Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 03, 2019 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | FOSTER L B CO | |
Entity Central Index Key | 0000352825 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 10,581,281 | |
Trading Symbol | fstr | |
Entity Small Business | true | |
Entity Emerging Growth Company | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 9,039 | $ 10,282 |
Accounts receivable - net (Note 5) | 99,518 | 86,123 |
Inventories - net (Note 6) | 142,714 | 124,504 |
Other current assets | 7,752 | 5,763 |
Total current assets | 259,023 | 226,672 |
Property, plant, and equipment - net (Note 7) | 85,870 | 86,857 |
Operating lease right-of-use assets - net (Note 8) | 13,116 | |
Other assets: | ||
Goodwill (Note 4) | 19,422 | 19,258 |
Other intangibles - net (Note 4) | 48,298 | 49,836 |
Other assets | 488 | 626 |
TOTAL ASSETS | 426,217 | 383,249 |
Current liabilities: | ||
Accounts payable | 90,419 | 78,269 |
Deferred revenue | 14,168 | 6,619 |
Accrued payroll and employee benefits | 7,598 | 12,993 |
Accrued warranty (Note 14) | 1,715 | 2,057 |
Current portion of accrued settlement (Note 14) | 8,000 | 10,000 |
Current maturities of long-term debt (Note 9) | 609 | 629 |
Other accrued liabilities | 14,964 | 13,624 |
Total current liabilities | 137,473 | 124,191 |
Long-term debt (Note 9) | 89,573 | 74,353 |
Deferred tax liabilities (Note 15) | 5,142 | 5,287 |
Long-term portion of accrued settlement (Note 14) | 40,000 | 40,000 |
Long-term operating lease liabilities (Note 8) | 9,812 | 0 |
Other long-term liabilities | 16,959 | 17,299 |
Stockholders' equity: | ||
Common stock, par value $0.01, authorized 20,000,000 shares; shares issued at March 31, 2019 and December 31, 2018, 11,115,779; shares outstanding at March 31, 2019 and December 31, 2018, 10,404,347 and 10,366,007, respectively | 111 | 111 |
Paid-in capital | 47,400 | 48,040 |
Retained earnings | 118,647 | 114,324 |
Treasury stock - at cost, 711,432 and 749,772 common stock shares at March 31, 2019 and December 31, 2018, respectively | (17,196) | (18,165) |
Accumulated other comprehensive loss | (21,704) | (22,191) |
Total stockholders' equity | 127,258 | 122,119 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 426,217 | $ 383,249 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
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) | 10,404,347 | 10,366,007 |
Treasury stock shares - at cost, common stock (shares) | 711,432 | 749,772 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Total net sales | $ 150,469 | $ 122,454 |
Total cost of sales | 121,307 | 100,262 |
Gross profit | 29,162 | 22,192 |
Selling and administrative expenses | 21,917 | 20,458 |
Amortization expense | 1,712 | 1,785 |
Interest expense - net | 1,355 | 1,887 |
Other income | (150) | (605) |
Total expenses | 24,834 | 23,525 |
Income (loss) before income taxes | 4,328 | (1,333) |
Income tax expense | 638 | 525 |
Net income (loss) | $ 3,690 | $ (1,858) |
Basic earnings (loss) per common share (usd per share) | $ 0.36 | $ (0.18) |
Diluted earnings (loss) per common share (usd per share) | $ 0.35 | $ (0.18) |
Product | ||
Total net sales | $ 113,083 | $ 91,811 |
Total cost of sales | 92,331 | 75,136 |
Service | ||
Total net sales | 37,386 | 30,643 |
Total cost of sales | $ 28,976 | $ 25,126 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | ||
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 3,690 | $ (1,858) | |
Other comprehensive income, net of tax: | |||
Foreign currency translation adjustment | 1,053 | 24 | |
Unrealized (loss) gain on cash flow hedges, net of tax expense of $0 for all periods | (26) | 738 | |
Reclassification of pension liability adjustments to earnings, net of tax expense of $0 for all periods | [1] | 93 | 114 |
Other comprehensive income | 1,120 | 876 | |
Comprehensive income (loss) | $ 4,810 | $ (982) | |
[1] | Reclassifications out of accumulated other comprehensive loss for pension obligations are charged to selling and administrative expenses. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Unrealized gain (loss) on cash flow hedge, tax | $ 0 | $ 0 |
Reclassification of pension liability adjustments to earnings, tax | $ 0 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 3,690 | $ (1,858) |
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: | ||
Deferred income taxes | (166) | (1,258) |
Depreciation | 2,772 | 2,944 |
Amortization | 1,712 | 1,785 |
Equity in (gain) loss of nonconsolidated investments | (21) | 3 |
Loss on sales and disposals of property, plant, and equipment | 0 | 3 |
Stock-based compensation | 855 | 1,082 |
Change in operating assets and liabilities: | ||
Accounts receivable | (13,166) | 10 |
Inventories | (17,463) | (3,046) |
Other current assets | (1,961) | (2,775) |
Prepaid income tax | (108) | (277) |
Other noncurrent assets | 591 | 230 |
Accounts payable | 12,653 | 10,759 |
Deferred revenue | 7,542 | 82 |
Accrued payroll and employee benefits | (5,438) | (5,615) |
Accrued settlement | (2,000) | 0 |
Other current liabilities | (2,305) | 576 |
Other long-term liabilities | (733) | (54) |
Net cash (used in) provided by operating activities | (13,546) | 2,591 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from the sale of property, plant, and equipment | 59 | 9 |
Capital expenditures on property, plant, and equipment | (2,572) | (723) |
Net cash used in investing activities | (2,513) | (714) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayments of debt | (43,414) | (60,639) |
Proceeds from debt | 58,614 | 33,076 |
Treasury stock acquisitions | (526) | (310) |
Net cash provided by (used in) financing activities | 14,674 | (27,873) |
Effect of exchange rate changes on cash and cash equivalents | 142 | (698) |
Net decrease in cash and cash equivalents | (1,243) | (26,694) |
Cash and cash equivalents at beginning of period | 10,282 | 37,678 |
Cash and cash equivalents at end of period | 9,039 | 10,984 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 1,179 | 964 |
Income taxes paid | $ 904 | $ 994 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements Of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Paid-in Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive (Loss) Income |
Beginning balance at Dec. 31, 2017 | $ 154,496 | $ 111 | $ 45,017 | $ 145,797 | $ (18,662) | $ (17,767) |
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss) | (1,858) | (1,858) | ||||
Other comprehensive income, net of tax: | ||||||
Pension liability adjustment | 114 | 114 | ||||
Foreign currency translation adjustment | 24 | 24 | ||||
Unrealized derivative gain on cash flow hedges | 738 | 738 | ||||
Issuance of common shares, net of share withheld for taxes | (310) | (792) | 482 | |||
Stock-based compensation | 1,082 | 1,082 | ||||
Ending balance at Mar. 31, 2018 | 153,981 | 111 | 45,307 | 143,634 | (18,180) | (16,891) |
Beginning balance at Dec. 31, 2018 | 122,119 | 111 | 48,040 | 114,324 | (18,165) | (22,191) |
Increase (Decrease) in Stockholders' Equity | ||||||
Adjustment to adopt ASU 2018-02 | ASU 2018-02 | 633 | (633) | ||||
Net income (loss) | 3,690 | 3,690 | ||||
Other comprehensive income, net of tax: | ||||||
Pension liability adjustment | 93 | 93 | ||||
Foreign currency translation adjustment | 1,053 | 1,053 | ||||
Unrealized derivative gain on cash flow hedges | (26) | (26) | ||||
Issuance of common shares, net of share withheld for taxes | (526) | (1,495) | 969 | |||
Stock-based compensation | 855 | 855 | ||||
Ending balance at Mar. 31, 2019 | $ 127,258 | $ 111 | $ 47,400 | $ 118,647 | $ (17,196) | $ (21,704) |
Condensed Consolidated Statem_6
Condensed Consolidated Statements Of Stockholders' Equity (Parentheticals) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Stockholders' Equity [Abstract] | ||
Shares issued (shares) | 38,340 | 24,769 |
Financial Statements
Financial Statements | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Financial Statements | Financial Statements Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all estimates and adjustments (consisting of normal recurring accruals, unless otherwise stated herein) considered necessary for a fair presentation of the financial position of L.B. Foster Company and subsidiaries as of March 31, 2019 and December 31, 2018, and its condensed consolidated statements of operations, its condensed consolidated statements of cash flows and, its condensed consolidated statements of stockholders' equity for the three months ended March 31, 2019 and 2018, have been included. However, actual results could differ from those estimates. The results of operations for interim periods are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. The Condensed Consolidated Balance Sheet as of December 31, 2018 was derived from audited financial statements. This Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. In this Quarterly Report on Form 10-Q, references to “we,” “us,” “our,” and the “Company” refer collectively to L.B. Foster Company and its consolidated subsidiaries. Recently Issued Accounting Standards In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. (“ASU”) 2018-15, "Intangibles - Goodwill and Other - Internal-Use Software" (“ASU 2018-15”). The ASU requires capitalization of certain implementation costs incurred in a cloud computing arrangement that qualifies as a service contract. The amendments in the ASU are effective for fiscal years beginning after December 15, 2019 and for interim periods therein with early adoption permitted. The Company is currently evaluating the potential impact of the ASU on its consolidated financial statements. Recently Adopted Accounting Standards In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). The new accounting requirements include the accounting for, presentation of, and classification of leases. The guidance resulted in most leases being capitalized as a right-of-use asset with a related balance sheet liability. The requirements of the new standard are effective for annual reporting periods beginning after December 15, 2018, and interim periods within those annual periods. The Company adopted the provisions of ASU 2016-02 on January 1, 2019, using the modified retrospective approach as of the beginning of the period of adoption. Additionally, the Company has elected to apply the practical expedient package for leases that commenced prior to the effective date, not to apply the recognition requirements in the standard to short-term leases, and not to separate non-lease components from lease components. The Company has presented the disclosures required by ASU 2016-02 in Note 8. In February 2018, the FASB issued ASU 2018-02, “Income Statement – Reporting Comprehensive Income; Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” (“ASU 2018-02”), which allows companies to reclassify stranded tax effects caused by the US Tax Cuts and Jobs Act (the “Tax Act”) from accumulated other comprehensive income to retained earnings. The amendments eliminate the stranded tax effects resulting from the Tax Act and improve the usefulness of information reported to financial statement users. However, because the amendments only relate to the reclassification of the income tax effects of the Tax Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected. The Company adopted ASU 2018-02 during the first quarter of 2019 and has chosen to record the reclassification as of the beginning of the period of adoption. As a result of adopting this standard, we reclassified stranded tax effects of $633 from Accumulated other comprehensive loss to Retained earnings. The SEC Disclosure Update and Simplification release announces the SEC's adoption of certain amendments in August 2018. While most of the amendments eliminate outdated or duplicative disclosure requirements, the final rule amends the interim financial statement requirements to require a reconciliation of changes in stockholders’ equity in the notes to the financial statements or as a separate statement. This analysis should reconcile the beginning balance to the ending balance of each caption in stockholders’ equity for each period for which an income statement is required to be filed and comply with the remaining content requirements of Rule 3-04 of Regulation S-X. As a result, registrants are required to provide the reconciliation for both the comparable quarterly and year-to-date periods in its Quarterly Report on Form 10-Q but only for the year-to-date periods in registration statements, beginning in the first quarter of 2019. The Company has included the reconciliation of changes in stockholders’ equity as a separate statement. |
Business Segments
Business Segments | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Business Segments | Business SegmentsThe Company is a leading manufacturer and distributor of products and services for transportation and energy infrastructure with locations in North America and Europe. The Company is organized and operates in three different operating segments: the Rail Products and Services segment, the Construction Products segment, and the Tubular and Energy Services segment. The segments represent components of the Company (a) that engage in activities from which revenue is generated and expenses are incurred; (b) whose operating results are regularly reviewed by the Chief Operating Decision Maker (“CODM”), who makes decisions about resources to be allocated to the segments, and (c) for which discrete financial information is available. Operating segments are evaluated on their segment profit contribution to the Company's consolidated results. Other income and expenses, interest, income taxes, and certain other items are managed on a consolidated basis. The Company's segment accounting policies, unless otherwise noted, are the same as those described in the Note 2. Business Segments of the Notes to the Company's Consolidated Financial Statements contained in its Annual Report on Form 10-K for the year-ended December 31, 2018. The following table illustrates the Company's revenues and profit from operations by segment for the periods indicated: Three Months Ended Three Months Ended Net Sales Segment Profit Net Sales Segment Profit Rail Products and Services $ 75,694 $ 3,479 $ 62,170 $ 2,048 Construction Products 37,345 834 28,900 18 Tubular and Energy Services 37,430 4,688 31,384 1,885 Total $ 150,469 $ 9,001 $ 122,454 $ 3,951 Segment profit from operations, as shown above, includes allocated corporate operating expenses. Operating expenses related to corporate headquarter functions that directly support the segment activity are allocated based on segment headcount, revenue contribution, or activity of the business units within the segments, based on the corporate activity type provided to the segment. The expense allocation excludes certain corporate costs that are separately managed from the segments. The following table provides a reconciliation of segment net profit from operations to the Company’s consolidated total: Three Months Ended 2019 2018 Profit for reportable segments $ 9,001 $ 3,951 Interest expense - net (1,355) (1,887) Other income 150 605 Unallocated corporate expenses and other unallocated charges (3,468) (4,002) Income (loss) before income taxes $ 4,328 $ (1,333) The following table illustrates assets of the Company by segment: March 31, December 31, Rail Products and Services $ 188,517 $ 175,704 Construction Products 112,584 97,133 Tubular and Energy Services 99,485 90,402 Unallocated corporate assets 25,631 20,010 Total $ 426,217 $ 383,249 |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | RevenueRevenue from products or services provided to customers over time accounted for 27.7% and 25.5% of revenue for the three months ended March 31, 2019 and 2018, respectively. Revenue under these long-term agreements is generally recognized over time either using an input measure based upon the proportion of actual costs incurred to estimated total project costs or an input measure based upon actual labor costs as a percentage of estimated total labor costs, depending upon which measure the Company believes best depicts the Company’s performance to date under the terms of the contract. Revenue recognized over time using an input measure was $31,837 and $24,561 for the three months ended March 31, 2019 and 2018, respectively. A certain portion of the Company’s revenue recognized over time under these long-term agreements is recognized using an output method, specifically units delivered, based upon certain customer acceptance and delivery requirements. Revenue recognized over time using an output measure was $9,911 and $6,661 for the three months ended March 31, 2019 and 2018, respectively. As of March 31, 2019 and December 31, 2018, the Company had contract assets of $33,599 and $26,692, respectively, that were recorded in “Inventory” within the Condensed Consolidated Balance Sheets. As of March 31, 2019 and December 31, 2018, the Company had contract liabilities of $3,720 and $1,505, respectively, that were recorded in “Deferred revenue” within the Condensed Consolidated Balance Sheets. The majority of the Company’s revenue is from products transferred and services rendered to customers at a point in time. Point in time revenue accounted for 72.3% and 74.5% of revenue for the three months ended March 31, 2019 and 2018, respectively. The Company recognizes revenue at the point in time at which the customer obtains control of the product or service, which is generally when the product title passes to the customer upon shipment or the service has been rendered to the customer. In limited cases, title does not transfer and revenue is not recognized until the customer has received the products at its physical location. The following table summarizes the Company's net sales by major product and service category: Three Months Ended 2019 2018 Rail Products $ 46,206 $ 36,034 Rail Technologies 29,488 26,136 Rail Products and Services 75,694 62,170 Piling and Fabricated Bridge 23,732 18,861 Precast Concrete Products 13,613 10,039 Construction Products 37,345 28,900 Test, Inspection, and Threading Services 14,724 14,213 Protective Coatings and Measurement Systems 22,706 17,171 Tubular and Energy Services 37,430 31,384 Total net sales $ 150,469 $ 122,454 Net sales by the timing of the transfer of goods and services is as follows: Three Months Ended March 31, 2019 Rail Products and Construction Tubular and Energy Total Point in time $ 56,492 $ 23,095 $ 29,134 $ 108,721 Over time 19,202 14,250 8,296 41,748 Total net sales $ 75,694 $ 37,345 $ 37,430 $ 150,469 Three Months Ended March 31, 2018 Rail Products and Construction Tubular and Energy Total Point in time $ 45,871 $ 18,926 $ 26,435 $ 91,232 Over time 16,299 9,974 4,949 31,222 Total net sales $ 62,170 $ 28,900 $ 31,384 $ 122,454 The timing of revenue recognition, billings, and cash collections results in billed receivables, costs in excess of billings (contract assets, included in “Inventory”), and billings in excess of costs (contract liabilities, included in “Deferred revenue”) on the Condensed Consolidated Balance Sheets. Significant changes in contract assets during the three months ended March 31, 2019 resulted from transfers to receivables from contract assets recognized at the beginning of the period of $11,406. Significant changes in contract liabilities during the three months ended March 31, 2019 resulted from increases of $3,384 due to billings in excess of costs, excluding amounts recognized as revenue during the period, and reductions due to revenue recognized during the three months ended March 31, 2019 and 2018 of $948 and $346, respectively, that was included in the contract liability at the beginning of each period. As of March 31, 2019, the Company had approximately $250,052 of remaining performance obligations, which is also referred to as backlog. Approximately 3.1% of the March 31, 2019 backlog was related to projects that are anticipated to extend beyond March 31, 2020. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The following table presents the goodwill balance by reportable segment: Rail Products and Construction Tubular and Energy Total Balance as of December 31, 2018 $ 14,111 $ 5,147 $ — $ 19,258 Foreign currency translation impact 164 — — 164 Balance as of March 31, 2019 $ 14,275 $ 5,147 $ — $ 19,422 The Company performs goodwill impairment tests annually during the fourth quarter, and also performs interim goodwill impairment tests if it is determined that it is more likely than not that the fair value of a reporting unit is less than the carrying amount. Qualitative factors are assessed to determine whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount. No interim goodwill impairment test was required in connection with the evaluation of qualitative factors as of March 31, 2019. The components of the Company’s intangible assets were as follows: March 31, 2019 Weighted Average Gross Accumulated Net Non-compete agreements 4 $ 1,386 $ (1,139) $ 247 Patents 10 366 (173) 193 Customer relationships 18 37,337 (12,069) 25,268 Trademarks and trade names 15 8,497 (3,657) 4,840 Technology 14 35,688 (17,938) 17,750 $ 83,274 $ (34,976) $ 48,298 December 31, 2018 Weighted Average Gross Accumulated Net Non-compete agreements 4 $ 1,372 $ (1,046) $ 326 Patents 10 358 (165) 193 Customer relationships 18 37,129 (11,388) 25,741 Trademarks and trade names 15 8,481 (3,416) 5,065 Technology 14 35,640 (17,129) 18,511 $ 82,980 $ (33,144) $ 49,836 Intangible assets are amortized over their useful lives, which range from 4 to 25 years, with a total weighted average amortization period of approximately 15 years as of March 31, 2019. Amortization expense was $1,712 and $1,785 for the three months ended March 31, 2019 and 2018, respectively. As of March 31, 2019, estimated amortization expense for the remainder of 2019 and thereafter was as follows: Amortization Expense Remainder of 2019 $ 4,925 2020 5,887 2021 5,852 2022 5,769 2023 5,263 2024 and thereafter 20,602 $ 48,298 |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Mar. 31, 2019 | |
Accounts Receivable Additional Disclosures [Abstract] | |
Accounts Receivable | Accounts ReceivableCredit is extended based upon an evaluation of the customer’s financial condition and, while collateral is not required, the Company periodically receives surety bonds that guarantee payment. Credit terms are consistent with industry standards and practices. The amounts of trade accounts receivable as of March 31, 2019 and December 31, 2018 have been reduced by an allowance for doubtful accounts of $1,014 and $932, respectively. Changes in reserves for uncollectable accounts, which are recorded as part of “Selling and administrative expenses” in the Condensed Consolidated Statements of Operations, resulted in expense of $100 and income of $246 for the three months ended March 31, 2019 and 2018, respectively. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories as of March 31, 2019 and December 31, 2018 are summarized in the following table: March 31, December 31, Finished goods $ 77,449 $ 69,041 Contract assets 33,599 26,692 Work-in-process 7,494 6,940 Raw materials 24,172 21,831 Inventories - net $ 142,714 $ 124,504 Inventories of the Company are valued at average cost or net realizable value, whichever is lower. |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant, and Equipment Property, plant, and equipment as of March 31, 2019 and December 31, 2018 consisted of the following: March 31, December 31, Land $ 12,451 $ 12,440 Improvements to land and leaseholds 17,580 17,610 Buildings 36,387 34,608 Machinery and equipment, including equipment under finance leases 121,658 120,914 Construction in progress 2,434 3,083 Gross property, plant, and equipment 190,510 188,655 Less accumulated depreciation and amortization, including accumulated amortization of finance leases (104,640) (101,798) Property, plant, and equipment - net $ 85,870 $ 86,857 Depreciation expense for the three months ended March 31, 2019 and 2018 was $2,772 and $2,944, respectively. We review our property, plant, and equipment for recoverability whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. We recognize an impairment loss if the carrying amount of a long-lived asset is not recoverable and exceeds its fair value. There were no impairments of property, plant, and equipment during the three months ended March 31, 2019 and 2018. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases, Operating | Leases On January 1, 2019, the Company adopted ASU 2016-02 and all the related amendments using the modified retrospective approach, which resulted in an increase in assets of $13,585 and an increase in current and long-term liabilities of $3,322 and $10,263, respectively. This adoption did not affect our results of operations, cash flows, or covenants of the Amended and Restated Credit Agreement dated March 13, 2015, and as amended by the Second Amendment dated November 7, 2016. This adoption will also have no impact to the covenants of the Third Amended and Restated Credit Agreement dated April 30, 2019. We determine if an arrangement is a lease at its inception. Operating leases are included in “Operating lease right-of-use assets,” “Other current liabilities,” and “Long-term operating lease liabilities” within our Condensed Consolidated Balance Sheets. Finance leases are included in “Property, plant, and equipment - net,” “Current maturities of long-term debt,” and “Long-term debt” in our Condensed Consolidated Balance Sheets. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of the lease payments. We use the implicit rate when readily determinable. The operating lease right-of-use also includes indirect costs incurred and lease payments made prior to the commencement date, less any lease incentives received. Our lease terms may include options to extend or terminate the lease and will be recognized when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components which we account for as a single lease component. Also, for certain equipment leases, we apply a portfolio approach to effectively account for the operating lease right-of-use assets and liabilities. Finance lease and lessor accounting recognition has remained substantially unchanged under ASU 2016-02 and had no impact on the Company's balance sheet, results of operations, or cash flows as a result of the adoption of ASU 2016-02. The Company has operating and finance leases for manufacturing facilities, corporate offices, sales offices, vehicles, and certain equipment. As of March 31, 2019, our leases have remaining lease terms of 1 to 9 years, some of which include options to extend the leases for up to 5 years, and some of which include options to terminate the leases within 1 year. As of March 31, 2019, the Company’s operating leases have a weighted average remaining lease term of 6 years and a weighted average discount rate of 4.9%. As of March 31, 2019, the Company’s finance leases have a weighted average remaining lease term of 1 year and a weighted average discount rate of 4.3%. The balance sheet component of the Company's leases were as follows as of March 31, 2019: March 31, 2019 Operating leases Operating lease right-of-use assets $ 13,116 Other current liabilities $ 3,304 Long-term operating lease liabilities 9,812 Total operating lease liabilities $ 13,116 Finance leases Property, plant, and equipment $ 3,462 Accumulated amortization (2,668) Property, plant, and equipment - net $ 794 Current maturities of long-term debt $ 609 Long-term debt 184 Total finance lease liabilities $ 793 The components of lease expense within the Company's statements of operations were as follows for the three months ended March 31, 2019: March 31, 2019 Finance lease cost: Amortization of finance leases $ 178 Interest on lease liabilities 9 Operating lease cost 916 Sublease income (9) Total lease cost $ 1,094 The cash flow components of the Company's leases were as follows for the three months ended March 31, 2019: March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (1,079) Financing cash flows from finance leases (181) Right-of-use assets obtained in exchange for new lease liabilities: Operating leases $ 447 As of March 31, 2019, estimated annual maturities of lease liabilities for the year ending December 31, 2019 and thereafter are as follows: Operating Leases Finance Leases Remaining 2019 $ 2,729 $ 491 2020 3,068 337 2021 2,223 16 2022 1,750 — 2023 1,405 — 2024 and thereafter 4,332 — Total undiscounted lease payments 15,507 844 Interest (2,391) (51) Total $ 13,116 $ 793 |
Leases, Finance | Leases On January 1, 2019, the Company adopted ASU 2016-02 and all the related amendments using the modified retrospective approach, which resulted in an increase in assets of $13,585 and an increase in current and long-term liabilities of $3,322 and $10,263, respectively. This adoption did not affect our results of operations, cash flows, or covenants of the Amended and Restated Credit Agreement dated March 13, 2015, and as amended by the Second Amendment dated November 7, 2016. This adoption will also have no impact to the covenants of the Third Amended and Restated Credit Agreement dated April 30, 2019. We determine if an arrangement is a lease at its inception. Operating leases are included in “Operating lease right-of-use assets,” “Other current liabilities,” and “Long-term operating lease liabilities” within our Condensed Consolidated Balance Sheets. Finance leases are included in “Property, plant, and equipment - net,” “Current maturities of long-term debt,” and “Long-term debt” in our Condensed Consolidated Balance Sheets. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of the lease payments. We use the implicit rate when readily determinable. The operating lease right-of-use also includes indirect costs incurred and lease payments made prior to the commencement date, less any lease incentives received. Our lease terms may include options to extend or terminate the lease and will be recognized when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components which we account for as a single lease component. Also, for certain equipment leases, we apply a portfolio approach to effectively account for the operating lease right-of-use assets and liabilities. Finance lease and lessor accounting recognition has remained substantially unchanged under ASU 2016-02 and had no impact on the Company's balance sheet, results of operations, or cash flows as a result of the adoption of ASU 2016-02. The Company has operating and finance leases for manufacturing facilities, corporate offices, sales offices, vehicles, and certain equipment. As of March 31, 2019, our leases have remaining lease terms of 1 to 9 years, some of which include options to extend the leases for up to 5 years, and some of which include options to terminate the leases within 1 year. As of March 31, 2019, the Company’s operating leases have a weighted average remaining lease term of 6 years and a weighted average discount rate of 4.9%. As of March 31, 2019, the Company’s finance leases have a weighted average remaining lease term of 1 year and a weighted average discount rate of 4.3%. The balance sheet component of the Company's leases were as follows as of March 31, 2019: March 31, 2019 Operating leases Operating lease right-of-use assets $ 13,116 Other current liabilities $ 3,304 Long-term operating lease liabilities 9,812 Total operating lease liabilities $ 13,116 Finance leases Property, plant, and equipment $ 3,462 Accumulated amortization (2,668) Property, plant, and equipment - net $ 794 Current maturities of long-term debt $ 609 Long-term debt 184 Total finance lease liabilities $ 793 The components of lease expense within the Company's statements of operations were as follows for the three months ended March 31, 2019: March 31, 2019 Finance lease cost: Amortization of finance leases $ 178 Interest on lease liabilities 9 Operating lease cost 916 Sublease income (9) Total lease cost $ 1,094 The cash flow components of the Company's leases were as follows for the three months ended March 31, 2019: March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (1,079) Financing cash flows from finance leases (181) Right-of-use assets obtained in exchange for new lease liabilities: Operating leases $ 447 As of March 31, 2019, estimated annual maturities of lease liabilities for the year ending December 31, 2019 and thereafter are as follows: Operating Leases Finance Leases Remaining 2019 $ 2,729 $ 491 2020 3,068 337 2021 2,223 16 2022 1,750 — 2023 1,405 — 2024 and thereafter 4,332 — Total undiscounted lease payments 15,507 844 Interest (2,391) (51) Total $ 13,116 $ 793 |
Long-Term Debt and Related Mann
Long-Term Debt and Related Manners | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Related Manners | Long-term Debt and Related Matters North America Long-term debt consisted of the following: March 31, December 31, Revolving credit facility $ 89,389 $ 74,008 Capital leases and financing agreements 793 974 Total 90,182 74,982 Less current maturities (609) (629) Long-term portion $ 89,573 $ 74,353 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 modified the Amended and Restated Credit Agreement, which had a maximum revolving credit line of $275,000. The Second Amendment reduced the permitted revolving credit borrowings to $195,000 and provided for additional term loan borrowing of $30,000 (the “Term Loan”). During 2017, the Company paid off the balance of the Term Loan. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Second Amendment or Amended and Restated Credit Agreement filed as Exhibit 10.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 2018, as applicable. The Second Amendment further provided for modifications to the financial covenants as defined in the Amended and Restated Credit Agreement. The Second Amendment eliminated of the Maximum Leverage Ratio covenant through the quarter ended June 30, 2018. After that period, the Maximum Gross Leverage Ratio covenant was 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 ended December 31, 2016 through the quarter ended June 30, 2017, the Minimum EBITDA had to be at least $18,500. For each quarter thereafter, through the quarter ended June 30, 2018, the Minimum EBITDA requirement increased by various increments. On June 30, 2018, the Minimum EBITDA requirement was $31,000. After the quarter ended June 30, 2018, the Minimum EBITDA covenant was eliminated through the remainder 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 was 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 was a Minimum Liquidity covenant which called 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 prohibited from making any future acquisitions. The limitation on permitted annual distributions of dividends or redemptions of the Company’s stock was 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 was 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. As of March 31, 2019, L.B. Foster was in compliance with the Second Amendment’s covenants. The Second Amendment provided 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 was locked into the highest tier of the pricing grid, which provided 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 is 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 is at the prime rate plus 150 basis points on base rate loans or the applicable LIBOR rate plus 250 basis points on Euro rate loans. As of March 31, 2019, L.B. Foster had outstanding letters of credit of approximately $250 and had net available borrowing capacity of $105,361. The maturity date of the facility is March 13, 2020. Subsequent to March 31, 2019, on April 30, 2019, the Company, its domestic subsidiaries, and certain of its Canadian and European subsidiaries (collectively, the “Borrowers”), entered into the Third Amended and Restated Credit Agreement (“Amended Credit Agreement”) with PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank, N.A., and BMO Harris Bank, N.A. This Amended Credit Agreement modifies the prior revolving credit facility which had a maximum credit line of $195,000 and extends the maturity date from March 13, 2020 to April 30, 2024. The Amended Credit Agreement provides for a five-year, revolving credit facility that permits aggregate borrowings of the Borrowers up to $140,000 with a sublimit of the equivalent of $25,000 U.S. dollars that is available to the Canadian and United Kingdom borrowers in the aggregate. The Amended Credit Agreement’s incremental loan feature permits the Company to increase the available revolving borrowings under the facility by up to an additional $50,000 and provides for additional term loan borrowings of up to $25,000 subject to the Company’s receipt of increased commitments from existing or new lenders and the satisfaction of certain conditions. The Company’s and the domestic, Canadian, and United Kingdom guarantors’ (the “Guarantors”) obligations under the Amended Credit Agreement will be secured by the grant of a security interest by the Borrowers and Guarantors in substantially all of the personal property owned by such entities. Additionally, the equity interests in each of the loan parties, other than the Company, and the equity interests held by each loan party in their domestic subsidiaries, will be pledged to the lenders as collateral for the lending obligations. Borrowings under the Amended Credit Agreement will bear interest at rates based upon either the base rate or Euro-rate plus applicable margins. Applicable margins are dictated by the ratio of the Company’s total net indebtedness to the Company’s consolidated EBITDA for four trailing quarters, as defined in the Amended Credit Agreement. The base rate is the highest of (a) the Overnight Bank Funding Rate plus 50 basis points, (b) the Prime Rate, or (c) the Daily Euro-rate plus 100 basis points (each as defined in the Amended Credit Agreement). The base rate and Euro-rate spreads range from 25 to 125 basis points and 125 to 225 basis points, respectively. The Amended Credit Agreement includes three financial covenants: (a) Maximum Gross Leverage Ratio, defined as the Company’s consolidated Indebtedness divided by the Company’s consolidated EBITDA, which must not exceed (i) 3.25 to 1.00 for all testing periods other than during an Acquisition Period, and (ii) 3.50 to 1.00 for all testing periods occurring during an Acquisition Period; (b) Minimum Consolidated Fixed Charge Coverage Ratio, defined as the Company's consolidated EBITDA divided by the Company's Fixed Charges, which must be less than 1.25 to 1.00; and (c) Minimum Working Capital to Revolving Facility Usage Ratio, defined as the sum of the inventory and accounts receivable of the Borrowers and certain other Guarantors divided by Revolving Facility Usage, which must be less than 1.40 to 1.00. The Amended Credit Agreement permits the Company to pay dividends and make distributions and redemptions with respect to its stock provided no event of default or potential default (as defined in the Amended Credit Agreement) has occurred prior to or after giving effect to the dividend, distribution, or redemption. Additionally, the Amended Credit Agreement permits the Company to complete acquisitions so long as (a) no event of default or potential default has occurred prior to or as a result of such acquisition; (b) the liquidity of the Borrowers is not less than $25,000 prior to giving effect to such acquisition; and (c) the aggregate consideration for the acquisition does not exceed: (i) $50,000 per acquisition; (ii) $50,000 in the aggregate for multiple acquisitions entered into during four consecutive quarters; and (iii) $100,000 in the aggregate over the term of the Amended Credit Agreement. Other restrictions exist at all times including, but not limited to, limitations on the Company’s sale of assets and the incurrence by either the Borrowers or the non-borrower subsidiaries of the Company of other indebtedness, guarantees, and liens. 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 $1,955 as of March 31, 2019). 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 variable interest rate on this facility is the financial institution’s base rate plus 250 basis points. Outstanding performance bonds reduce availability under this credit facility. The subsidiary of the Company had no outstanding borrowings under this credit facility as of March 31, 2019. There was approximately $600 in outstanding guarantees (as defined in the underlying agreement) as of March 31, 2019. This credit facility was renewed during the third quarter of 2018 with all underlying terms and conditions remaining unchanged as a result of the renewal. 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 as of March 31, 2019. The subsidiary had available borrowing capacity of $1,355 as of March 31, 2019. Subsequent to March 31, 2019, on April 29, 2019, the credit facility with NatWest Bank was terminated. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company determines the fair value of assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The fair values are based on assumptions that market participants would use when pricing an asset or liability, including assumptions about risk and the risks inherent in valuation techniques and the inputs to valuations. The fair value hierarchy is based on whether the inputs to valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s own assumptions of what market participants would use. The fair value hierarchy includes three levels of inputs that may be used to measure fair value as described below: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. The classification of a financial asset or liability within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. Cash equivalents - Included within “Cash and cash equivalents” are investments in non-domestic term deposits. The carrying amounts approximate fair value because of the short maturity of the instruments. LIBOR-based interest rate swaps - To reduce the impact of interest rate changes on outstanding variable-rate debt, the Company entered into forward starting LIBOR-based interest rate swaps with notional values totaling $50,000. The fair value of the interest rate swaps is based on market-observable forward interest rates and represents the estimated amount that the Company would pay to terminate the agreements. As such, the swap agreements are classified as Level 2 within the fair value hierarchy. As of March 31, 2019, the interest rate swaps were recorded within other current assets. Fair Value Measurements at Reporting Date Fair Value Measurements at Reporting Date March 31, Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs December 31, Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Term deposits $ 16 $ 16 $ — $ — $ 16 $ 16 $ — $ — Interest rate swaps 626 — 626 — 675 — 675 — Total $ 642 $ 16 $ 626 $ — $ 691 $ 16 $ 675 $ — The interest rate swaps are accounted for as cash flow hedges and the objective of the hedges is to offset the expected interest variability on payments associated with the interest rate of our debt. The gains and losses related to the interest rate swaps are reclassified from “Accumulated other comprehensive loss” and included in “Interest expense - net” in our Condensed Consolidated Statements of Operations as the interest expense from our debt is recognized. For the three months ended March 31, 2019 and 2018, we recognized interest income from interest rate swaps of $65 and interest expense of $35, respectively. |
Earnings Per Common Share
Earnings Per Common Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | Earnings Per Common Share (Share amounts in thousands) The following table sets forth the computation of basic and diluted earnings (loss) per common share for the periods indicated: Three Months Ended 2019 2018 Numerator for basic and diluted earnings (loss) per common share: Net income (loss) $ 3,690 $ (1,858) Denominator: Weighted average shares outstanding 10,384 10,351 Denominator for basic earnings (loss) per common share 10,384 10,351 Effect of dilutive securities: Stock compensation plans 63 — Dilutive potential common shares 63 — Denominator for diluted earnings (loss) per common share - adjusted weighted average shares outstanding 10,447 10,351 Basic earnings (loss) per common share $ 0.36 $ (0.18) Diluted earnings (loss) per common share $ 0.35 $ (0.18) |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2019 | |
Share-based Compensation [Abstract] | |
Stock-based Compensation | Stock-based Compensation The Company applies the provisions of ASC 718, “Compensation – Stock Compensation,” to account for the Company’s stock-based compensation. Stock-based compensation cost is measured at the grant date based on the calculated fair value of the award and is recognized over the employees’ requisite service period. The Company recorded stock compensation expense related to restricted stock awards and performance share units of $855 and $1,082 for the three months ended March 31, 2019 and 2018, respectively. As of March 31, 2019, unrecognized compensation expense for unvested awards approximated $6,695. The Company will recognize this expense over the upcoming 4 years through April 2023. Shares issued as a result of vested stock-based compensation awards generally will be from previously issued shares that have been reacquired by the Company and held as treasury stock or authorized and previously unissued common stock. Restricted Stock Awards and Performance Share Units Under the 2006 Omnibus Plan, the Company grants eligible employees restricted stock and performance share units. The forfeitable restricted stock awards granted generally time-vest ratably over a three one three Since May 1, 2017, non-employee directors have been permitted to defer receipt of annual stock awards and equity elected to be received in lieu of quarterly cash compensation. If so elected, these deferred stock units will be issued as common stock six months after separation from their service on the Board of Directors. Since May 2018, there have been no non-employee directors who elected the option to receive deferred stock units of the Company’s common stock in lieu of director cash compensation. During the three months ended March 31, 2019, the Compensation Committee approved the 2019 Performance Share Unit Program and the Executive Annual Incentive Compensation Plan (consisting of cash and equity components). The Compensation Committee also certified the actual performance achievement of participants in the 2016 Performance Share Unit Program. Actual performance resulted in no payout relative to the 2016 Performance Share Unit Program target performance metrics. The following table summarizes the restricted stock awards, deferred stock units, and performance share units activity for the three months ended March 31, 2019: Restricted Deferred Performance Weighted Average Outstanding as of December 31, 2018 191,825 41,774 300,373 $ 18.61 Granted 52,897 — 89,092 17.76 Vested (67,788) — — 15.22 Adjustment for incentive awards not expected to vest — — (17,936) 17.76 Outstanding as of March 31, 2019 176,934 41,774 371,529 $ 19.03 |
Retirement Plans
Retirement Plans | 3 Months Ended |
Mar. 31, 2019 | |
Employee-related Liabilities [Abstract] | |
Retirement Plans | Retirement Plans Retirement Plans The Company has three retirement plans that cover its hourly and salaried employees in the United States: one defined benefit plan, which is frozen, and two defined contribution plans. Employees are eligible to participate in the appropriate plan based on employment classification. The Company’s contributions to the defined benefit and defined contribution plans are governed by the Employee Retirement Income Security Act of 1974 (“ERISA”) and the Company’s policy and investment guidelines applicable to each respective plan. The Company’s policy is to contribute at least the minimum in accordance with the funding standards of ERISA. The Company maintains two defined contribution plans for its employees in Canada, as well as one post-retirement benefit plan. The Company also maintains two defined contribution plans and one defined benefit plan for its employees in the United Kingdom. United States Defined Benefit Plan Net periodic pension costs for the United States defined benefit pension plan for the three months ended March 31, 2019 and 2018 were as follows: Three Months Ended 2019 2018 Interest cost $ 162 $ 155 Expected return on plan assets (180) (213) Recognized net actuarial loss 31 24 Net periodic pension cost (income) $ 13 $ (34) The Company anticipates contributions of $550 to its United States defined benefit pension plan in 2019. United Kingdom Defined Benefit Plan Net periodic pension costs for the United Kingdom defined benefit pension plan for the three months ended March 31, 2019 and 2018 were as follows: Three Months Ended 2019 2018 Interest cost $ 54 $ 53 Expected return on plan assets (62) (72) Amortization of prior service costs and transition amount 11 5 Recognized net actuarial loss 53 49 Net periodic pension cost $ 56 $ 35 United Kingdom regulations require trustees to adopt a prudent approach to funding required contributions to defined benefit pension plans. The Company anticipates contributions of approximately $255 to the United Kingdom pension plan during 2019. For the three months ended March 31, 2019, the Company contributed approximately $64 to the plan. Defined Contribution Plans The Company sponsors six defined contribution plans for hourly and salaried employees across our domestic and international facilities. The following table summarizes the expense associated with the contributions made to these plans: Three Months Ended 2019 2018 United States $ 550 $ 544 Canada 38 33 United Kingdom 107 117 $ 695 $ 694 |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingent Liabilities | Commitments and Contingent Liabilities Product Liability Claims The Company is subject to product warranty claims that arise in the ordinary course of its business. For certain manufactured products, the Company maintains a product warranty accrual which is adjusted on a monthly basis as a percentage of cost of sales. In addition, the product warranty accrual is adjusted periodically based on the identification or resolution of known individual product warranty claims. The following table sets forth the Company’s product warranty accrual: Warranty Liability Balance as of December 31, 2018 $ 2,057 Additions to warranty liability 255 Warranty liability utilized (597) Balance as of March 31, 2019 $ 1,715 Union Pacific Railroad (“UPRR”) Concrete Tie Matter On March 13, 2019, the Company and its subsidiary, CXT entered into a Settlement Agreement (the “Settlement Agreement”) with UPRR to resolve the pending litigation in the matter of Union Pacific Railroad Company v. L.B. Foster Company and CXT Incorporated , Case No. CI 15-564, in the District Court for Douglas County, Nebraska. Under the Settlement Agreement, the Company and CXT will pay UPRR the aggregate amount of $50,000 without pre-judgment interest, which began with a $2,000 immediate payment, and with the remaining $48,000 paid in installments over a six-year period commencing on the effective date of the Settlement Agreement through December 2024 pursuant to a Promissory Note. Additionally, commencing in January 2019 and through December 2024, UPRR agreed to purchase from the Company and its subsidiaries and affiliates, a cumulative total amount of $48,000 of products and services, targeting $8,000 of annual purchases per year beginning in 2019 per letters of intent under the Settlement Agreement. The Settlement Agreement also includes a mutual release of all claims and liability regarding or relating to all CXT pre-stressed concrete railroad ties with no admission of liability and dismissal of the litigation with prejudice. The expected payments under the UPRR Settlement Agreement for the remainder of the year ending December 31, 2019 and thereafter are as follows: Year Ending December 31, Remainder of 2019 $ 8,000 2020 8,000 2021 8,000 2022 8,000 2023 8,000 2024 8,000 Total $ 48,000 Environmental and Legal Proceedings The Company is subject to national, state, foreign, provincial, and/or local laws and regulations relating to the protection of the environment. The Company’s efforts to comply with environmental regulations may have an adverse effect on its future earnings. On June 5, 2017, a General Notice Letter was received from the United States Environmental Protection Agency (“EPA”) indicating that the Company may be a potentially responsible party (“PRP”) regarding the Portland Harbor Superfund Site cleanup along with numerous other companies. By letter dated March 16, 2018, the EPA informed the Company of the proposed schedule for consent decree negotiations to implement the Portland Harbor Superfund Site Record of Decision, with negotiations scheduled to commence by the end of 2019. By letter dated December 17, 2018, the EPA requested that PRPs submit written proposals to perform remedial designs by January 31, 2019 with the expectation that all negotiations for remedial design work will be finalized by June 2019. The net present value and undiscovered costs of the selected remedy are estimated by the EPA to be approximately $1,100,000 and $1,700,000, respectively. 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 that compliance with the present environmental protection laws will have a material adverse effect on the financial condition, results of operations, cash flows, competitive position, or capital expenditures of the Company. As of March 31, 2019 and December 31, 2018, the Company maintained environmental reserves approximating $6,110 and $6,128, respectively. The following table sets forth the Company’s environmental obligation: Environmental liability Balance as of December 31, 2018 $ 6,128 Additions to environmental obligations 2 Environmental obligations utilized (20) Balance as of March 31, 2019 $ 6,110 The Company is also subject to other legal proceedings and claims that arise in the ordinary course of its business. Legal actions are subject to inherent uncertainties, and future events could change management's assessment of the probability or estimated amount of potential losses from pending or threatened legal actions. Based on available information, it is the opinion of management that the ultimate resolution of pending or threatened legal actions, both individually and in the aggregate, will not result in losses having a material adverse effect on the Company's financial position or liquidity as of March 31, 2019. If management believes that, based on available information, it is at least reasonably possible that a material loss (or additional material loss in excess of any accrual) will be incurred in connection with any legal actions, the Company discloses an estimate of the possible loss or range of loss, either individually or in the aggregate, as appropriate, if such an estimate can be made, or discloses that an estimate cannot be made. Based on the Company's assessment as of March 31, 2019, no such disclosures were considered necessary. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesFor the three months ended March 31, 2019 and 2018, the Company recorded an income tax provision of $638 and $525 on pre-tax income of $4,328 and pre-tax loss of $1,333, respectively, for an effective income tax rate of 14.7% and (39.4)%, respectively. The Company's effective tax rate for the three months ended March 31, 2019 differed from the federal statutory rate of 21% primarily due to the realization of a portion of its U.S. deferred tax assets previously offset by a valuation allowance. The Company continued to maintain a full valuation allowance against its U.S. deferred tax assets, which is likely to result in significant variability of the effective tax rate in the current year. Changes in pre-tax income projections and the mix of income across jurisdictions could also impact the effective income tax rate. |
Financial Statements (Policies)
Financial Statements (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all estimates and adjustments (consisting of normal recurring accruals, unless otherwise stated herein) considered necessary for a fair presentation of the financial position of L.B. Foster Company and subsidiaries as of March 31, 2019 and December 31, 2018, and its condensed consolidated statements of operations, its condensed consolidated statements of cash flows and, its condensed consolidated statements of stockholders' equity for the three months ended March 31, 2019 and 2018, have been included. However, actual results could differ from those estimates. The results of operations for interim periods are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. The Condensed Consolidated Balance Sheet as of December 31, 2018 was derived from audited financial statements. This Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. In this Quarterly Report on Form 10-Q, references to “we,” “us,” “our,” and the “Company” refer collectively to L.B. Foster Company and its consolidated subsidiaries. |
Recently issued accounting standards | Recently Issued Accounting Standards In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. (“ASU”) 2018-15, "Intangibles - Goodwill and Other - Internal-Use Software" (“ASU 2018-15”). The ASU requires capitalization of certain implementation costs incurred in a cloud computing arrangement that qualifies as a service contract. The amendments in the ASU are effective for fiscal years beginning after December 15, 2019 and for interim periods therein with early adoption permitted. The Company is currently evaluating the potential impact of the ASU on its consolidated financial statements. Recently Adopted Accounting Standards In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). The new accounting requirements include the accounting for, presentation of, and classification of leases. The guidance resulted in most leases being capitalized as a right-of-use asset with a related balance sheet liability. The requirements of the new standard are effective for annual reporting periods beginning after December 15, 2018, and interim periods within those annual periods. The Company adopted the provisions of ASU 2016-02 on January 1, 2019, using the modified retrospective approach as of the beginning of the period of adoption. Additionally, the Company has elected to apply the practical expedient package for leases that commenced prior to the effective date, not to apply the recognition requirements in the standard to short-term leases, and not to separate non-lease components from lease components. The Company has presented the disclosures required by ASU 2016-02 in Note 8. In February 2018, the FASB issued ASU 2018-02, “Income Statement – Reporting Comprehensive Income; Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” (“ASU 2018-02”), which allows companies to reclassify stranded tax effects caused by the US Tax Cuts and Jobs Act (the “Tax Act”) from accumulated other comprehensive income to retained earnings. The amendments eliminate the stranded tax effects resulting from the Tax Act and improve the usefulness of information reported to financial statement users. However, because the amendments only relate to the reclassification of the income tax effects of the Tax Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected. The Company adopted ASU 2018-02 during the first quarter of 2019 and has chosen to record the reclassification as of the beginning of the period of adoption. As a result of adopting this standard, we reclassified stranded tax effects of $633 from Accumulated other comprehensive loss to Retained earnings. The SEC Disclosure Update and Simplification release announces the SEC's adoption of certain amendments in August 2018. While most of the amendments eliminate outdated or duplicative disclosure requirements, the final rule amends the interim financial statement requirements to require a reconciliation of changes in stockholders’ equity in the notes to the financial statements or as a separate statement. This analysis should reconcile the beginning balance to the ending balance of each caption in stockholders’ equity for each period for which an income statement is required to be filed and comply with the remaining content requirements of Rule 3-04 of Regulation S-X. As a result, registrants are required to provide the reconciliation for both the comparable quarterly and year-to-date periods in its Quarterly Report on Form 10-Q but only for the year-to-date periods in registration statements, beginning in the first quarter of 2019. The Company has included the reconciliation of changes in stockholders’ equity as a separate statement. |
Inventory | Inventories of the Company are valued at average cost or net realizable value, whichever is lower. |
Share based compensation | The Company applies the provisions of ASC 718, “Compensation – Stock Compensation,” to account for the Company’s stock-based compensation. Stock-based compensation cost is measured at the grant date based on the calculated fair value of the award and is recognized over the employees’ requisite service period |
Business Segments (Tables)
Business Segments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Reconciliation of Revenue from Segments to Consolidated | The following table illustrates the Company's revenues and profit from operations by segment for the periods indicated: Three Months Ended Three Months Ended Net Sales Segment Profit Net Sales Segment Profit Rail Products and Services $ 75,694 $ 3,479 $ 62,170 $ 2,048 Construction Products 37,345 834 28,900 18 Tubular and Energy Services 37,430 4,688 31,384 1,885 Total $ 150,469 $ 9,001 $ 122,454 $ 3,951 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | The following table provides a reconciliation of segment net profit from operations to the Company’s consolidated total: Three Months Ended 2019 2018 Profit for reportable segments $ 9,001 $ 3,951 Interest expense - net (1,355) (1,887) Other income 150 605 Unallocated corporate expenses and other unallocated charges (3,468) (4,002) Income (loss) before income taxes $ 4,328 $ (1,333) |
Reconciliation of Assets from Segment to Consolidated | The following table illustrates assets of the Company by segment: March 31, December 31, Rail Products and Services $ 188,517 $ 175,704 Construction Products 112,584 97,133 Tubular and Energy Services 99,485 90,402 Unallocated corporate assets 25,631 20,010 Total $ 426,217 $ 383,249 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table summarizes the Company's net sales by major product and service category: Three Months Ended 2019 2018 Rail Products $ 46,206 $ 36,034 Rail Technologies 29,488 26,136 Rail Products and Services 75,694 62,170 Piling and Fabricated Bridge 23,732 18,861 Precast Concrete Products 13,613 10,039 Construction Products 37,345 28,900 Test, Inspection, and Threading Services 14,724 14,213 Protective Coatings and Measurement Systems 22,706 17,171 Tubular and Energy Services 37,430 31,384 Total net sales $ 150,469 $ 122,454 Net sales by the timing of the transfer of goods and services is as follows: Three Months Ended March 31, 2019 Rail Products and Construction Tubular and Energy Total Point in time $ 56,492 $ 23,095 $ 29,134 $ 108,721 Over time 19,202 14,250 8,296 41,748 Total net sales $ 75,694 $ 37,345 $ 37,430 $ 150,469 Three Months Ended March 31, 2018 Rail Products and Construction Tubular and Energy Total Point in time $ 45,871 $ 18,926 $ 26,435 $ 91,232 Over time 16,299 9,974 4,949 31,222 Total net sales $ 62,170 $ 28,900 $ 31,384 $ 122,454 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table presents the goodwill balance by reportable segment: Rail Products and Construction Tubular and Energy Total Balance as of December 31, 2018 $ 14,111 $ 5,147 $ — $ 19,258 Foreign currency translation impact 164 — — 164 Balance as of March 31, 2019 $ 14,275 $ 5,147 $ — $ 19,422 |
Schedule of Intangible Assets | The components of the Company’s intangible assets were as follows: March 31, 2019 Weighted Average Gross Accumulated Net Non-compete agreements 4 $ 1,386 $ (1,139) $ 247 Patents 10 366 (173) 193 Customer relationships 18 37,337 (12,069) 25,268 Trademarks and trade names 15 8,497 (3,657) 4,840 Technology 14 35,688 (17,938) 17,750 $ 83,274 $ (34,976) $ 48,298 December 31, 2018 Weighted Average Gross Accumulated Net Non-compete agreements 4 $ 1,372 $ (1,046) $ 326 Patents 10 358 (165) 193 Customer relationships 18 37,129 (11,388) 25,741 Trademarks and trade names 15 8,481 (3,416) 5,065 Technology 14 35,640 (17,129) 18,511 $ 82,980 $ (33,144) $ 49,836 |
Estimated Future Amortization | As of March 31, 2019, estimated amortization expense for the remainder of 2019 and thereafter was as follows: Amortization Expense Remainder of 2019 $ 4,925 2020 5,887 2021 5,852 2022 5,769 2023 5,263 2024 and thereafter 20,602 $ 48,298 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories as of March 31, 2019 and December 31, 2018 are summarized in the following table: March 31, December 31, Finished goods $ 77,449 $ 69,041 Contract assets 33,599 26,692 Work-in-process 7,494 6,940 Raw materials 24,172 21,831 Inventories - net $ 142,714 $ 124,504 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant, and equipment as of March 31, 2019 and December 31, 2018 consisted of the following: March 31, December 31, Land $ 12,451 $ 12,440 Improvements to land and leaseholds 17,580 17,610 Buildings 36,387 34,608 Machinery and equipment, including equipment under finance leases 121,658 120,914 Construction in progress 2,434 3,083 Gross property, plant, and equipment 190,510 188,655 Less accumulated depreciation and amortization, including accumulated amortization of finance leases (104,640) (101,798) Property, plant, and equipment - net $ 85,870 $ 86,857 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Balance Sheet Locations | The balance sheet component of the Company's leases were as follows as of March 31, 2019: March 31, 2019 Operating leases Operating lease right-of-use assets $ 13,116 Other current liabilities $ 3,304 Long-term operating lease liabilities 9,812 Total operating lease liabilities $ 13,116 Finance leases Property, plant, and equipment $ 3,462 Accumulated amortization (2,668) Property, plant, and equipment - net $ 794 Current maturities of long-term debt $ 609 Long-term debt 184 Total finance lease liabilities $ 793 |
Components of Lease Cost | The components of lease expense within the Company's statements of operations were as follows for the three months ended March 31, 2019: March 31, 2019 Finance lease cost: Amortization of finance leases $ 178 Interest on lease liabilities 9 Operating lease cost 916 Sublease income (9) Total lease cost $ 1,094 The cash flow components of the Company's leases were as follows for the three months ended March 31, 2019: March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (1,079) Financing cash flows from finance leases (181) Right-of-use assets obtained in exchange for new lease liabilities: Operating leases $ 447 |
Estimated Annual Maturities, Operating | As of March 31, 2019, estimated annual maturities of lease liabilities for the year ending December 31, 2019 and thereafter are as follows: Operating Leases Finance Leases Remaining 2019 $ 2,729 $ 491 2020 3,068 337 2021 2,223 16 2022 1,750 — 2023 1,405 — 2024 and thereafter 4,332 — Total undiscounted lease payments 15,507 844 Interest (2,391) (51) Total $ 13,116 $ 793 |
Estimated Annual Maturities, Finance | As of March 31, 2019, estimated annual maturities of lease liabilities for the year ending December 31, 2019 and thereafter are as follows: Operating Leases Finance Leases Remaining 2019 $ 2,729 $ 491 2020 3,068 337 2021 2,223 16 2022 1,750 — 2023 1,405 — 2024 and thereafter 4,332 — Total undiscounted lease payments 15,507 844 Interest (2,391) (51) Total $ 13,116 $ 793 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt consisted of the following: March 31, December 31, Revolving credit facility $ 89,389 $ 74,008 Capital leases and financing agreements 793 974 Total 90,182 74,982 Less current maturities (609) (629) Long-term portion $ 89,573 $ 74,353 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Fair Value Measurements at Reporting Date Fair Value Measurements at Reporting Date March 31, Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs December 31, Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Term deposits $ 16 $ 16 $ — $ — $ 16 $ 16 $ — $ — Interest rate swaps 626 — 626 — 675 — 675 — Total $ 642 $ 16 $ 626 $ — $ 691 $ 16 $ 675 $ — |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | (Share amounts in thousands) The following table sets forth the computation of basic and diluted earnings (loss) per common share for the periods indicated: Three Months Ended 2019 2018 Numerator for basic and diluted earnings (loss) per common share: Net income (loss) $ 3,690 $ (1,858) Denominator: Weighted average shares outstanding 10,384 10,351 Denominator for basic earnings (loss) per common share 10,384 10,351 Effect of dilutive securities: Stock compensation plans 63 — Dilutive potential common shares 63 — Denominator for diluted earnings (loss) per common share - adjusted weighted average shares outstanding 10,447 10,351 Basic earnings (loss) per common share $ 0.36 $ (0.18) Diluted earnings (loss) per common share $ 0.35 $ (0.18) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Share-based Compensation [Abstract] | |
Schedule of Nonvested Share Activity | The following table summarizes the restricted stock awards, deferred stock units, and performance share units activity for the three months ended March 31, 2019: Restricted Deferred Performance Weighted Average Outstanding as of December 31, 2018 191,825 41,774 300,373 $ 18.61 Granted 52,897 — 89,092 17.76 Vested (67,788) — — 15.22 Adjustment for incentive awards not expected to vest — — (17,936) 17.76 Outstanding as of March 31, 2019 176,934 41,774 371,529 $ 19.03 |
Retirement Plans (Tables)
Retirement Plans (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Defined Benefit Plan Disclosure | |
Schedule of Costs of Retirement Plans | The following table summarizes the expense associated with the contributions made to these plans: Three Months Ended 2019 2018 United States $ 550 $ 544 Canada 38 33 United Kingdom 107 117 $ 695 $ 694 |
Pension Plan | United States | |
Defined Benefit Plan Disclosure | |
Schedule of Net Benefit Costs | Net periodic pension costs for the United States defined benefit pension plan for the three months ended March 31, 2019 and 2018 were as follows: Three Months Ended 2019 2018 Interest cost $ 162 $ 155 Expected return on plan assets (180) (213) Recognized net actuarial loss 31 24 Net periodic pension cost (income) $ 13 $ (34) |
Pension Plan | United Kingdom | |
Defined Benefit Plan Disclosure | |
Schedule of Net Benefit Costs | Net periodic pension costs for the United Kingdom defined benefit pension plan for the three months ended March 31, 2019 and 2018 were as follows: Three Months Ended 2019 2018 Interest cost $ 54 $ 53 Expected return on plan assets (62) (72) Amortization of prior service costs and transition amount 11 5 Recognized net actuarial loss 53 49 Net periodic pension cost $ 56 $ 35 |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Product Warranty Liability | The following table sets forth the Company’s product warranty accrual: Warranty Liability Balance as of December 31, 2018 $ 2,057 Additions to warranty liability 255 Warranty liability utilized (597) Balance as of March 31, 2019 $ 1,715 |
Schedule Of Future Payments Of Legal Settlements | The expected payments under the UPRR Settlement Agreement for the remainder of the year ending December 31, 2019 and thereafter are as follows: Year Ending December 31, Remainder of 2019 $ 8,000 2020 8,000 2021 8,000 2022 8,000 2023 8,000 2024 8,000 Total $ 48,000 |
Environmental Loss Contingencies | The following table sets forth the Company’s environmental obligation: Environmental liability Balance as of December 31, 2018 $ 6,128 Additions to environmental obligations 2 Environmental obligations utilized (20) Balance as of March 31, 2019 $ 6,110 |
Financial Statements (Narrative
Financial Statements (Narratives) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle | |||
Operating lease right of use assets | $ 13,116 | ||
Lease liability current | 3,304 | ||
Operating lease liability, noncurrent | 9,812 | $ 0 | |
Accumulated other comprehensive loss | (21,704) | (22,191) | |
Retained earnings | $ 118,647 | $ 114,324 | |
ASU 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle | |||
Operating lease right of use assets | $ 13,585 | ||
Lease liability current | 3,322 | ||
Operating lease liability, noncurrent | 10,263 | ||
ASU 2018-02 | Reclassified | |||
New Accounting Pronouncements or Change in Accounting Principle | |||
Accumulated other comprehensive loss | (633) | ||
Retained earnings | $ 633 |
Business Segments (Reconciliati
Business Segments (Reconciliation of Revenue from Segments to Consolidated) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting Information | ||
Total net sales | $ 150,469 | $ 122,454 |
Segment Profit | 9,001 | 3,951 |
Rail Products and Services | ||
Segment Reporting Information | ||
Total net sales | 75,694 | 62,170 |
Construction Products | ||
Segment Reporting Information | ||
Total net sales | 37,345 | 28,900 |
Tubular and Energy Services | ||
Segment Reporting Information | ||
Total net sales | 37,430 | 31,384 |
Operating Segments | ||
Segment Reporting Information | ||
Total net sales | 150,469 | 122,454 |
Segment Profit | 9,001 | 3,951 |
Operating Segments | Rail Products and Services | ||
Segment Reporting Information | ||
Total net sales | 75,694 | 62,170 |
Segment Profit | 3,479 | 2,048 |
Operating Segments | Construction Products | ||
Segment Reporting Information | ||
Total net sales | 37,345 | 28,900 |
Segment Profit | 834 | 18 |
Operating Segments | Tubular and Energy Services | ||
Segment Reporting Information | ||
Total net sales | 37,430 | 31,384 |
Segment Profit | $ 4,688 | $ 1,885 |
Business Segments (Reconcilia_2
Business Segments (Reconciliation of Operating Profit (Loss) from Segments to Consolidated) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting [Abstract] | ||
Profit for reportable segments | $ 9,001 | $ 3,951 |
Other income | 150 | 605 |
Unallocated corporate expenses and other unallocated charges | (3,468) | (4,002) |
Income (loss) before income taxes | $ 4,328 | $ (1,333) |
Business Segments (Reconcilia_3
Business Segments (Reconciliation of Assets from Segment to Consolidated) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Segment Reporting Information | ||
Assets | $ 426,217 | $ 383,249 |
Operating Segments | Rail Products and Services | ||
Segment Reporting Information | ||
Assets | 188,517 | 175,704 |
Operating Segments | Construction Products | ||
Segment Reporting Information | ||
Assets | 112,584 | 97,133 |
Operating Segments | Tubular and Energy Services | ||
Segment Reporting Information | ||
Assets | 99,485 | 90,402 |
Unallocated corporate assets | ||
Segment Reporting Information | ||
Assets | $ 25,631 | $ 20,010 |
Business Segments - Narratives
Business Segments - Narratives (Details) | 3 Months Ended |
Mar. 31, 2019segment | |
Segment Reporting [Abstract] | |
Operating segments | 3 |
Revenue (Narratives) (Details)
Revenue (Narratives) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |||
Revenue remaining performance obligation | $ 250,052 | ||
Disaggregation of Revenue | |||
Total net sales | 150,469 | $ 122,454 | |
Contract with customer, assets | 33,599 | $ 26,692 | |
Contract with customer, liability | 3,720 | $ 1,505 | |
Contract assets transferred to receivables | 11,406 | ||
Revenue recognized from contract liability | 948 | $ 346 | |
Cash proceeds from liability contract | $ 3,384 | ||
Over time | |||
Disaggregation of Revenue | |||
Customer revenue transferred over-time (percentage) | 27.70% | 25.50% | |
Total net sales | $ 41,748 | $ 31,222 | |
Over time | Performance Based | |||
Disaggregation of Revenue | |||
Total net sales | 31,837 | 24,561 | |
Over time | Delivery Based | |||
Disaggregation of Revenue | |||
Total net sales | $ 9,911 | $ 6,661 | |
Point in time | |||
Disaggregation of Revenue | |||
Customer revenue transferred over-time (percentage) | 72.30% | 74.50% | |
Total net sales | $ 108,721 | $ 91,232 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |||
Revenue remaining performance obligation (percentage) | 3.10% | ||
Performance obligations expected to be satisfied, expected timing | 12 months |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation of Revenue | ||
Total net sales | $ 150,469 | $ 122,454 |
Rail Products and Services | ||
Disaggregation of Revenue | ||
Total net sales | 75,694 | 62,170 |
Rail Products and Services | Rail Products | ||
Disaggregation of Revenue | ||
Total net sales | 46,206 | 36,034 |
Rail Products and Services | Rail Technologies | ||
Disaggregation of Revenue | ||
Total net sales | 29,488 | 26,136 |
Construction Products | ||
Disaggregation of Revenue | ||
Total net sales | 37,345 | 28,900 |
Construction Products | Piling and Fabricated Bridge | ||
Disaggregation of Revenue | ||
Total net sales | 23,732 | 18,861 |
Construction Products | Precast Concrete Products | ||
Disaggregation of Revenue | ||
Total net sales | 13,613 | 10,039 |
Tubular and Energy Services | ||
Disaggregation of Revenue | ||
Total net sales | 37,430 | 31,384 |
Tubular and Energy Services | Test, Inspection, and Threading Services | ||
Disaggregation of Revenue | ||
Total net sales | 14,724 | 14,213 |
Tubular and Energy Services | Protective Coatings and Measurement Systems | ||
Disaggregation of Revenue | ||
Total net sales | $ 22,706 | $ 17,171 |
Revenue (Timing of Transfer) (D
Revenue (Timing of Transfer) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation of Revenue | ||
Total net sales | $ 150,469 | $ 122,454 |
Point in time | ||
Disaggregation of Revenue | ||
Total net sales | 108,721 | 91,232 |
Over time | ||
Disaggregation of Revenue | ||
Total net sales | 41,748 | 31,222 |
Rail Products and Services | ||
Disaggregation of Revenue | ||
Total net sales | 75,694 | 62,170 |
Rail Products and Services | Point in time | ||
Disaggregation of Revenue | ||
Total net sales | 56,492 | 45,871 |
Rail Products and Services | Over time | ||
Disaggregation of Revenue | ||
Total net sales | 19,202 | 16,299 |
Construction Products | ||
Disaggregation of Revenue | ||
Total net sales | 37,345 | 28,900 |
Construction Products | Point in time | ||
Disaggregation of Revenue | ||
Total net sales | 23,095 | 18,926 |
Construction Products | Over time | ||
Disaggregation of Revenue | ||
Total net sales | 14,250 | 9,974 |
Tubular and Energy Services | ||
Disaggregation of Revenue | ||
Total net sales | 37,430 | 31,384 |
Tubular and Energy Services | Point in time | ||
Disaggregation of Revenue | ||
Total net sales | 29,134 | 26,435 |
Tubular and Energy Services | Over time | ||
Disaggregation of Revenue | ||
Total net sales | $ 8,296 | $ 4,949 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Amortization expense | $ 1,712 | $ 1,785 |
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 Intangible_4
Goodwill and Other Intangible Assets (Schedule of Goodwill) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Goodwill | |
Goodwill, beginning balance | $ 19,258 |
Foreign currency translation impact | 164 |
Goodwill, ending balance | 19,422 |
Rail Products and Services | |
Goodwill | |
Goodwill, beginning balance | 14,111 |
Foreign currency translation impact | 164 |
Goodwill, ending balance | 14,275 |
Construction Products | |
Goodwill | |
Goodwill, beginning balance | 5,147 |
Foreign currency translation impact | 0 |
Goodwill, ending balance | 5,147 |
Tubular and Energy Services | |
Goodwill | |
Goodwill, beginning balance | 0 |
Foreign currency translation impact | 0 |
Goodwill, ending balance | $ 0 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets (Schedule of Intangible Assets) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets | ||
Gross Carrying Value | $ 83,274 | $ 82,980 |
Accumulated Amortization | (34,976) | (33,144) |
Net Carrying Amount | 48,298 | 49,836 |
Non-compete agreements | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Value | 1,386 | 1,372 |
Accumulated Amortization | (1,139) | (1,046) |
Net Carrying Amount | 247 | 326 |
Patents | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Value | 366 | 358 |
Accumulated Amortization | (173) | (165) |
Net Carrying Amount | 193 | 193 |
Customer relationships | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Value | 37,337 | 37,129 |
Accumulated Amortization | (12,069) | (11,388) |
Net Carrying Amount | 25,268 | 25,741 |
Trademarks and trade names | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Value | 8,497 | 8,481 |
Accumulated Amortization | (3,657) | (3,416) |
Net Carrying Amount | 4,840 | 5,065 |
Technology | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Value | 35,688 | 35,640 |
Accumulated Amortization | (17,938) | (17,129) |
Net Carrying Amount | $ 17,750 | $ 18,511 |
Weighted Average | ||
Finite-Lived Intangible Assets | ||
Weighted Average Amortization Period In Years | 15 years | |
Weighted Average | Non-compete agreements | ||
Finite-Lived Intangible Assets | ||
Weighted Average Amortization Period In Years | 4 years | 4 years |
Weighted Average | Patents | ||
Finite-Lived Intangible Assets | ||
Weighted Average Amortization Period In Years | 10 years | 10 years |
Weighted Average | Customer relationships | ||
Finite-Lived Intangible Assets | ||
Weighted Average Amortization Period In Years | 18 years | 18 years |
Weighted Average | Trademarks and trade names | ||
Finite-Lived Intangible Assets | ||
Weighted Average Amortization Period In Years | 15 years | 15 years |
Weighted Average | Technology | ||
Finite-Lived Intangible Assets | ||
Weighted Average Amortization Period In Years | 14 years | 14 years |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets (Schedule of Expected Amortization Expense) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2019 | $ 4,925 | |
2020 | 5,887 | |
2021 | 5,852 | |
2022 | 5,769 | |
2023 | 5,263 | |
2024 and thereafter | 20,602 | |
Net Carrying Amount | $ 48,298 | $ 49,836 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2017 | |
Accounts Receivable Additional Disclosures [Abstract] | |||
Allowance doubtful accounts, receivables | $ 1,014 | $ 932 | |
Reserve for uncollectable accounts | $ 100 | $ (246) |
Inventories (Schedule of Invent
Inventories (Schedule of Inventory) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 77,449 | $ 69,041 |
Contract assets | 33,599 | 26,692 |
Work-in-process | 7,494 | 6,940 |
Raw materials | 24,172 | 21,831 |
Inventories - net | $ 142,714 | $ 124,504 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Property, Plant and Equipment | |||
Property, plant and equipment - gross | $ 190,510,000 | $ 188,655,000 | |
Less accumulated depreciation and amortization, including accumulated amortization of finance leases | (104,640,000) | (101,798,000) | |
Property, plant, and equipment - net | 85,870,000 | 86,857,000 | |
Depreciation | 2,772,000 | $ 2,944,000 | |
Asset impairment | 0 | $ 0 | |
Land | |||
Property, Plant and Equipment | |||
Property, plant and equipment - gross | 12,451,000 | 12,440,000 | |
Improvements to land and leaseholds | |||
Property, Plant and Equipment | |||
Property, plant and equipment - gross | 17,580,000 | 17,610,000 | |
Buildings | |||
Property, Plant and Equipment | |||
Property, plant and equipment - gross | 36,387,000 | 34,608,000 | |
Machinery and equipment, including equipment under finance leases | |||
Property, Plant and Equipment | |||
Property, plant and equipment - gross | 121,658,000 | 120,914,000 | |
Construction in progress | |||
Property, Plant and Equipment | |||
Property, plant and equipment - gross | $ 2,434,000 | $ 3,083,000 |
Leases - Narratives (Details)
Leases - Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | |
Lessee, Lease, Description | |||
Operating lease right of use assets | $ 13,116 | ||
Lease liability current | 3,304 | ||
Operating lease liability, noncurrent | $ 9,812 | $ 0 | |
Lease renewal term | 5 years | ||
Lease termination period | 1 year | ||
Operating lease, weighted average lease term | 6 years | ||
Operating lease, weighted average discount rate (percent) | 4.90% | ||
Finance lease, weighted average lease term | 1 year | ||
Finance lease, weighted average discount rate (percent) | 4.30% | ||
Minimum | |||
Lessee, Lease, Description | |||
Lease term | 1 year | ||
Maximum | |||
Lessee, Lease, Description | |||
Lease term | 9 years | ||
ASU 2016-02 | |||
Lessee, Lease, Description | |||
Operating lease right of use assets | $ 13,585 | ||
Lease liability current | 3,322 | ||
Operating lease liability, noncurrent | $ 10,263 |
Leases - Balance Sheet Location
Leases - Balance Sheet Location (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Operating leases | ||
Operating lease right of use assets | $ 13,116 | |
Operating lease liability, current | 3,304 | |
Operating lease liability, noncurrent | 9,812 | $ 0 |
Total operating lease liabilities | 13,116 | |
Finance leases | ||
Property, plant, and equipment | 3,462 | |
Accumulated amortization | (2,668) | |
Property, plant, and equipment - net | 794 | |
Finance lease liability, current | 609 | |
Finance lease liability, noncurrent | 184 | |
Total finance lease liabilities | $ 793 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Amortization of finance leases | $ 178 |
Interest on lease liabilities | 9 |
Operating lease cost | 916 |
Sublease income | (9) |
Total lease cost | $ 1,094 |
Leases - Cash Flow Components (
Leases - Cash Flow Components (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating cash flows from operating leases | $ (1,079) |
Financing cash flows from finance leases | (181) |
Right-of-use asset obtained in exchange for operating lease liability | $ 447 |
Leases - Estimated Annual Matur
Leases - Estimated Annual Maturities (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Operating Leases | |
Remaining 2019 | $ 2,729 |
2020 | 3,068 |
2021 | 2,223 |
2022 | 1,750 |
2023 | 1,405 |
2024 and thereafter | 4,332 |
Total future lease payments, operating lease | 15,507 |
Interest | (2,391) |
Total | 13,116 |
Finance Leases | |
Remaining 2019 | 491 |
2020 | 337 |
2021 | 16 |
2022 | 0 |
2023 | 0 |
2024 and thereafter | 0 |
Total future lease payments, financing lease | 844 |
Interest | (51) |
Total | $ 793 |
Long-Term Debt (Schedule of Lon
Long-Term Debt (Schedule of Long-term Debt Instruments) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Revolving credit facility | $ 89,389 | $ 74,008 |
Capital leases and financing agreements | 793 | 974 |
Total | 90,182 | 74,982 |
Less current maturities | (609) | (629) |
Long-term portion | $ 89,573 | $ 74,353 |
Long-Term Debt (Narrative - Nor
Long-Term Debt (Narrative - North America) (Details) | Apr. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Nov. 07, 2016USD ($) | Jun. 29, 2016USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2017 | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2018USD ($) |
Line of Credit Facility | |||||||||
Line of credit facility, amount outstanding | $ 89,389,000 | $ 74,008,000 | |||||||
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 of credit facility, maximum borrowing capacity | $ 195,000,000 | $ 275,000,000 | |||||||
Term loan | $ 30,000,000 | ||||||||
Leverage ratio in seventh quarter | 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 | ||||||||
Fixed charge coverage ratio | 1 | ||||||||
Fixed charge coverage ratio after fifth quarter | 1.25 | ||||||||
Liquidity covenant | $ 25,000,000 | ||||||||
Maximum dividends 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 | |||||||||
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 | |||||||||
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 | |||||||||
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 | |||||||||
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 | Revolving Credit Facility | |||||||||
Line of Credit Facility | |||||||||
Line of credit facility, amount outstanding | $ 250,000 | ||||||||
Line of credit facility, current borrowing capacity | $ 105,361,000 | ||||||||
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 | Subsequent Event | |||||||||
Line of Credit Facility | |||||||||
Line of credit facility, maximum borrowing capacity | $ 140,000,000 | ||||||||
Liquidity covenant | $ 25,000,000 | ||||||||
Debt instrument term | 5 years | ||||||||
Potential increase to borrowing capacity | $ 50,000,000 | ||||||||
Maximum growth leverage ratio | 3.25 | ||||||||
Maximum growth leverage ratio during acquisition period | 3.50 | ||||||||
Minimum consolidated fixed charge coverage ratio | 1.25 | ||||||||
Minimum working capital to revolving facility usage ratio | 1.40 | ||||||||
Acquisition consideration threshold, per acquisition | $ 50,000,000 | ||||||||
Aggregate acquisition threshold for four consecutive periods where acquisitions occurred | 50,000,000 | ||||||||
Aggregate acquisition consideration threshold | 100,000,000 | ||||||||
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 | Subsequent Event | Foreign Sublimit | |||||||||
Line of Credit Facility | |||||||||
Line of credit facility, maximum borrowing capacity | 25,000,000 | ||||||||
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company | Revolving Credit Facility | Subsequent Event | Term Loan | |||||||||
Line of Credit Facility | |||||||||
Line of credit facility, current borrowing capacity | $ 25,000,000 | ||||||||
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company | Revolving Credit Facility | Euro-rate | Subsequent Event | |||||||||
Line of Credit Facility | |||||||||
Debt instrument, basis spread on variable rate | 1.00% | ||||||||
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company | Revolving Credit Facility | Euro-rate | Subsequent Event | Minimum | |||||||||
Line of Credit Facility | |||||||||
Debt instrument, basis spread on variable rate | 1.25% | ||||||||
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company | Revolving Credit Facility | Euro-rate | Subsequent Event | Maximum | |||||||||
Line of Credit Facility | |||||||||
Debt instrument, basis spread on variable rate | 2.25% | ||||||||
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company | Revolving Credit Facility | Base Rate | Subsequent Event | Minimum | |||||||||
Line of Credit Facility | |||||||||
Debt instrument, basis spread on variable rate | 0.25% | ||||||||
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company | Revolving Credit Facility | Base Rate | Subsequent Event | Maximum | |||||||||
Line of Credit Facility | |||||||||
Debt instrument, basis spread on variable rate | 1.25% | ||||||||
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company | Revolving Credit Facility | Overnight Bank Funding Rate | Subsequent Event | |||||||||
Line of Credit Facility | |||||||||
Debt instrument, basis spread on variable rate | 0.50% |
Long-Term Debt (Narrative - Uni
Long-Term Debt (Narrative - United Kingdom) (Details) | 3 Months Ended | ||
Mar. 31, 2019GBP (£) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Line of Credit Facility | |||
Line of credit facility, amount outstanding | $ 89,389,000 | $ 74,008,000 | |
Foreign Line of Credit | Natwest Bank | |||
Line of Credit Facility | |||
Line of credit facility, maximum borrowing capacity | £ 1,500,000 | 1,955,000 | |
Line of credit facility, amount outstanding | 0 | ||
Line of credit facility, current borrowing capacity | 1,355,000 | ||
Foreign Line of Credit | Natwest Bank | Base Rate | |||
Line of Credit Facility | |||
Debt instrument, basis spread on variable rate | 2.50% | ||
Foreign Line of Credit | Natwest Bank Outstanding Guarantees | |||
Line of Credit Facility | |||
Line of credit facility, amount outstanding | $ 600,000 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - Swap - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Derivative, notional amount | $ 50,000 | |
Interest income | $ 65 | |
Interest Expense | $ 35 |
Fair Value Measurements (Schedu
Fair Value Measurements (Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Term deposits | $ 16 | $ 16 |
Interest rate swaps | 626 | 675 |
Total | 642 | 691 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Term deposits | 16 | 16 |
Interest rate swaps | 0 | 0 |
Total | 16 | 16 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Term deposits | 0 | 0 |
Interest rate swaps | 626 | 675 |
Total | 626 | 675 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Term deposits | 0 | 0 |
Interest rate swaps | 0 | 0 |
Total | $ 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 | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Numerator for basic and diluted earnings (loss) per common share: | ||
Net income (loss) | $ 3,690 | $ (1,858) |
Denominator: | ||
Weighted average shares outstanding (shares) | 10,384 | 10,351 |
Denominator for basic earnings per common share (shares) | 10,384 | 10,351 |
Effect of dilutive securities: | ||
Other stock compensation plans (shares) | 63 | 0 |
Dilutive potential common shares (shares) | 63 | 0 |
Denominator for diluted earnings (loss) per common share - adjusted weighted average shares outstanding (shares) | 10,447 | 10,351 |
Basic earnings (loss) per common share (usd per share) | $ 0.36 | $ (0.18) |
Diluted earnings (loss) per common share (usd per share) | $ 0.35 | $ (0.18) |
Anti-dilutive shares (shares) | 212 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 9 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Stock-based compensation | $ 855 | $ 1,082 | ||
Expected cost on shares expected to vest | $ 6,695 | |||
Recognition period for compensation expense not yet recognized | 4 years | |||
Restricted Stock | Vesting Period 2 | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Vesting period | 1 year | 3 years | ||
Performance Share Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Vesting period | 3 years |
Stock-Based Compensation (Restr
Stock-Based Compensation (Restricted Stock and Performance Share Units) (Details) | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | |
Weighted average share price, beginning balance (usd per share) | $ / shares | $ 18.61 |
Weighted average shares granted (usd per share) | $ / shares | 17.76 |
Weighted average shares vested (usd per share) | $ / shares | 15.22 |
Weighted average shares adjustment for incentive awards expected to vest (usd per share) | $ / shares | 17.76 |
Weighted average share price, ending balance (usd per share) | $ / shares | $ 19.03 |
Restricted Stock | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares | |
Nonvested Shares, Outstanding, Beginning Balance (shares) | 191,825 |
Granted (shares) | 52,897 |
Vested (shares) | (67,788) |
Adjustment for incentive awards expected to vest (shares) | 0 |
Nonvested Shares, Outstanding, Ending Balance (shares) | 176,934 |
Deferred Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares | |
Nonvested Shares, Outstanding, Beginning Balance (shares) | 41,774 |
Granted (shares) | 0 |
Vested (shares) | 0 |
Adjustment for incentive awards expected to vest (shares) | 0 |
Nonvested Shares, Outstanding, Ending Balance (shares) | 41,774 |
Performance Share Units | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares | |
Nonvested Shares, Outstanding, Beginning Balance (shares) | 300,373 |
Granted (shares) | 89,092 |
Vested (shares) | 0 |
Adjustment for incentive awards expected to vest (shares) | (17,936) |
Nonvested Shares, Outstanding, Ending Balance (shares) | 371,529 |
Retirement Plans (Narrative) (D
Retirement Plans (Narrative) (Details) - Pension Plan $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($)plan | |
Defined Benefit Plan Disclosure | |
Defined contribution plan number | 6 |
United States | |
Defined Benefit Plan Disclosure | |
Number of retirement plans | 3 |
Defined Benefit Plan Number | 1 |
Defined contribution plan number | 2 |
Defined benefit plans, estimated future employer contributions in current fiscal year | $ | $ 550 |
Canada | |
Defined Benefit Plan Disclosure | |
Defined contribution plan number | 2 |
United Kingdom | |
Defined Benefit Plan Disclosure | |
Defined contribution plan number | 2 |
Defined benefit plans, estimated future employer contributions in current fiscal year | $ | $ 255 |
Defined benefit plan, contributions by employer | $ | $ 64 |
Retirement Plans (Schedule Of N
Retirement Plans (Schedule Of Net Benefit Costs) (Details) - Pension Plan - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
United States | ||
Defined Benefit Plan Disclosure | ||
Interest cost | $ 162 | $ 155 |
Expected return on plan assets | (180) | (213) |
Recognized net actuarial loss | 31 | 24 |
Net periodic pension cost | 13 | (34) |
United Kingdom | ||
Defined Benefit Plan Disclosure | ||
Interest cost | 54 | 53 |
Expected return on plan assets | (62) | (72) |
Amortization of prior service costs and transition amount | 11 | 5 |
Recognized net actuarial loss | 53 | 49 |
Net periodic pension cost | $ 56 | $ 35 |
Retirement Plans (Schedule of C
Retirement Plans (Schedule of Costs of Retirement Plans) (Details) - Pension Plan - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Defined Contribution Plan Disclosure | ||
Expenses associated with contributions made | $ 695 | $ 694 |
United States | ||
Defined Contribution Plan Disclosure | ||
Expenses associated with contributions made | 550 | 544 |
Canada | ||
Defined Contribution Plan Disclosure | ||
Expenses associated with contributions made | 38 | 33 |
United Kingdom | ||
Defined Contribution Plan Disclosure | ||
Expenses associated with contributions made | $ 107 | $ 117 |
Commitments and Contingent Li_3
Commitments and Contingent Liabilities (Narrative) (Details) - USD ($) $ in Thousands | Mar. 13, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Product Liability Contingency | ||||
Litigation settlement amount | $ 48,000 | |||
Present value of remedial work | 1,100,000 | |||
Undiscovered remedial work | 1,700,000 | |||
Accrual for environmental loss | 6,110 | $ 6,128 | $ 6,128 | |
Uprr | ||||
Product Liability Contingency | ||||
Annual commitment amount | 8,000 | |||
Uprr | ||||
Product Liability Contingency | ||||
Litigation settlement amount | $ 50,000 | |||
Litigation settlement amount, current | 2,000 | |||
Litigation settlement amount, non-current | $ 48,000 |
Commitments and Contingent Li_4
Commitments and Contingent Liabilities (Schedule of Product Warranty Liability) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Movement in Standard Product Warranty Accrual | |
Beginning balance | $ 2,057 |
Additions to warranty liability | 255 |
Warranty liability utilized | (597) |
Ending balance | $ 1,715 |
Commitments and Contingent Li_5
Commitments and Contingent Liabilities (Future Payments) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2019 | $ 8,000 |
2020 | 8,000 |
2021 | 8,000 |
2022 | 8,000 |
2023 | 8,000 |
2024 | 8,000 |
Total | $ 48,000 |
Commitments and Contingent Li_6
Commitments and Contingent Liabilities (Environmental Loss Contingencies) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Accrual for Environmental Loss Contingencies | |
Environmental liability, beginning balance | $ 6,128 |
Additions to environmental obligations | 2 |
Environmental obligations utilized | (20) |
Environmental liability, ending balance | $ 6,110 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 638 | $ 525 |
Pre-tax income | $ 4,328 | $ (1,333) |
Effective income tax rate (percent) | 14.70% | (39.40%) |
Uncategorized Items - fstr-2019
Label | Element | Value |
Accounting Standards Update 2016-06 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (305,000) |
Accounting Standards Update 2016-06 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (305,000) |