments. At June 30, 2018, the Minimum EBITDA requirement will be $31,000 . After the quarter ended June 30, 2018, the Minimum EBITDA covenant will be eliminated through the maturity of the Amended and Restated Credit Agreement. The Second Amendment also includes a Minimum Fixed Charge Coverage Ratio covenant. The covenant represents the ratio of the Company’s fixed charges to the last twelve months of EBITDA, and is required to be a minimum of 1.00 to 1.00 through the quarter ended December 31, 2017 and 1.25 to 1.00 for each quarter thereafter through the maturity of the credit facility. The final financial covenant included in the Second Amendment is a Minimum Liquidity covenant which calls for a minimum of $25,000 in undrawn availability on the revolving credit loan at all times through the quarter ended June 30, 2018. The Second Amendment includes several changes to certain non-financial covenants as defined in the Amended and Restated Credit Agreement. Through the maturity date of the loan, the Company is now prohibited from making any future acquisitions. The limitation on permitted annual distributions of dividends or redemptions of the Company’s stock has been decreased from $4,000 to $1,700 . The aggregate limitation on loans to and investments in non-loan parties was decreased from $10,000 to $5,000 . Furthermore, the limitation on asset sales has been decreased from $25,000 annually with a carryover of up to $15,000 from the prior year to $25,000 in the aggregate through the maturity date of the credit facility. At June 30, 2017 , L.B. Foster was in compliance with the Second Amendment’s covenants. The Second Amendment provides for the elimination of the three lowest tiers of the pricing grid that had previously been defined in the First Amendment. Upon execution of the Second Amendment through the quarter ended March 31, 2018, the Company will be locked into the highest tier of the pricing grid, which provides for pricing of the prime rate plus 225 basis points on base rate loans and the applicable LIBOR rate plus 325 basis points on euro rate loans. For each quarter after March 31, 2018 and through the maturity date of the credit facility, the Company’s position on the pricing grid will be governed by a Minimum Net Leverage ratio, which is the ratio of Consolidated Indebtedness less cash on hand in excess of $15,000 to EBITDA. If, after March 31, 2018, the Minimum Net Leverage ratio positions the Company on the lowest tier of the pricing grid, pricing will be the prime rate plus 150 basis points on base rate loans or the applicable LIBOR rate plus 250 basis points on euro rate loans. At June 30, 2017 , L.B. Foster had outstanding letters of credit of approximately $425 and had net available borrowing capacity of $48,958 . The maturity date of the facility is March 13, 2020. United Kingdom A subsidiary of the Company has a credit facility with NatWest Bank for its United Kingdom operations, which includes an overdraft availability of £1,500 pounds sterling (approximately $1,954 at June 30, 2017 ). This credit facility supports the subsidiary’s working capital requirements and is collateralized by substantially all of the assets of its United Kingdom operations. The interest rate on this facility is the financial institution’s base rate plus 2.50% . Outstanding performance bonds reduce availability under this credit facility. The subsidiary of the Company had no outstanding borrowings under this credit facility at June 30, 2017 . There was approximately $401 in outstanding guarantees (as defined in the underlying agreement) at June 30, 2017 . This credit facility was renewed and amended during the fourth quarter of 2016 with all underlying terms and conditions remaining unchanged as a result of the renewal. It is the Company’s intention to renew this credit facility with NatWest Bank during the annual review within the forth quarter of 2017 . The United Kingdom credit facility contains certain financial covenants that require the subsidiary to maintain senior interest and cash flow coverage ratios. The subsidiary was in compliance with these financial covenants at June 30, 2017 . The subsidiary had available borrowing capacity of $1,553 at June 30, 2017 . |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2017 | |
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. At June 30, 2017 , the interest rate swaps were recorded within other accrued liabilities. Fair Value Measurements at Reporting Date and Using Fair Value Measurements at Reporting Date and Using 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 $ 6,506 $ 6,506 $ — $ — $ 16 $ 16 $ — $ — Total assets $ 6,506 $ 6,506 $ — $ — $ 16 $ 16 $ — $ — Interest rate swaps $ 405 $ — $ 405 $ — $ 334 $ — $ 334 $ — Total liabilities $ 405 $ — $ 405 $ — $ 334 $ — $ 334 $ — The interest rate swaps are accounted for as fair value hedges and substantially offset the changes in fair value of the hedged portion of the underlying debt that are attributable to the changes in market risk. Therefore, the gains and losses related to changes in the fair value of the interest rate swaps are included in interest income or expense, in our Condensed Consolidated Statements of Operations. For the three months ended June 30, 2017 , interest expense from interest rate swaps was $114 . For the six months ended June 30, 2017 , interest expense from interest rate swaps was $204 . |
Earnings Per Common Share
Earnings Per Common Share | 6 Months Ended |
Jun. 30, 2017 | |
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 (loss) per common share for the periods indicated: Three Months Ended Six Months Ended 2017 2016 2017 2016 Numerator for basic and diluted earnings (loss) per common share: Net income (loss) $ 3,024 $ (91,996 ) $ 602 $ (94,828 ) Denominator: Weighted average shares outstanding 10,335 10,263 10,327 10,248 Denominator for basic earnings per common share 10,335 10,263 10,327 10,248 Effect of dilutive securities: Stock compensation plans 148 — 200 — Dilutive potential common shares 148 — 200 — Denominator for diluted earnings per common share - adjusted weighted average shares outstanding and assumed conversions 10,483 10,263 10,527 10,248 Basic earnings (loss) per common share $ 0.29 $ (8.96 ) $ 0.06 $ (9.25 ) Diluted earnings (loss) per common share $ 0.29 $ (8.96 ) $ 0.06 $ (9.25 ) Dividends paid per common share $ — $ 0.04 $ — $ 0.08 There were approximately 47 and 46 anti-dilutive shares during the three- and six-month periods ended June 30, 2016 , respectively, excluded from the above calculation. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2017 | |
Share-based Compensation [Abstract] | |
Share-based Compensation | STOCK-BASED COMPENSATION The Company applies the provisions of FASB 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 period. The Company recorded stock compensation expense of $558 and $807 for the three-month periods ended June 30, 2017 and 2016 , respectively, related to fully-vested stock awards, restricted stock awards, and performance unit awards. Stock compensation expense of $725 and $555 was recorded for the six-month periods ended June 30, 2017 and 2016 , respectively. At June 30, 2017 , unrecognized compensation expense for awards that the Company expects to vest approximated $4,043 . The Company will recognize this expense over the upcoming 3.75 years through March 2021. Shares issued as a result of vested stock-based compensation 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. During the six months ended June 30, 2017 , the Company recognized a tax deficiency of $116 related to stock-based compensation, which was fully offset by a valuation allowance, and $124 for the six months ended June 30, 2016 . Applying the prospective approach to ASU 2016-09, the change in excess income tax deficiency has been included in cash flows from operating activities for the six months ended June 30, 2017 in the Condensed Consolidated Statements of Cash Flows. Restricted Stock Awards and Performance Unit Awards Under the 2006 Omnibus Plan, the Company grants eligible employees restricted stock and performance unit awards. The forfeitable restricted stock awards granted prior to March 2015 generally time-vest after a four -year period, and those granted subsequent to March 2015 generally time-vest ratably over a three -year period, unless indicated otherwise by the underlying restricted stock agreement. Performance unit awards are offered annually under separate three -year long-term incentive programs. Performance units are subject to forfeiture and will be converted into common stock of the Company based upon the Company’s performance relative to performance measures and conversion multiples as defined in the underlying program. If the Company’s estimate of the number of performance stock awards expected to vest changes in a subsequent accounting period, cumulative compensation expense could increase or decrease. The change will be recognized in the current period for the vested shares and would change future expense over the remaining vesting period. During the quarter ended June 30, 2017, the Nomination and Governance Committee and Board of Directors jointly approved the Deferred Compensation Plan for Non-Employee Directors under the 2006 Omnibus Incentive Plan, which permits Non-Employee Directors of the Company to defer receipt of earned compensation for serving on the Board. During the quarter ended March 31, 2017, the Compensation Committee approved the 2017 Performance Share Unit Program and the Executive Annual Incentive Compensation Plan (consisting of cash and equity components). The Compensation Committee also certified the actual performance achievement of participants in the 2014 Performance Share Unit Program. Actual performance resulted in no payout relative to the 2014 Performance Share Unit Program target performance metrics. The following table summarizes the restricted stock award, deferred stock award, and performance unit award activity for the period ended June 30, 2017 : Restricted Deferred Performance Weighted Average Outstanding at December 31, 2016 79,272 — 63,690 $ 21.66 Granted 167,404 20,175 112,208 14.06 Vested (21,808 ) — — 28.08 Adjustment for incentive awards expected to vest — — 3,871 17.86 Cancelled (31,766 ) — (35,274 ) 14.26 Outstanding at June 30, 2017 193,102 20,175 144,495 $ 16.37 |
Retirement Plans
Retirement Plans | 6 Months Ended |
Jun. 30, 2017 | |
Employee-related Liabilities [Abstract] | |
Retirement Plans | RETIREMENT PLANS Retirement Plans The Company has seven retirement plans that cover its hourly and salaried employees in the United States: three defined benefit plans ( one active / two frozen) and four 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 of the applicable plan. The Company’s policy is to contribute at least the minimum in accordance with the funding standards of ERISA. The Company’s subsidiary, L.B. Foster Rail Technologies, Inc. (“Rail Technologies”), maintains two defined contribution plans for its employees in Canada, as well as a post-retirement benefit plan. In the United Kingdom, Rail Technologies maintains two defined contribution plans and a defined benefit plan. United States Defined Benefit Plans Net periodic pension costs for the United States defined benefit pension plans for the three- and six-month periods ended June 30, 2017 and 2016 are as follows: Three Months Ended Six Months Ended 2017 2016 2017 2016 Service cost $ — $ 9 $ — $ 18 Interest cost 171 186 342 372 Expected return on plan assets (178 ) (179 ) (355 ) (358 ) Recognized net actuarial loss 33 69 65 138 Net periodic pension cost $ 26 $ 85 $ 52 $ 170 The Company does not expect to contribute to its United States defined benefit plans in 2017 . United Kingdom Defined Benefit Plans Net periodic pension costs for the United Kingdom defined benefit pension plan for the three- and six-month periods ended June 30, 2017 and 2016 are as follows: Three Months Ended Six Months Ended 2017 2016 2017 2016 Interest cost $ 55 $ 75 $ 110 $ 150 Expected return on plan assets (66 ) (84 ) (132 ) (168 ) Amortization of prior service costs and transition amount 4 5 8 10 Recognized net actuarial loss 71 39 142 78 Net periodic pension cost $ 64 $ 35 $ 128 $ 70 United Kingdom regulations require trustees to adopt a prudent approach to funding required contributions to defined benefit pension plans. Employer contributions of approximately $244 are anticipated to the United Kingdom Rail Technologies pension plan during 2017 . For the six months ended June 30, 2017 , the Company contributed approximately $122 to the plan. Defined Contribution Plans The Company sponsors eight 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 2017 2016 2017 2016 United States $ 410 $ 445 $ 861 $ 1,137 Canada 54 67 113 118 United Kingdom 98 160 213 218 $ 562 $ 672 $ 1,187 $ 1,473 |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 6 Months Ended |
Jun. 30, 2017 | |
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. The product warranty accrual is periodically adjusted 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 at December 31, 2016 $ 10,154 Additions to warranty liability 1,341 Warranty liability utilized (2,327 ) Balance at June 30, 2017 $ 9,168 Included within the above table are concrete tie warranty reserves of approximately $7,584 and $7,574 at June 30, 2017 and December 31, 2016 , respectively. Union Pacific Railroad (UPRR) Concrete Tie Matter On July 12, 2011, UPRR notified (the “UPRR Notice”) the Company and its subsidiary, CXT Incorporated (“CXT”), of a warranty claim under CXT’s 2005 supply contract relating to the sale of pre-stressed concrete railroad ties to UPRR. UPRR asserted that a significant percentage of concrete ties manufactured in 2006 through 2011 at CXT’s Grand Island, NE facility failed to meet contract specifications, had workmanship defects and were cracking and failing prematurely. Of the 3 million ties manufactured between 1998 and 2011 from the Grand Island, NE facility, approximately 1.6 million ties were sold during the period UPRR had claimed nonconformance.The 2005 contract called for each concrete tie which failed to conform to the specifications or had a material defect in workmanship to be replaced with 1.5 new concrete ties, provided, that, within five years of the sale of a concrete tie, UPRR notified CXT of such failure to conform or such defect in workmanship. The UPRR Notice did not specify how many ties manufactured during this period were defective nor the exact nature of the alleged workmanship defect. Following the UPRR Notice, the Company worked with material scientists and pre-stressed concrete experts to test a representative sample of Grand Island, NE concrete ties and assess warranty claims for certain concrete ties made in its Grand Island, NE facility between 1998 and 2011. The Company discontinued manufacturing operations in Grand Island, NE in early 2011. 2012 During 2012 , the Company completed sufficient testing and analysis to further understand this matter. Based upon testing results and expert analysis, the Company believed it discovered conditions, which largely related to the 2006 to 2007 manufacturing period, that can shorten the life of the concrete ties produced during this period. During the fourth quarter of 2012 and first quarter of 2013 , the Company reached agreement with UPRR on several matters including a tie rating process for the Company and UPRR to work together to identify, prioritize, and replace defective ties that meet the criteria for replacement. This process applies to the ties the Company shipped to UPRR from its Grand Island, NE facility from 1998 to 2011 . During most of this period, the Company’s warranty policy for UPRR carried a 5 -year warranty with a 1.5 :1 replacement ratio for any defective ties. In order to accommodate UPRR and other customer concerns, the Company also reverted to a previously used warranty policy providing a 15 -year warranty with a 1 :1 replacement ratio. This change provided an additional 10 years of warranty protection. In the amended 2005 supply agreement, the Company and UPRR also extended the supply of Tucson ties by five years and agreed on a cash payment of $12,000 to UPRR as compensation for concrete ties already replaced by UPRR during the investigation period. During 2012 , as a result of the testing that the Company conducted on concrete ties manufactured at its former Grand Island, NE facility and the developments related to UPRR and other customer matters, the Company recorded pre-tax warranty charges of $22,000 in “Cost of Goods Sold” within its Rail Products and Services segment based on the Company’s estimate of the number of defective concrete ties that will ultimately require replacement during the applicable warranty periods. 2013 Throughout 2013 , at UPRR’s request and under the terms of the amended 2005 supply agreement, the Company provided warranty replacement concrete ties for use across certain UPRR subdivisions. The Company attempted to reconcile the quantity of warranty claims for ties replaced and obtain supporting detail for the ties removed. The Company believes that UPRR did not replace concrete ties in accordance with the amended agreement and has not furnished adequate documentation throughout the replacement process in these subdivisions to support its full warranty claim. Based on the information received by the Company to date, the Company believes that a significant number of ties which UPRR replaced in these subdivisions did not meet the criteria to be covered as warranty replacement ties under the amended 2005 supply agreement. The disagreement related to the 2013 warranty replacement activity includes approximately 170,000 ties where the Company provided detailed documentation supporting our position with reason codes that detail why these ties are not eligible for a warranty claim. In late November 2013 , the Company received notice from UPRR asserting a material breach of the amended 2005 supply agreement. UPRR’s notice asserted that the failure to honor its claims for warranty ties in these subdivisions was a material breach. Following receipt of this notice, the Company provided information to UPRR to refute UPRR’s claim of breach and included the reconciliation of warranty claims supported by substantial findings from the Company’s track observation team, all within the 90 -day cure period. The Company also proposed further discussions to reach agreement on reconciliation for 2013 replacement activities and future replacement activities and a recommended process that will ensure future replacement activities are done with appropriate documentation and per the terms of the amended 2005 supply agreement. 2014 During the first quarter of 2014 , the Company further responded within the 90 -day cure period to UPRR’s claim and presented a reconciliation for the subdivisions at issue. This proposed reconciliation was based on empirical data and visual observation from Company employees that were present during the replacement process for a substantial majority of the concrete ties replaced. The Company spent considerable time documenting facts related to concrete tie condition and track condition to assess whether the ties replaced met the criteria to be eligible for replacement under the terms of the amended 2005 supply agreement. During 2014 , the Company increased its accrual by an additional $8,766 based on revised estimates of ties to be replaced based upon scientific testing and other analysis, adjusted for ties already provided to UPRR. The Company continued to work with UPRR to identify, replace, and reconcile defective ties related to the warranty claim in accordance with the amended 2005 supply agreement. The Company and UPRR met during the third quarter of 2014 to evaluate each other’s position in an effort to work towards agreement on the unreconciled 2013 and 2014 replacement activity as well as the standards and practices to be implemented for future replacement activity and warranty tie replacement. In November and December of 2014 , the Company received additional notices from UPRR asserting that ties manufactured in 2000 were defective and again asserting material breaches of the amended 2005 supply agreement relating to warranty tie replacements as well as certain new ties provided to UPRR being out of specification. At December 31, 2014 , the Company and UPRR had not been able to reconcile the disagreement related to the 2013 and 2014 warranty replacement activity. The disagreement relating to the 2014 warranty replacement activity includes approximately 90,100 ties that the Company believes are not warranty-eligible. 2015 On January 23, 2015, UPRR filed a Complaint and Demand for Jury Trial in the District Court for Douglas County, NE (“Complaint”) against the Company and its subsidiary, CXT, asserting, among other matters, that the Company breached its express warranty, breached an implied covenant of good faith and fair dealing, and anticipatorily repudiated its warranty obligations, and that UPRR’s exclusive and limited remedy provisions in the supply agreement have failed of their essential purpose which entitles UPRR to recover all incidental and consequential damages. The Complaint seeks to cancel all duties of UPRR under the contract, to adjudge the Company as having no remaining rights under the contracts, and to recover damages in an amount to be determined at trial for the value of unfulfilled warranty replacement ties and ties likely to become warranty eligible, for costs of cover for replacement ties, and for various incidental and consequential damages. The amended 2005 supply agreement provides that UPRR’s exclusive remedy is to receive a replacement tie that meets the contract specifications for each tie that failed to meet the contract specifications or otherwise contained a material defect provided that the Company receives written notice of such failure or defect within 15 years after that tie was produced. The amended 2005 supply agreement provides that the Company’s warranty does not apply to ties that (a) have been repaired or altered without the Company’s written consent in such a way as to affect the stability or reliability thereof, (b) have been subject to misuse, negligence, or accident, or (c) have been improperly maintained or used contrary to the specifications for which such ties were produced. The amended 2005 supply agreement also continues to provide that the Company’s warranty is in lieu of all other express or implied warranties and that neither party shall be subject to or liable for any incidental or consequential damages to the other party. The dispute is largely based on (1) claims submitted that the Company believes are for ties claimed for warranty replacement that are inaccurately under concrete tie rating guidelines and procedures agreed to in 2012 and incorporated by amendment to the 2005 supply agreement rated and are not the responsibility of the Company and claims that do not meet the criteria of a warranty replacement and (2) UPRR’s assertion, which the Company vigorously disputes, that UPRR in future years will be entitled to warranty replacement ties for virtually all of the Grand Island ties. Many thousands of Grand Island ties have been performing in track for over ten years. In addition, a significant amount of Grand Island ties were rated by both parties in the excellent category of the rating system. In June 2015, UPRR delivered an additional notice alleging deficiencies in certain ties produced in the Company’s Tucson and Spokane locations and other claimed material breaches which the Company contends are unfounded. The Company again responded to UPRR that it was not in material breach of the amended 2005 supply agreement relating to warranty tie replacements and that the ties in question complied with the specifications provided by UPRR. On June 16 and 17, 2015, UPRR issued formal notice of the termination of the concrete tie supply agreement as well as the termination of the lease agreement at the Tucson, AZ production facility and rejection and revocation of its prior acceptance of certain ties manufactured at the Company’s Spokane, WA production facility. Since that time, UPRR has discontinued submitting purchase orders to the Company for shipment of warranty replacement ties. On May 29, 2015, the Company and CXT filed an Answer, Affirmative Defenses and Counterclaims in response to the Complaint, denying liability to UPRR. As a result of UPRR’s subsequent June 16-17, 2015 actions and certain related conduct, the Company on October 5, 2015 amended the pending Answer, Affirmative Defenses and Counterclaims to add, among other things, assertions that UPRR’s conduct in question was wrongful and unjustified and constituted additional grounds for the affirmative defenses to UPRR’s claims and also for the Company’s counterclaims. 2016 By Scheduling Order dated June 29, 2016, an August 31, 2017 deadline for the completion of fact discovery was established with trial to proceed at some future date after October 30, 2017, and UPRR filed an amended notice of trial to commence on October 30, 2017. 2017 By Second Amended Scheduling Order dated February 22, 2017, a March 31, 2018 deadline for completion of discovery has been established with trial to proceed at some future date after June 1, 2018. During the first six months ended June 30, 2017 , the parties continued to conduct discovery, with various disputes that required and will likely require court resolution. The Company intends to continue to engage in discussions in an effort to resolve the UPRR matter. However, we cannot predict that such discussions will be successful, or that the results of the litigation with UPRR, or any settlement or judgment amounts, will reasonably approximate our estimated accruals for loss contingencies. Future potential costs pertaining to UPRR’s claims and the outcome of the UPRR litigation could result in a material adverse effect on our results of operations, financial condition, and cash flows. As a result of the preliminary status of the litigation and the uncertainty of any potential judgment, an estimate of any additional loss, or a range of additional loss, associated with this litigation cannot be made based upon currently available information. 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 regarding the Portland Harbor Superfund Site cleanup along with numerous other companies. The Company is reviewing the basis for its identification by the EPA and the nature of the historic operations of an L.B. Foster predecessor on the site. Management does not believe, 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. At June 30, 2017 and December 31, 2016 , the Company maintained environmental reserves approximating $6,253 and $6,270 , respectively. The following table sets forth the Company’s environmental obligation: Environmental liability Balance at December 31, 2016 $ 6,270 Additions to environmental obligations 4 Environmental obligations utilized (21 ) Balance at June 30, 2017 $ 6,253 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 at June 30, 2017 . 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 at June 30, 2017 , no such disclosures were considered necessary. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES For the three months ended June 30, 2017 and 2016 , the Company recorded a tax provision of $475 on pretax income of $3,499 and a tax benefit of $37,429 on pretax losses of $129,425 , respectively, for an effective income tax rate of 13.6% and 28.9% , respectively. For the six months ended June 30, 2017 and 2016 , the Company recorded a tax provision of $906 on pretax income of $1,508 and a tax benefit of $38,746 on pretax losses of $133,574 , respectively, for an effective income tax rate of 60.1% and 29.0% , respectively. Due to the full valuation allowance on our domestic deferred tax assets, the Company’s tax provision for the three and six months ended June 30, 2017 does not reflect any tax benefit for domestic pretax losses, and is primarily comprised of taxes on our Canadian and United Kingdom operations. The Company’s full valuation allowance position in its U.S. jurisdiction is likely to result in significant variability of the effective tax rate throughout the course of the year. Changes in pretax income projections and the mix of income across jurisdictions could also impact the effective income tax rate each quarter. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Management evaluated all of the activity of the Company and concluded that no subsequent events have occurred that would require recognition in the Condensed Consolidated Financial Statements or disclosure in the Notes to Condensed Consolidated Financial Statements. |
Financial Statements (Policies)
Financial Statements (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Quarterly Financial Data [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 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 U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all estimates and adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation 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, 2017 . The year-end Condensed Consolidated Balance Sheet as of December 31, 2016 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, 2016 . 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 May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”), which supersedes the revenue recognition requirements in Accounting Standards Codification 605, “Revenue Recognition” (“ASC 605”). ASU 2014-09 is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. It also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue, cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. The Company continues our detailed evaluation of contracts and sales orders with customers and assess the impact that this standard will have on the Company’s results of operations, cash flows, and financial position as well as the impact to internal controls over financial reporting. The Company will adopt this standard January 1, 2018 and anticipates using the modified retrospective approach at adoption as it relates to ASU 2014-09. 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 will result in most leases being capitalized as a right of use asset with a related liability on our balance sheets. 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 is in the process of analyzing the impact of ASU 2016-02 on our financial position. The Company has a significant number of operating leases, and, as a result, expects this guidance to have a material impact on its Condensed Consolidated Balance Sheet. The Company does not anticipate early adoption as it relates to ASU 2016-02. In October 2016, the FASB issued ASU 2016-16, “Income Taxes – Intra-Entity Transfers of Assets Other Than Inventory (Topic 740),” (“ASU 2016-16”) which will require an entity to recognize the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. The ASU is effective on January 1, 2018 with early adoption permitted. The Company continues to evaluate the impact this standard will have on the Company’s financial statements and will not elect early adoption of ASU 2016-16. In March 2017, the FASB issued ASU 2017-07, “Compensation – Retirement Benefits (Topic 715),” (“ASU 2017-07”) which improves the presentation of net periodic pension cost and net periodic postretirement benefit cost. The guidance requires that the entity report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period, and report the other components of net periodic pension cost and net periodic postretirement benefit cost in the income statement separately from the service cost component and outside a subtotal of income from operations. Of the components of net periodic benefit cost, only the service cost component will be eligible for asset capitalization. The new standard will be effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. The Company is evaluating its implementation approach and assessing the impact of ASU 2017-07 on the presentation of operations. |
Inventory | Inventory is generally valued at the lower of last-in, first-out (“LIFO”) cost or market. Other inventories of the Company are valued at average cost or net realizable value, whichever is lower. An actual valuation of inventory under the LIFO method is made at the end of each year based on the inventory levels and costs at that time. Interim LIFO calculations are based on management’s estimates of expected year-end levels and costs. |
Share based compensation | The Company applies the provisions of FASB 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 period. |
Business Segments (Tables)
Business Segments (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Reconciliation of Revenue from Segments to Consolidated | The following table illustrates revenues and profits (losses) from operations of the Company by segment for the periods indicated: Three Months Ended Six Months Ended Net Sales Segment Profit (Loss) Net Sales Segment Profit (Loss) Rail Products and Services $ 69,347 $ 3,977 $ 125,827 $ 5,466 Construction Products 45,465 4,551 82,787 5,770 Tubular and Energy Services 30,048 (17 ) 54,948 (525 ) Total $ 144,860 $ 8,511 $ 263,562 $ 10,711 Three Months Ended Six Months Ended Net Sales Segment Profit (Loss) Net Sales Segment Profit (Loss) Rail Products and Services $ 67,503 $ (25,168 ) $ 131,795 $ (24,427 ) Construction Products 40,348 3,944 72,228 4,392 Tubular and Energy Services 28,143 (102,983 ) 58,281 (104,910 ) Total $ 135,994 $ (124,207 ) $ 262,304 $ (124,945 ) |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | The following table provides a reconciliation of reportable segment net profit (loss) from operations to the Company’s consolidated total: Three Months Ended Six Months Ended 2017 2016 2017 2016 Profit (loss) for reportable segments $ 8,511 $ (124,207 ) $ 10,711 $ (124,945 ) Interest expense (2,181 ) (1,652 ) (4,289 ) (2,822 ) Interest income 54 52 110 107 Other income (expense) 18 (107 ) 13 (822 ) LIFO (expense) income (192 ) 452 (181 ) 525 Equity in income (loss) of nonconsolidated investments 145 (487 ) (55 ) (683 ) Corporate expense, cost of capital elimination, and other unallocated charges (2,856 ) (3,476 ) (4,801 ) (4,934 ) Income (loss) before income taxes $ 3,499 $ (129,425 ) $ 1,508 $ (133,574 ) |
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 $ 186,588 $ 174,049 Construction Products 81,953 81,074 Tubular and Energy Services 99,076 100,006 Unallocated corporate assets 25,393 37,894 Total $ 393,010 $ 393,023 |
Goodwill and Other Intangible25
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 at December 31, 2016 $ 13,785 $ 5,147 $ — $ 18,932 Foreign currency translation impact 499 — — 499 Balance at June 30, 2017 $ 14,284 $ 5,147 $ — $ 19,431 |
Schedule of Finite-Lived Intangible Assets | The following table represents the gross other intangible assets balance by reportable segment: June 30, December 31, Rail Products and Services $ 57,139 $ 56,476 Construction Products 1,348 1,348 Tubular and Energy Services 29,179 29,179 $ 87,666 $ 87,003 |
Schedule of Intangible Assets | The components of the Company’s intangible assets are as follows: June 30, 2017 Weighted Average Gross Accumulated Net Non-compete agreements 5 $ 4,215 $ (2,639 ) $ 1,576 Patents 10 377 (150 ) 227 Customer relationships 18 37,329 (7,872 ) 29,457 Trademarks and trade names 14 10,057 (3,664 ) 6,393 Technology 14 35,688 (12,730 ) 22,958 $ 87,666 $ (27,055 ) $ 60,611 December 31, 2016 Weighted Average Gross Accumulated Net Non-compete agreements 5 $ 4,219 $ (2,217 ) $ 2,002 Patents 10 373 (143 ) 230 Customer relationships 18 36,843 (6,582 ) 30,261 Trademarks and trade names 14 10,018 (3,238 ) 6,780 Technology 14 35,550 (11,304 ) 24,246 $ 87,003 $ (23,484 ) $ 63,519 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated amortization expense for the remainder of 2017 and thereafter is as follows: Amortization Expense 2017 $ 3,543 2018 6,982 2019 6,261 2020 5,941 2021 5,921 2022 and thereafter 31,963 $ 60,611 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories at June 30, 2017 and December 31, 2016 are summarized in the following table: June 30, December 31, Finished goods $ 45,144 $ 46,673 Work-in-process 23,592 21,716 Raw materials 19,211 18,032 Total inventories at current costs 87,947 86,421 Less: LIFO reserve (3,359 ) (3,178 ) $ 84,588 $ 83,243 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant, and equipment at June 30, 2017 and December 31, 2016 consist of the following: June 30, December 31, Land $ 14,851 $ 14,826 Improvements to land and leaseholds 17,404 17,408 Buildings 34,209 33,910 Machinery and equipment, including equipment under capitalized leases 121,975 118,060 Construction in progress 1,001 1,291 189,440 185,495 Less accumulated depreciation and amortization, including accumulated amortization of capitalized leases 87,887 81,522 $ 101,553 $ 103,973 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Investments [Abstract] | |
Schedule of Variable Interest Entities | The carrying amounts with the Company’s maximum exposure to loss at June 30, 2017 and December 31, 2016 , respectively, are as follows: June 30, December 31, LB Pipe JV equity method investment $ 3,853 $ 3,902 Revolving line of credit 1,235 1,235 Net investment in direct financing lease 806 871 $ 5,894 $ 6,008 |
Schedule of Direct Financing Future Minimum Lease Payments for Capital Leases | The following is a schedule of the direct financing minimum lease payments for the remainder of 2017 and the years 2018 and thereafter: Minimum Lease Payments 2017 $ 71 2018 150 2019 585 $ 806 |
Long-Term Debt and Related Matt
Long-Term Debt and Related Matters (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt consists of the following: June 30, December 31, Revolving credit facility $ 120,617 $ 127,073 Term loan 15,439 30,000 Capital leases and financing agreements 1,928 2,492 Total 137,984 159,565 Less current maturities 10,051 10,386 Long-term portion $ 127,933 $ 149,179 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Fair Value Measurements at Reporting Date and Using Fair Value Measurements at Reporting Date and Using 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 $ 6,506 $ 6,506 $ — $ — $ 16 $ 16 $ — $ — Total assets $ 6,506 $ 6,506 $ — $ — $ 16 $ 16 $ — $ — Interest rate swaps $ 405 $ — $ 405 $ — $ 334 $ — $ 334 $ — Total liabilities $ 405 $ — $ 405 $ — $ 334 $ — $ 334 $ — |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted earnings (loss) per common share for the periods indicated: Three Months Ended Six Months Ended 2017 2016 2017 2016 Numerator for basic and diluted earnings (loss) per common share: Net income (loss) $ 3,024 $ (91,996 ) $ 602 $ (94,828 ) Denominator: Weighted average shares outstanding 10,335 10,263 10,327 10,248 Denominator for basic earnings per common share 10,335 10,263 10,327 10,248 Effect of dilutive securities: Stock compensation plans 148 — 200 — Dilutive potential common shares 148 — 200 — Denominator for diluted earnings per common share - adjusted weighted average shares outstanding and assumed conversions 10,483 10,263 10,527 10,248 Basic earnings (loss) per common share $ 0.29 $ (8.96 ) $ 0.06 $ (9.25 ) Diluted earnings (loss) per common share $ 0.29 $ (8.96 ) $ 0.06 $ (9.25 ) Dividends paid per common share $ — $ 0.04 $ — $ 0.08 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Share-based Compensation [Abstract] | |
Schedule of Nonvested Share Activity | The following table summarizes the restricted stock award, deferred stock award, and performance unit award activity for the period ended June 30, 2017 : Restricted Deferred Performance Weighted Average Outstanding at December 31, 2016 79,272 — 63,690 $ 21.66 Granted 167,404 20,175 112,208 14.06 Vested (21,808 ) — — 28.08 Adjustment for incentive awards expected to vest — — 3,871 17.86 Cancelled (31,766 ) — (35,274 ) 14.26 Outstanding at June 30, 2017 193,102 20,175 144,495 $ 16.37 |
Retirement Plans (Tables)
Retirement Plans (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | |
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 2017 2016 2017 2016 United States $ 410 $ 445 $ 861 $ 1,137 Canada 54 67 113 118 United Kingdom 98 160 213 218 $ 562 $ 672 $ 1,187 $ 1,473 |
United States Plan | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule of Net Benefit Costs | Net periodic pension costs for the United States defined benefit pension plans for the three- and six-month periods ended June 30, 2017 and 2016 are as follows: Three Months Ended Six Months Ended 2017 2016 2017 2016 Service cost $ — $ 9 $ — $ 18 Interest cost 171 186 342 372 Expected return on plan assets (178 ) (179 ) (355 ) (358 ) Recognized net actuarial loss 33 69 65 138 Net periodic pension cost $ 26 $ 85 $ 52 $ 170 |
United Kingdom Benefit Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule of Net Benefit Costs | Net periodic pension costs for the United Kingdom defined benefit pension plan for the three- and six-month periods ended June 30, 2017 and 2016 are as follows: Three Months Ended Six Months Ended 2017 2016 2017 2016 Interest cost $ 55 $ 75 $ 110 $ 150 Expected return on plan assets (66 ) (84 ) (132 ) (168 ) Amortization of prior service costs and transition amount 4 5 8 10 Recognized net actuarial loss 71 39 142 78 Net periodic pension cost $ 64 $ 35 $ 128 $ 70 |
Commitments and Contingent Li34
Commitments and Contingent Liabilites (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Product Warranty Liability | The following table sets forth the Company’s product warranty accrual: Warranty Liability Balance at December 31, 2016 $ 10,154 Additions to warranty liability 1,341 Warranty liability utilized (2,327 ) Balance at June 30, 2017 $ 9,168 |
Environmental Loss Contingencies | The following table sets forth the Company’s environmental obligation: Environmental liability Balance at December 31, 2016 $ 6,270 Additions to environmental obligations 4 Environmental obligations utilized (21 ) Balance at June 30, 2017 $ 6,253 |
Business Segments (Narrative) (
Business Segments (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Capital charges rate | 1.00% |
Business Segments (Reconciliati
Business Segments (Reconciliation of Revenue from Segments to Consolidated) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Segment Reporting Information [Line Items] | ||||
Net Sales | $ 144,860 | $ 135,994 | $ 263,562 | $ 262,304 |
Segment Profit (Loss) | 8,511 | (124,207) | 10,711 | (124,945) |
Rail Products and Services | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 69,347 | 67,503 | 125,827 | 131,795 |
Segment Profit (Loss) | 3,977 | (25,168) | 5,466 | (24,427) |
Construction Products | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 45,465 | 40,348 | 82,787 | 72,228 |
Segment Profit (Loss) | 4,551 | 3,944 | 5,770 | 4,392 |
Tubular and Energy Services | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 30,048 | 28,143 | 54,948 | 58,281 |
Segment Profit (Loss) | $ (17) | $ (102,983) | $ (525) | $ (104,910) |
Business Segments (Reconcilia37
Business Segments (Reconciliation of Operating Profit (Loss) from Segments to Consolidated) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Segment Reporting [Abstract] | ||||
Profit (loss) for reportable segments | $ 8,511 | $ (124,207) | $ 10,711 | $ (124,945) |
Interest expense | (2,181) | (1,652) | (4,289) | (2,822) |
Interest income | 54 | 52 | 110 | 107 |
Other income (expense) | 18 | (107) | 13 | (822) |
LIFO (expense) income | (192) | 452 | (181) | 525 |
Equity in income (loss) of nonconsolidated investments | 145 | (487) | (55) | (683) |
Corporate expense, cost of capital elimination, and other unallocated charges | (2,856) | (3,476) | (4,801) | (4,934) |
Income (loss) before income taxes | $ 3,499 | $ (129,425) | $ 1,508 | $ (133,574) |
Business Segments (Reconcilia38
Business Segments (Reconciliation of Assets from Segment to Consolidated) (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Segment Reporting Information [Line Items] | ||
Assets | $ 393,010 | $ 393,023 |
Rail Products and Services | ||
Segment Reporting Information [Line Items] | ||
Assets | 186,588 | 174,049 |
Construction Products | ||
Segment Reporting Information [Line Items] | ||
Assets | 81,953 | 81,074 |
Tubular and Energy Services | ||
Segment Reporting Information [Line Items] | ||
Assets | 99,076 | 100,006 |
Unallocated corporate assets | ||
Segment Reporting Information [Line Items] | ||
Assets | $ 25,393 | $ 37,894 |
Goodwill and Other Intangible39
Goodwill and Other Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Amortization expense | $ 1,695 | $ 2,789 | $ 3,454 | $ 6,055 |
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 |
Goodwill and Other Intangible40
Goodwill and Other Intangible Assets (Schedule of Goodwill) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 18,932 |
Foreign currency translation impact | 499 |
Goodwill, ending balance | 19,431 |
Rail Products and Services | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 13,785 |
Foreign currency translation impact | 499 |
Goodwill, ending balance | 14,284 |
Construction Products | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 5,147 |
Foreign currency translation impact | 0 |
Goodwill, ending balance | 5,147 |
Tubular and Energy Services | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 0 |
Foreign currency translation impact | 0 |
Goodwill, ending balance | $ 0 |
Goodwill and Other Intangible41
Goodwill and Other Intangible Assets (Schedule of Gross Other Intangible Assets) (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Gross Carrying Value | $ 87,666 | $ 87,003 |
Rail Products and Services | ||
Gross Carrying Value | 57,139 | 56,476 |
Construction Products | ||
Gross Carrying Value | 1,348 | 1,348 |
Tubular and Energy Services | ||
Gross Carrying Value | $ 29,179 | $ 29,179 |
Goodwill and Other Intangible42
Goodwill and Other Intangible Assets (Schedule of Intangible Assets) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 87,666 | $ 87,003 |
Accumulated Amortization | (27,055) | (23,484) |
Net Carrying Amount | 60,611 | 63,519 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 4,215 | 4,219 |
Accumulated Amortization | (2,639) | (2,217) |
Net Carrying Amount | 1,576 | 2,002 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 377 | 373 |
Accumulated Amortization | (150) | (143) |
Net Carrying Amount | 227 | 230 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 37,329 | 36,843 |
Accumulated Amortization | (7,872) | (6,582) |
Net Carrying Amount | 29,457 | 30,261 |
Trademarks and trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 10,057 | 10,018 |
Accumulated Amortization | (3,664) | (3,238) |
Net Carrying Amount | 6,393 | 6,780 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 35,688 | 35,550 |
Accumulated Amortization | (12,730) | (11,304) |
Net Carrying Amount | $ 22,958 | $ 24,246 |
Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period In Years | 15 years | |
Weighted Average | Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period In Years | 5 years | 5 years |
Weighted Average | Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period In Years | 10 years | 10 years |
Weighted Average | Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period In Years | 18 years | 18 years |
Weighted Average | Trademarks and trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period In Years | 14 years | 14 years |
Weighted Average | Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period In Years | 14 years | 14 years |
Goodwill and Other Intangible43
Goodwill and Other Intangible Assets (Schedule of Expected Amortization Expense) (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,017 | $ 3,543 | |
2,018 | 6,982 | |
2,019 | 6,261 | |
2,020 | 5,941 | |
2,021 | 5,921 | |
2022 and thereafter | 31,963 | |
Net Carrying Amount | $ 60,611 | $ 63,519 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Accounts Receivable Additional Disclosures [Abstract] | ||
Allowance doubtful accounts, receivables | $ 1,927 | $ 1,417 |
Inventories (Schedule of Invent
Inventories (Schedule of Inventory) (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 45,144 | $ 46,673 |
Work-in-process | 23,592 | 21,716 |
Raw materials | 19,211 | 18,032 |
Total inventories at current costs | 87,947 | 86,421 |
Less: LIFO reserve | (3,359) | (3,178) |
Inventory | $ 84,588 | $ 83,243 |
Property, Plant and Equipment46
Property, Plant and Equipment (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment - gross | $ 189,440,000 | $ 189,440,000 | $ 185,495,000 | ||
Less accumulated depreciation and amortization, including accumulated amortization of capitalized leases | 87,887,000 | 87,887,000 | 81,522,000 | ||
Total property, plant and equipment, net | 101,553,000 | 101,553,000 | 103,973,000 | ||
Asset impairment charge | 0 | ||||
Depreciation | 3,245,000 | $ 3,598,000 | 6,527,000 | $ 7,325,000 | |
Land | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment - gross | 14,851,000 | 14,851,000 | 14,826,000 | ||
Improvements to land and leaseholds | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment - gross | 17,404,000 | 17,404,000 | 17,408,000 | ||
Buildings | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment - gross | 34,209,000 | 34,209,000 | 33,910,000 | ||
Machinery and equipment, including equipment under capitalized leases | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment - gross | 121,975,000 | 121,975,000 | 118,060,000 | ||
Construction in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment - gross | $ 1,001,000 | $ 1,001,000 | $ 1,291,000 |
Investments (Narrative) (Detail
Investments (Narrative) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017USD ($)afacility | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)afacility | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||||
Equity investments | $ 3,976 | $ 3,976 | $ 4,031 | ||
Equity in income (loss) of nonconsolidated investments | 145 | $ (487) | $ (55) | $ (683) | |
Variable Interest Entity, Not Primary Beneficiary, Aggregated Disclosure | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Variable interest entity, methodology for determining whether entity is primary beneficiary | Under applicable guidance for variable interest entities in ASC 810, "Consolidation," the Company determined that the LB Pipe JV is a variable interest entity. The Company concluded that it is not the primary beneficiary of the variable interest entity, as the Company does not have a controlling financial interest and does not have the power to direct the activities that most significantly impact the economic performance of the LB Pipe JV. Accordingly, the Company concluded that the equity method of accounting remains appropriate. | ||||
LB Pipe & Coupling Products, LLC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity investments | $ 3,853 | $ 3,853 | 3,902 | ||
Equity method investment, ownership percentage | 45.00% | 45.00% | |||
Equity method investment, description of principal activities | The Company is a member of a joint venture, LB Pipe & Coupling Products, LLC ("LB Pipe JV"), in which it maintains a 45% ownership interest. The LB Pipe JV manufactures, markets, and sells various precision coupling products for the energy, utility, and construction markets and is scheduled to terminate on June 30, 2019. | ||||
Equity in income (loss) of nonconsolidated investments | $ 150 | $ (476) | $ (48) | $ (725) | |
Line of credit, maximum lending capacity | 1,350 | ||||
Due from joint ventures, current | $ 1,235 | ||||
LB Pipe & Coupling Products, LLC | Capital Leased Land | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Area of land | a | 5 | 5 | |||
Capital leased assets, number of units | facility | 2 | 2 | |||
Capital lease length of renewal term | 5 years 6 months | ||||
Capital Leases, monthly rent | $ 17 | ||||
Capital leases balloon payment in direct financing leases | $ 488 | $ 488 | |||
LB Pipe & Coupling Products, LLC | Other Joint Venture Member | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investment, ownership percentage | 45.00% | 45.00% | 45.00% | ||
Other equity investments | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity investments | $ 123 | $ 123 | $ 129 |
Investments (Schedule of Variab
Investments (Schedule of Variable Interest Entities) (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
LB Pipe & Coupling Products, LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Maximum exposure to loss | $ 5,894 | $ 6,008 |
LB Pipe JV equity method investment | LB Pipe & Coupling Products, LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Maximum exposure to loss | 3,853 | 3,902 |
Revolving line of credit | LB Pipe & Coupling Products, LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Maximum exposure to loss | 1,235 | 1,235 |
Net investment in direct financing lease | ||
Schedule of Equity Method Investments [Line Items] | ||
Maximum exposure to loss | $ 806 | $ 871 |
Investments (Schedule of Direct
Investments (Schedule of Direct Financing Future Minimum Lease Payments for Capital Leases) (Details) $ in Thousands | Jun. 30, 2017USD ($) |
Investments [Abstract] | |
2,017 | $ 71 |
2,018 | 150 |
2,019 | 585 |
Capital Leases, Future Minimum Payments Receivable, Total | $ 806 |
Long-Term Debt and Related Ma50
Long-Term Debt and Related Matters (Narrative - United States) (Details) | Nov. 07, 2016USD ($) | Jun. 29, 2016USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2017 | Dec. 31, 2016USD ($) |
Line of Credit Facility [Line Items] | ||||||
Term loan | $ 15,439,000 | $ 30,000,000 | ||||
Line of credit facility, amount outstanding | 120,617,000 | $ 127,073,000 | ||||
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit Facility, maximum borrowing capacity | $ 195,000,000 | $ 275,000,000 | ||||
Term loan | $ 30,000,000 | |||||
Leverage ratio in effect for the seventh quarter of a credit agreement | 4.25 | |||||
Leverage ratio in effect for the eighth quarter and remainder of a credit agreement | 3.75 | |||||
EBITDA required | 18,500,000 | |||||
EBITDA required for seventh quarter | 31,000,000 | |||||
Maximum dividends, distributions, or redemptions allowed | $ 1,700,000 | 4,000,000 | ||||
Loans and advances limit | 5,000,000 | 10,000,000 | ||||
Maximum asset sales allowed | 25,000,000 | 25,000,000 | ||||
Carryover of asset sales allowed | $ 15,000,000 | $ 15,000,000 | ||||
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company | Euro-rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 3.25% | |||||
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company | Euro-rate | Lowest Tier | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 2.50% | |||||
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company | Base Rate | ||||||
Line of Credit Facility [Line Items] | ||||||
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 | Base Rate | Lowest Tier | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 1.50% | |||||
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company | Forecasted | ||||||
Line of Credit Facility [Line Items] | ||||||
Fixed charge coverage ratio | 1 | |||||
Fixed charge coverage ratio after fifth quarter | 1.25 | |||||
Liquidity covenant | $ 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 | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, amount outstanding | 425,000 | |||||
Line of credit facility, current borrowing capacity | $ 48,958,000 |
Long-Term Debt and Related Ma51
Long-Term Debt and Related Matters (Narrative - United Kingdom) (Details) | 6 Months Ended | ||
Jun. 30, 2017USD ($) | Jun. 30, 2017GBP (£) | Dec. 31, 2016USD ($) | |
Line of Credit Facility [Line Items] | |||
Line of credit facility, amount outstanding | $ 120,617,000 | $ 127,073,000 | |
NatWest Bank [Member] | Foreign Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Line of credit Facility, maximum borrowing capacity | 1,954,000 | £ 1,500,000 | |
Line of credit facility, amount outstanding | 0 | ||
Line of credit facility, current borrowing capacity | $ 1,553,000 | ||
NatWest Bank [Member] | Foreign Line of Credit | Base Rate | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, basis spread on variable rate | 2.50% | ||
Natwest Bank Outstanding Guarantees | Foreign Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, amount outstanding | $ 401,000 |
Long-Term Debt and Related Ma52
Long-Term Debt and Related Matters (Schedule of Long-term Debt Instruments) (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
Revolving credit facility | $ 120,617 | $ 127,073 |
Term loan | 15,439 | 30,000 |
Capital leases and financing agreements | 1,928 | 2,492 |
Total | 137,984 | 159,565 |
Less current maturities | 10,051 | 10,386 |
Long-term debt | $ 127,933 | $ 149,179 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Interest expense | $ 2,181 | $ 1,652 | $ 4,289 | $ 2,822 |
Swap | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Derivative, notional amount | 50,000 | 50,000 | ||
Interest expense | $ 114 | $ 204 |
Fair Value Measurements (Schedu
Fair Value Measurements (Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis) (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | $ 6,506 | $ 16 |
Interest rate swaps | 405 | 334 |
Total liabilities | 405 | 334 |
Non domestic bank certificates of deposit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term deposits | 6,506 | 16 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | 6,506 | 16 |
Interest rate swaps | 0 | 0 |
Total liabilities | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Non domestic bank certificates of deposit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term deposits | 6,506 | 16 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | 0 | 0 |
Interest rate swaps | 405 | 334 |
Total liabilities | 405 | 334 |
Significant Other Observable Inputs (Level 2) | Non domestic bank certificates of deposit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term deposits | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | 0 | 0 |
Interest rate swaps | 0 | 0 |
Total liabilities | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Non domestic bank certificates of deposit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term deposits | $ 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, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Numerator for basic and diluted earnings (loss) per common share: | ||||
Net income (loss) | $ 3,024 | $ (91,996) | $ 602 | $ (94,828) |
Denominator: | ||||
Weighted average shares outstanding (shares) | 10,335 | 10,263 | 10,327 | 10,248 |
Denominator for basic earnings per common share (shares) | 10,335 | 10,263 | 10,327 | 10,248 |
Effect of dilutive securities: | ||||
Other stock compensation plans (shares) | 148 | 0 | 200 | 0 |
Dilutive potential common shares (shares) | 148 | 0 | 200 | 0 |
Denominator for diluted earnings per common share - adjusted weighted average shares outstanding and assumed conversions (shares) | 10,483 | 10,263 | 10,527 | 10,248 |
Basic earnings (loss) per common share (usd per share) | $ 0.29 | $ (8.96) | $ 0.06 | $ (9.25) |
Diluted earnings (loss) per common share (usd per share) | 0.29 | (8.96) | 0.06 | (9.25) |
Dividends paid per common share (usd per share) | $ 0 | $ 0.04 | $ 0 | $ 0.08 |
Antidilutive shares excluded from computation of earnings per share | 47 | 46 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 725 | $ 555 | ||
Expected cost on shares expected to vest | $ 4,043 | $ 4,043 | ||
Recognition period for compensation expense not yet recognized | 3 years 9 months | |||
Excess income deficiency from share-based compensation | $ 0 | 124 | ||
Weighted average shares granted (usd per share) | $ 14.06 | |||
Performance Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 558 | $ 807 | ||
Fully-Vested Stock Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Excess income deficiency from share-based compensation | $ 116 | $ 124 | ||
Restricted Stock | Vesting Period 1 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Restricted Stock | Vesting Period 2 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Deferred Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years |
Stock-Based Compensation (Restr
Stock-Based Compensation (Restricted Stock and Performance Unit Awards) (Details) | 6 Months Ended |
Jun. 30, 2017$ / 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 | $ 21.66 |
Weighted average shares granted (usd per share) | $ / shares | 14.06 |
Weighted average shares vested (usd per share) | $ / shares | 28.08 |
Weighted average shares adjustment for incentive awards expected to vest (usd per share) | $ / shares | 17.86 |
Weighted average shares canceled (usd per share) | $ / shares | 14.26 |
Weighted average share price, ending balance (usd per share) | $ / shares | $ 16.37 |
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) | 79,272 |
Granted (shares) | 167,404 |
Vested (shares) | (21,808) |
Adjustment for incentive awards expected to vest (shares) | 0 |
Canceled (shares) | (31,766) |
Nonvested Shares, Outstanding, Ending Balance (shares) | 193,102 |
Deferred 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) | 0 |
Granted (shares) | 20,175 |
Vested (shares) | 0 |
Adjustment for incentive awards expected to vest (shares) | 0 |
Canceled (shares) | 0 |
Nonvested Shares, Outstanding, Ending Balance (shares) | 20,175 |
Performance 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) | 63,690 |
Granted (shares) | 112,208 |
Vested (shares) | 0 |
Adjustment for incentive awards expected to vest (shares) | 3,871 |
Canceled (shares) | (35,274) |
Nonvested Shares, Outstanding, Ending Balance (shares) | 144,495 |
Retirement Plans (Narrative) (D
Retirement Plans (Narrative) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($)plan | |
Defined Benefit Plan Disclosure [Line Items] | |
Number of retirement plans | 7 |
Defined benefit plan, number | 3 |
Defined contribution plan, number | 4 |
Description of postemployment benefits | The Company sponsors eight 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. |
United States | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined benefit plans, estimated future employer contributions in current fiscal year | $ | $ 0 |
Canada | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined contribution plan, number | 2 |
Post-retirement benefit plan number | 1 |
United Kingdom | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined benefit plan, number | 1 |
Defined contribution plan, number | 2 |
Defined benefit plans, estimated future employer contributions in current fiscal year | $ | $ 244 |
Defined benefit plan, contributions by employer | $ | $ 122 |
Active Defined Benefit Plan | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined benefit plan, number | 1 |
Frozen Defined Benefit Plan | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined benefit plan, number | 2 |
Salaried Benefit Plan | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined contribution plan, number | 8 |
Retirement Plans (Schedule Of N
Retirement Plans (Schedule Of Net Benefit Costs) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
United States | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 0 | $ 9 | $ 0 | $ 18 |
Interest cost | 171 | 186 | 342 | 372 |
Expected return on plan assets | (178) | (179) | (355) | (358) |
Recognized net actuarial loss | 33 | 69 | 65 | 138 |
Net periodic pension cost | 26 | 85 | 52 | 170 |
United Kingdom | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | 55 | 75 | 110 | 150 |
Expected return on plan assets | (66) | (84) | (132) | (168) |
Amortization of prior service costs and transition amount | 4 | 5 | 8 | 10 |
Recognized net actuarial loss | 71 | 39 | 142 | 78 |
Net periodic pension cost | $ 64 | $ 35 | $ 128 | $ 70 |
Retirement Plans (Schedule of C
Retirement Plans (Schedule of Costs of Retirement Plans) (Details) - Salaried Benefit Plan - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Defined Contribution Plan Disclosure [Line Items] | ||||
Defined Contribution Plan, Cost | $ 562 | $ 672 | $ 1,187 | $ 1,473 |
United States | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Defined Contribution Plan, Cost | 410 | 445 | 861 | 1,137 |
Canada | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Defined Contribution Plan, Cost | 54 | 67 | 113 | 118 |
United Kingdom | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Defined Contribution Plan, Cost | $ 98 | $ 160 | $ 213 | $ 218 |
Commitments and Contingent Li61
Commitments and Contingent Liabilites (Narrative) (Details) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017USD ($)tie | Dec. 31, 2014USD ($)tie | Dec. 31, 2013tie | Dec. 31, 2012USD ($) | Dec. 31, 2016USD ($) | |
Product Liability Contingency [Line Items] | |||||
Accrued warranty | $ 9,168 | $ 10,154 | |||
Concrete ties manufactured | tie | 3,000,000 | ||||
Warranty period | 10 years | ||||
Accrual for environmental loss | $ 6,253 | 6,270 | |||
Reserve for Concrete Ties | |||||
Product Liability Contingency [Line Items] | |||||
Accrued warranty | $ 7,584 | $ 7,574 | |||
Warranty period | 5 years | ||||
2005 Contract | |||||
Product Liability Contingency [Line Items] | |||||
Concrete ties manufactured ratio | tie | 1.5 | ||||
Period in which concrete ties will be replaced after sale | 5 years | ||||
Warranty Policy | |||||
Product Liability Contingency [Line Items] | |||||
Warranty period | 15 years | ||||
Warranty Ratio | 1 | ||||
The UPRR | |||||
Product Liability Contingency [Line Items] | |||||
Concrete ties manufactured | tie | 1,600,000 | ||||
Warranty period | 5 years | ||||
Warranty Ratio | 1.5 | ||||
The UPRR | Reserve for Concrete Ties | |||||
Product Liability Contingency [Line Items] | |||||
Litigation settlement amount | $ 12,000 | ||||
Product warranty expense | $ 22,000 | ||||
Cure period to claim | 90 days | ||||
Change in standard product warranty accrual | $ 8,766 | ||||
Unreconciled warranty ties | tie | 90,100 | ||||
The UPRR | Warranty Policy | |||||
Product Liability Contingency [Line Items] | |||||
Ties manufactured that did not meet criteria to be covered as warranty replacement ties | tie | 170,000 |
Commitments and Contingent Li62
Commitments and Contingent Liabilities (Schedule of Product Warranty Liability) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Movement in Standard Product Warranty Accrual | |
Beginning balance | $ 10,154 |
Additions to warranty liability | 1,341 |
Warranty liability utilized | (2,327) |
Ending balance | $ 9,168 |
Commitments and Contingent Li63
Commitments and Contingent Liabilities (Environmental Loss Contingencies) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Accrual for Environmental Loss Contingencies | |
Environmental liability, beginning balance | $ 6,270 |
Additions to environmental obligations | 4 |
Environmental obligations utilized | (21) |
Environmental liability, ending balance | $ 6,253 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Tax provisions (benefit) | $ 475 | $ (37,429) | $ 906 | $ (38,746) |
Pretax losses | $ 3,499 | $ (129,425) | $ 1,508 | $ (133,574) |
Effective income tax rate, Percent | 13.60% | 28.90% | 60.10% | 29.00% |