Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 29, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Commission File Number | 000-10436 | |
Entity Registrant Name | FOSTER L B CO | |
Entity Incorporation, State or Country Code | PA | |
Entity Tax Identification Number | 25-1324733 | |
Entity Address, Street Name | 415 Holiday Drive | |
Entity Address, Suite | Suite 100 | |
Entity Address, City | Pittsburgh | |
Entity Address, State | PA | |
Entity Address, Postal Zip Code | 15220 | |
City Area Code | 412 | |
Local Phone Number | 928-3400 | |
Title of each class | Common stock, par value $0.01 | |
Trading Symbol | FSTR | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 10,745,856 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0000352825 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 9,311 | $ 14,178 |
Accounts receivable - net (Note 6) | 61,400 | 73,616 |
Inventories - net (Note 7) | 117,267 | 118,461 |
Other current assets | 15,176 | 4,101 |
Current assets of discontinued operations (Note 3) | 0 | 6,308 |
Total current assets | 203,154 | 216,664 |
Property, plant, and equipment - net (Note 8) | 62,721 | 60,435 |
Operating lease right-of-use assets - net (Note 9) | 16,696 | 11,280 |
Other assets: | ||
Goodwill (Note 5) | 19,823 | 19,565 |
Other intangibles - net (Note 5) | 38,046 | 42,113 |
Deferred tax assets (Note 16) | 37,318 | 19,522 |
Other assets | 1,172 | 1,119 |
Other assets of discontinued operations (Note 3) | 0 | 34,473 |
TOTAL ASSETS | 378,930 | 405,171 |
Current liabilities: | ||
Accounts payable | 60,181 | 63,029 |
Deferred revenue | 7,835 | 8,446 |
Accrued payroll and employee benefits | 9,164 | 13,194 |
Current portion of accrued settlement (Note 15) | 8,000 | 8,000 |
Current maturities of long-term debt (Note 10) | 117 | 2,877 |
Other accrued liabilities | 13,322 | 15,560 |
Current liabilities of discontinued operations (Note 3) | 625 | 5,638 |
Total current liabilities | 99,244 | 116,744 |
Long-term debt (Note 10) | 48,987 | 55,275 |
Deferred tax liabilities (Note 16) | 4,626 | 4,751 |
Long-term portion of accrued settlement (Note 15) | 28,000 | 32,000 |
Long-term operating lease liabilities (Note 9) | 14,081 | 9,012 |
Other long-term liabilities | 10,641 | 11,916 |
Long-term liabilities of discontinued operations (Note 3) | 0 | 5,611 |
Stockholders’ equity: | ||
Common stock, par value $0.01, authorized 20,000,000 shares; shares issued at September 30, 2020 and December 31, 2019, 11,115,779; shares outstanding at September 30, 2020 and December 31, 2019, 10,562,396 and 10,422,091, respectively | 111 | 111 |
Paid-in capital | 45,313 | 49,204 |
Retained earnings | 163,012 | 157,525 |
Treasury stock - at cost, 553,383 and 693,688 common stock shares at September 30, 2020 and December 31, 2019, respectively | (12,722) | (16,795) |
Accumulated other comprehensive loss | (22,363) | (20,183) |
Total stockholders’ equity | 173,351 | 169,862 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 378,930 | $ 405,171 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Common stock, issued (in shares) | 11,115,779 | 11,115,779 |
Common stock, shares outstanding (in shares) | 10,562,396 | 10,422,091 |
Treasury stock shares - at cost, common stock (in shares) | 553,383 | 693,688 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Total net sales | $ 118,365 | $ 144,848 | $ 381,835 | $ 475,097 |
Total cost of sales | 96,304 | 116,897 | 308,514 | 382,357 |
Gross profit | 22,061 | 27,951 | 73,321 | 92,740 |
Selling and administrative expenses | 17,066 | 21,035 | 56,273 | 62,871 |
Amortization expense | 1,428 | 1,622 | 4,271 | 4,947 |
Interest expense - net | 940 | 1,078 | 2,841 | 4,030 |
Other income - net | (209) | (374) | (1,909) | (764) |
Income from continuing operations before income taxes | 2,836 | 4,590 | 11,845 | 21,656 |
Income tax (benefit) expense | (13,742) | 836 | (11,698) | 3,883 |
Income from continuing operations | 16,578 | 3,754 | 23,543 | 17,773 |
Loss from discontinued operations before income taxes | (13,478) | (1,475) | (23,565) | (2,964) |
Income tax benefit | 3,730 | 785 | 5,509 | 1,509 |
Loss from discontinued operations | (9,748) | (690) | (18,056) | (1,455) |
Net income | $ 6,830 | $ 3,064 | $ 5,487 | $ 16,318 |
Basic earnings (loss) per common share: | ||||
From continuing operations (usd per share) | $ 1.57 | $ 0.36 | $ 2.24 | $ 1.71 |
From discontinued operations (usd per share) | (0.92) | (0.07) | (1.72) | (0.14) |
Basic earnings per common share (usd per share) | 0.65 | 0.29 | 0.52 | 1.57 |
Diluted earnings (loss) per common share: | ||||
From continuing operations (usd per share) | 1.56 | 0.35 | 2.21 | 1.67 |
From discontinued operations (usd per share) | (0.92) | (0.06) | (1.69) | (0.14) |
Diluted earnings per common share (usd per share) | $ 0.64 | $ 0.29 | $ 0.52 | $ 1.53 |
Product | ||||
Total net sales | $ 101,945 | $ 118,578 | $ 321,212 | $ 389,862 |
Total cost of sales | 82,881 | 97,232 | 263,537 | 320,591 |
Service | ||||
Total net sales | 16,420 | 26,270 | 60,623 | 85,235 |
Total cost of sales | $ 13,423 | $ 19,665 | $ 44,977 | $ 61,766 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Statement of Comprehensive Income [Abstract] | |||||
Net income | $ 6,830 | $ 3,064 | $ 5,487 | $ 16,318 | |
Other comprehensive income (loss), net of tax: | |||||
Foreign currency translation adjustment | 1,818 | (1,416) | (1,708) | (1,038) | |
Unrealized loss on cash flow hedges, net of tax benefit of $0, $0, $277, and $0 respectively | 0 | (151) | (809) | (1,309) | |
Cash flow hedges reclassified to earnings, net of tax expense of $98, $0, $98, and $0, respectively | 137 | 0 | 137 | 0 | |
Reclassification of pension liability adjustments to earnings, net of tax expense of $15, $0, $46, and $0 respectively* | [1] | 66 | 90 | 200 | 275 |
Other comprehensive income (loss) | 2,021 | (1,477) | (2,180) | (2,072) | |
Comprehensive income | $ 8,851 | $ 1,587 | $ 3,307 | $ 14,246 | |
[1] | Reclassifications out of Accumulated other comprehensive loss for pension obligations are charged to Selling and administrative expenses within the Condensed Consolidated Statements of Operations. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Unrealized gain (loss) on cash flow hedge, tax | $ 0 | $ 0 | $ (277) | $ 0 |
Cash flow hedges reclassified to earnings, tax | 98 | 0 | 98 | 0 |
Reclassification of pension liability adjustments to earnings, tax | $ 15 | $ 0 | $ 46 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Income from continuing operations | $ 23,543 | $ 17,773 |
Adjustments to reconcile net income from continuing operations to cash provided by (used in) operating activities: | ||
Deferred income taxes | (8,653) | 968 |
Depreciation | 5,838 | 5,985 |
Amortization | 4,271 | 4,947 |
Equity in income of nonconsolidated investments | 0 | (29) |
Loss on sales and disposals of property, plant, and equipment | 0 | 8 |
Stock-based compensation | 1,842 | 2,910 |
Change in operating assets and liabilities: | ||
Accounts receivable | 12,099 | (2,978) |
Inventories | 529 | (5,001) |
Other current assets | (1,527) | 369 |
Prepaid income tax | (9,241) | (4,038) |
Other noncurrent assets | (3,393) | (425) |
Accounts payable | (3,739) | (4,011) |
Deferred revenue | (575) | 2,143 |
Accrued payroll and employee benefits | (4,012) | (26) |
Accrued settlement | (4,000) | (6,000) |
Other current liabilities | (106) | (1,271) |
Other long-term liabilities | 3,325 | (1,013) |
Net cash provided by continuing operating activities | 16,201 | 10,311 |
Net cash (used in) provided by discontinued operating activities | (2,921) | 2,972 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from the sale of property, plant, and equipment | 12 | 32 |
Capital expenditures on property, plant, and equipment | (7,650) | (2,510) |
Acquisition | (1,050) | 0 |
Net cash used in continuing investing activities | (8,688) | (2,478) |
Net cash provided by (used in) discontinued investing activities | 2,278 | (2,306) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayments of debt | (134,155) | (156,909) |
Proceeds from debt | 125,122 | 154,961 |
Debt issuance costs | (454) | (836) |
Treasury stock acquisitions | (1,660) | (600) |
Net cash used in continuing financing activities | (11,147) | (3,384) |
Net cash used in discontinued financing activities | (19) | (35) |
Effect of exchange rate changes on cash and cash equivalents | (571) | 12 |
Net (decrease) increase in cash and cash equivalents | (4,867) | 5,092 |
Cash and cash equivalents at beginning of period | 14,178 | 10,282 |
Cash and cash equivalents at end of period | 9,311 | 15,374 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 2,453 | 3,599 |
Income taxes paid | $ 2,330 | $ 6,176 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements Of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Paid-in Capital | Retained Earnings | Retained EarningsCumulative Effect, Period of Adoption, Adjustment | Treasury Stock | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive LossCumulative Effect, Period of Adoption, Adjustment |
Increase (Decrease) in Stockholders' Equity | |||||||||
Adjustment to adopt ASU 2018-02 | $ 0 | $ 633 | $ (633) | ||||||
Beginning balance at Dec. 31, 2018 | $ 122,119 | $ 111 | $ 48,040 | $ 114,324 | $ (18,165) | $ (22,191) | |||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net income | 16,318 | 16,318 | |||||||
Other comprehensive income, net of tax: | |||||||||
Pension liability adjustment | 275 | 275 | |||||||
Foreign currency translation adjustment | (1,038) | (1,038) | |||||||
Unrealized derivative loss on cash flow hedges | (1,309) | (1,309) | |||||||
Cash flow hedges reclassified to earnings | 0 | ||||||||
Issuance of common shares, net of share withheld for taxes | (600) | (1,936) | 1,336 | ||||||
Stock-based compensation | 2,910 | 0 | 2,910 | 0 | 0 | 0 | |||
Ending balance at Sep. 30, 2019 | 138,675 | 111 | 49,014 | 131,275 | (16,829) | (24,896) | |||
Beginning balance at Jun. 30, 2019 | 136,221 | 111 | 48,159 | 128,211 | (16,841) | (23,419) | |||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net income | 3,064 | 3,064 | |||||||
Other comprehensive income, net of tax: | |||||||||
Pension liability adjustment | 90 | 90 | |||||||
Foreign currency translation adjustment | (1,416) | (1,416) | |||||||
Unrealized derivative loss on cash flow hedges | (151) | (151) | |||||||
Cash flow hedges reclassified to earnings | 0 | ||||||||
Issuance of common shares, net of share withheld for taxes | (9) | (21) | 12 | ||||||
Stock-based compensation | 876 | 876 | |||||||
Ending balance at Sep. 30, 2019 | 138,675 | 111 | 49,014 | 131,275 | (16,829) | (24,896) | |||
Beginning balance at Dec. 31, 2019 | 169,862 | 111 | 49,204 | 157,525 | (16,795) | (20,183) | |||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net income | 5,487 | 5,487 | |||||||
Other comprehensive income, net of tax: | |||||||||
Pension liability adjustment | 200 | 200 | |||||||
Foreign currency translation adjustment | (1,708) | (1,708) | |||||||
Unrealized derivative loss on cash flow hedges | (809) | (809) | |||||||
Cash flow hedges reclassified to earnings | 137 | 137 | |||||||
Issuance of common shares, net of share withheld for taxes | (1,660) | (5,733) | 4,073 | ||||||
Stock-based compensation | 1,842 | 0 | 1,842 | 0 | 0 | 0 | |||
Ending balance at Sep. 30, 2020 | 173,351 | 111 | 45,313 | 163,012 | (12,722) | (22,363) | |||
Beginning balance at Jun. 30, 2020 | 163,896 | 111 | 44,709 | 156,182 | (12,722) | (24,384) | |||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net income | 6,830 | 6,830 | |||||||
Other comprehensive income, net of tax: | |||||||||
Pension liability adjustment | 66 | 66 | |||||||
Foreign currency translation adjustment | 1,818 | 1,818 | |||||||
Unrealized derivative loss on cash flow hedges | 0 | ||||||||
Cash flow hedges reclassified to earnings | 137 | 137 | |||||||
Stock-based compensation | 604 | 604 | |||||||
Ending balance at Sep. 30, 2020 | $ 173,351 | $ 111 | $ 45,313 | $ 163,012 | $ (12,722) | $ (22,363) |
Condensed Consolidated Statem_6
Condensed Consolidated Statements Of Stockholders' Equity (Unaudited) (Parentheticals) - shares | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Stockholders' Equity [Abstract] | |||
Shares issued (in shares) | 543 | 140,305 | 54,628 |
Accounting standards update [Extensible List] | us-gaap:AccountingStandardsUpdate201802Member |
Financial Statements
Financial Statements | 9 Months Ended |
Sep. 30, 2020 | |
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 September 30, 2020 and December 31, 2019, its Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Comprehensive Income, and its Condensed Consolidated Statements of Stockholders' Equity for the three and nine months ended September 30, 2020 and 2019, and its Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and 2019, 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, 2020. The Condensed Consolidated Balance Sheet as of December 31, 2019 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 L.B. Foster Company’s Annual Report on Form 10-K for the year ended December 31, 2019. 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 March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. (“ASU”) 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”), which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or by another reference rate expected to be discontinued. The amendments are effective for all entities as of March 12, 2020 through December 31, 2022. We are currently evaluating the impacts of the provisions of ASU 2020-04 on our financial condition, results of operations, and cash flows. Recently Adopted Accounting Standards In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 added a new impairment model (known as the current expected credit loss (“CECL”) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses and presents financial assets measured at amortized cost basis at the net amount expected to be collected upon inception. The CECL model applies to trade receivables, other receivables, and most debt instruments. The CECL model does not have a minimum threshold for recognition of impairment losses, and entities must measure expected credit losses on assets that have a low risk of loss. The Company adopted the provisions of ASU 2016-13 on January 1, 2020, using the modified retrospective approach as of the beginning of the period of adoption. In accordance with the standard, the Company evaluated its allowance for credit losses for trade receivables and contract assets, the only assets held by the Company that were impacted by the scope of the standard. The adoption of ASU 2016-13 had no material effect on the Company’s financial position or results of operations, and no adjustment to January 1, 2020 Retained earnings was recorded. The Company has presented the disclosures required by this new standard in Note 6 Accounts Receivable and Note 7 Inventory. In August 2018, the FASB issued ASU 2018-15, “Intangibles - Goodwill and Other - Internal-Use Software” (“ASU 2018-15”). ASU 2018-15 requires capitalization of certain implementation costs incurred in a cloud computing arrangement that qualifies as a service contract. The amendments in ASU 2018-15 are effective for fiscal years beginning after December 15, 2019 and for interim periods therein with early adoption permitted. The adoption of ASU 2018-15 had no impact on the Company’s consolidated financial statements and related disclosures. |
Business Segments
Business Segments | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Business Segments | Business Segments The Company is a leading manufacturer and distributor of products and provider of services for transportation and energy infrastructure with locations in North America and Europe. The Company's 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 uses such information to make decisions about resources to be allocated to the segments, and (c) for which discrete financial information is available. Operating segments are evaluated on their segment profit contribution to the Company's consolidated results. Other income and expenses, interest, income taxes, and certain other items are managed on a consolidated basis. The Company's segment accounting policies are the same as those described in Note 2. Business Segments of the Notes to the Company's Consolidated Financial Statements contained in its Annual Report on Form 10-K for the year-ended December 31, 2019. 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 $ 63,988 $ 3,742 $ 67,741 $ 3,417 Construction Products 37,883 1,756 47,175 1,848 Tubular and Energy Services 16,494 619 29,932 3,705 Total $ 118,365 $ 6,117 $ 144,848 $ 8,970 Nine Months Ended Nine Months Ended Net Sales Segment Profit Net Sales Segment Profit Rail Products and Services $ 209,131 $ 10,729 $ 244,836 $ 14,815 Construction Products 108,925 1,623 139,926 6,095 Tubular and Energy Services 63,779 7,213 90,335 14,901 Total $ 381,835 $ 19,565 $ 475,097 $ 35,811 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 continuing operations to the Company’s consolidated continuing operations total for the periods presented: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Profit for reportable segments $ 6,117 $ 8,970 $ 19,565 $ 35,811 Interest expense - net (940) (1,078) (2,841) (4,030) Other (expense) income - net (243) 374 2,178 764 Unallocated corporate expenses and other unallocated charges (2,098) (3,676) (7,057) (10,889) Income before income taxes from continuing operations $ 2,836 $ 4,590 $ 11,845 $ 21,656 The following table illustrates assets of the Company by segment for the periods presented: September 30, December 31, Rail Products and Services $ 168,318 $ 186,323 Construction Products 97,170 83,049 Tubular and Energy Services 42,501 47,638 Unallocated corporate and discontinued operations assets 70,941 88,161 Total $ 378,930 $ 405,171 |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued OperationsSince the middle of 2019, the upstream energy markets that the Company served has deteriorated as prices of oil and natural gas declined due to weakening demand. This deterioration has recently accelerated as a result of the global COVID-19 pandemic and the associated reduction in demand due to reduced travel and movement of goods throughout the world. As U.S. exploration and production companies have reduced production and implemented spending cuts, demand for much of the Company’s offerings in its IOS Test and Inspection Services business had sharply declined. As a result, on September 4, 2020, the Company completed the sale of the issued and outstanding membership interests of its upstream oil and gas test and inspection business, IOS Acquisitions, LLC and subsidiaries (“Test and Inspection Services”). Proceeds from the sale were $4,000 and resulted in a loss of $10,034, net of tax. We have reflected the results of operations of the Test and Inspection Services business as discontinued operations in the Condensed Consolidated Financial Statements for all periods presented. The Test and Inspection Services business was historically included in the Tubular and Energy Services business segment. The following table provides the net sales and losses from discontinued operations for the periods presented: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Net sales $ 2,520 $ 9,428 $ 13,590 $ 30,581 Loss from discontinued operations (306) (1,475) (10,393) (2,964) Income tax benefit 592 785 2,371 1,509 Loss on the sale of discontinued operations (13,172) — (13,172) — Income tax benefit on the sale of discontinued operations 3,138 — 3,138 — Loss from discontinued operations $ (9,748) $ (690) $ (18,056) $ (1,455) The assets and liabilities of the discontinued operations as of December 31, 2019 were as follows: December 31, Current assets: Accounts receivable - net $ 4,959 Inventories - net 840 Other current assets 509 Total current assets 6,308 Property, plant, and equipment - net 21,879 Operating lease right-of-use assets - net 1,994 Other assets: Other intangibles - net 1,401 Deferred tax assets (1) 9,116 Other assets 83 Total assets $ 40,781 Current liabilities: Accounts payable $ 3,332 Accrued payroll and employee benefits 902 Current maturities of long-term debt 28 Other accrued liabilities 1,376 Total current liabilities 5,638 Long-term debt 13 Long-term operating lease liabilities 1,256 Other long-term liabilities 4,342 Total liabilities $ 11,249 (1) The assets of discontinued operations as of December 31, 2019 included $9,116 attributable to IOS Acquisitions, Inc. As part of the Company's restructuring activities in the second quarter of 2020, IOS Acquisitions, Inc. was converted to a limited liability company and subsequently treated as a disregarded entity for income tax purposes. As a result of this transaction, the deferred tax assets were not transferred upon the disposition of the Test and Inspection Services business. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | RevenueRevenue from products or services provided to customers over time accounted for 32.2% and 35.6% of revenue for the three months ended September 30, 2020 and 2019, respectively, and 27.9% and 29.9% of revenue for the nine months ended September 30, 2020 and 2019, 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 $27,316 and $37,488 for the three months ended September 30, 2020 and 2019, respectively, and $76,606 and $104,309 for the nine months ended September 30, 2020 and 2019, 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 $10,800 and $14,031 for the three months ended September 30, 2020 and 2019, respectively, and $29,833 and $37,553 for the nine months ended September 30, 2020 and 2019, respectively. As of September 30, 2020 and December 31, 2019, the Company had contract assets of $36,891 and $37,032, respectively, that were recorded in “Inventories - net” within the Condensed Consolidated Balance Sheets. As of September 30, 2020 and December 31, 2019, the Company had contract liabilities of $3,606 and $4,472, 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 67.8% and 64.4% of revenue for the three months ended September 30, 2020 and 2019, respectively, and 72.1% and 70.1% of revenue for the nine months ended September 30, 2020 and 2019, 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 a physical location. The following table summarizes the Company's net sales by major product and service category for the periods presented: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Rail Products $ 38,057 $ 39,224 $ 133,825 $ 153,420 Rail Technologies 25,931 28,517 75,306 91,416 Rail Products and Services 63,988 67,741 209,131 244,836 Piling and Fabricated Bridge 22,138 28,703 66,109 90,023 Precast Concrete Products 15,745 18,472 42,816 49,903 Construction Products 37,883 47,175 108,925 139,926 Threaded Products 3,524 2,821 10,830 10,196 Protective Coatings and Measurement Systems 12,970 27,111 52,949 80,139 Tubular and Energy Services 16,494 29,932 63,779 90,335 Total net sales $ 118,365 $ 144,848 $ 381,835 $ 475,097 Net sales by the timing of the transfer of products and services was as follows for the periods presented: Three Months Ended September 30, 2020 Rail Products and Construction Tubular and Energy Total Point in time $ 47,027 $ 22,928 $ 10,294 $ 80,249 Over time 16,961 14,955 6,200 38,116 Total net sales $ 63,988 $ 37,883 $ 16,494 $ 118,365 Three Months Ended September 30, 2019 Rail Products and Construction Tubular and Energy Total Point in time $ 46,712 $ 29,375 $ 17,242 $ 93,329 Over time 21,029 17,800 12,690 51,519 Total net sales $ 67,741 $ 47,175 $ 29,932 $ 144,848 Nine Months Ended September 30, 2020 Rail Products and Construction Tubular and Energy Total Point in time $ 163,190 $ 67,959 $ 44,247 $ 275,396 Over time 45,941 40,966 19,532 106,439 Total net sales $ 209,131 $ 108,925 $ 63,779 $ 381,835 Nine Months Ended September 30, 2019 Rail Products and Construction Tubular and Energy Total Point in time $ 183,905 $ 90,565 $ 58,765 $ 333,235 Over time 60,931 49,361 31,570 141,862 Total net sales $ 244,836 $ 139,926 $ 90,335 $ 475,097 The timing of revenue recognition, billings, and cash collections results in billed receivables, costs in excess of billings (contract assets, included in “Inventories - net”), and billings in excess of costs (contract liabilities, included in “Deferred revenue”) on the Condensed Consolidated Balance Sheets. Significant changes in contract assets during the nine months ended September 30, 2020 resulted from transfers of $23,907 from the contract assets balance as of December 31, 2019 to receivables. Significant changes in contract liabilities during the nine months ended September 30, 2020 resulted from increases of $3,286 due to billings in excess of costs, excluding amounts recognized as revenue during the period. Contract liabilities were reduced due to revenue recognized during the three months ended September 30, 2020 and 2019 of $175 and $194, respectively, and reductions due to revenue recognized during the nine months ended September 30, 2020 and 2019 of $3,708 and $1,460, respectively, which were included in the contract liabilities at the beginning of each period. As of September 30, 2020, the Company had approximately $235,190 of obligations under new contracts and remaining performance obligations, which is also referred to as backlog. Approximately 20.6% of the September 30, 2020 backlog was related to projects that are anticipated to extend beyond September 30, 2021. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2020 | |
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, 2019 $ 14,418 $ 5,147 $ — $ 19,565 Acquisition — 466 — 466 Foreign currency translation impact (208) — — (208) Balance as of September 30, 2020 $ 14,210 $ 5,613 $ — $ 19,823 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, which included the impacts of COVID-19. However, the future impacts of COVID-19 are unpredictable and are subject to change. No interim goodwill impairment test was required as a result of the evaluation of qualitative factors as of September 30, 2020. On August 17, 2020, the Company acquired LarKen Precast, LLC (“LarKen”) for $1,406, which is inclusive of an estimated $106 post-closing working capital adjustment, $250 which was withheld by the Company to satisfy any indemnity claims under the purchase agreement, and contingent considerations. Located in Boise, ID, LarKen is a manufacturer and provider of engineered precast concrete products and has been included in the Company’s Construction Products segment. The following table summarizes the estimates of the fair value of the goodwill and identifiable intangible assets acquired as of September 30, 2020: LarKen Goodwill $ 466 Customer relationships 399 The components of the Company’s intangible assets were as follows for the periods presented: September 30, 2020 Weighted Average Gross Accumulated Net Non-compete agreements 5 $ 46 $ (45) $ 1 Patents 10 366 (193) 173 Customer relationships 18 35,725 (14,999) 20,726 Trademarks and trade names 16 7,765 (3,966) 3,799 Technology 14 35,667 (22,320) 13,347 $ 79,569 $ (41,523) $ 38,046 December 31, 2019 Weighted Average Gross Accumulated Net Non-compete agreements 4 $ 1,272 $ (1,259) $ 13 Patents 10 377 (188) 189 Customer relationships 18 35,605 (13,453) 22,152 Trademarks and trade names 16 7,787 (3,551) 4,236 Technology 13 35,728 (20,205) 15,523 $ 80,769 $ (38,656) $ 42,113 The Company amortizes intangible assets over their useful lives, which range from 5 to 25 years, with a total weighted average amortization period of approximately 16 years as of September 30, 2020. Amortization expense was $1,428 and $1,622 for the three months ended September 30, 2020 and 2019, respectively, and $4,271 and $4,947 for the nine months ended September 30, 2020 and 2019, respectively. During the nine months ended September 30, 2020, certain fully amortized intangible assets of $1,186 related to non-compete agreements were eliminated from gross intangible assets and accumulated amortization. As a result of the sale of Test and Inspection Services during the three months ended September 30, 2020, intangible assets related to customer relationships with gross carrying values of $1,893 and accumulated amortization of $587 were eliminated and are reflected in “Other assets of discontinued operations” as of December 31, 2019. As of September 30, 2020, estimated amortization expense for the remainder of 2020 and thereafter was as follows: Amortization Expense Remainder of 2020 $ 1,452 2021 5,780 2022 5,694 2023 5,223 2024 4,210 2025 and thereafter 15,687 $ 38,046 |
Accounts Receivable
Accounts Receivable | 9 Months Ended |
Sep. 30, 2020 | |
Accounts Receivable Additional Disclosures [Abstract] | |
Accounts Receivable | Accounts Receivable The Company extends credit 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 September 30, 2020 and December 31, 2019 have been reduced by an allowance for doubtful accounts of $1,176 and $1,073, 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 income of $63 and $119 for the three months ended September 30, 2020 and 2019, respectively, and expense of $221 and income of $34 for the nine months ended September 30, 2020 and 2019, respectively. On January 1, 2020, the Company adopted ASU 2016-13 and all the related amendments using the modified retrospective approach, which did not result in any changes to the previously reported financial information. The updates related to ASU 2016-13 were applied to assets held as of January 1, 2020. In accordance with adoption of the new standard, the Company evaluated and revised its policies surrounding the allowance for credit losses for trade receivables. The Company established the allowance for credit losses by calculating the amount to reserve based on the age of a given trade receivable and considering historical collection patterns and bad debt expense experience, in addition to any other relevant subjective adjustments to individual receivables made by management. The Company also considered current and expected future market and other conditions. Trade receivables are pooled within the calculation based on a range of ages, which appropriately groups receivables of similar credit risk together. The established reserve thresholds to calculate the allowance for credit loss are based on and supported by historic collection patterns and bad debt expense incurred by the Company, as well as the expectation that collection patterns and bad debt expense will continue to adhere to patterns observed in recent years, which was formed based on trends observed as well as current and expected future conditions. Management maintains high-quality credit review practices as well as positive customer relationships that further mitigate credit risk. Management monitors and reviews the contributing factors to our reserve, and makes any appropriate revisions as they become necessary. The Company’s adoption of ASU 2016-13 did not require material changes to the allowance for credit losses and no adjustment was recorded to opening retained earnings as of January 1, 2020. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventories as of September 30, 2020 and December 31, 2019 are summarized in the following table: September 30, December 31, Finished goods $ 63,462 $ 59,024 Contract assets 36,891 37,032 Work-in-process 4,612 3,728 Raw materials 12,302 18,677 Inventories - net $ 117,267 $ 118,461 Inventories of the Company are valued at average cost or net realizable value, whichever is lower. In accordance with adoption of ASU 2016-13, the Company evaluated and revised its policies relating to the allowance for credit losses as they pertain to contract assets, as these assets held in inventory will convert to trade receivables upon recognition of revenue for the contract to which they pertain. In addition to contract-specific provisions for which reserves were historically established as a result of our contract review process, management also elected to implement a standard credit loss provision over any remaining contract assets considered to have a similar low risk of credit loss. The development of these estimates is based on historic collection trends, accuracy of estimates within contract margin reporting, as well as the expectation that collection patterns, margin reporting, and bad debt expense will continue to adhere to patterns observed in recent years. These expectations were formed based on trends observed as well as current and expected future conditions. Management monitors and reviews the contributing factors to our reserve, and makes any appropriate revisions as they become necessary. |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant, and Equipment Property, plant, and equipment as of September 30, 2020 and December 31, 2019 consisted of the following: September 30, December 31, Land $ 6,599 $ 6,612 Improvements to land and leaseholds 17,548 17,172 Buildings 25,766 25,370 Machinery and equipment, including equipment under finance leases 108,867 106,372 Construction in progress 7,930 3,778 Gross property, plant, and equipment 166,710 159,304 Less accumulated depreciation and amortization, including accumulated amortization of finance leases (103,989) (98,869) Property, plant, and equipment - net $ 62,721 $ 60,435 Depreciation expense was $1,940 and $2,005 for the three months ended September 30, 2020 and 2019, respectively, and $5,838 and $5,985 for the nine months ended September 30, 2020 and 2019, respectively. The Company reviews its property, plant, and equipment for recoverability whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. The Company recognizes an impairment loss if it believes that the carrying amount of a |
Leases
Leases | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | Leases The Company determines if an arrangement is a lease at its inception. Operating leases are included in “Operating lease right-of-use assets - net,” “Other accrued liabilities,” and “Long-term operating lease liabilities” within the 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 the Condensed Consolidated Balance Sheets. The Company has operating and finance leases for manufacturing facilities, corporate offices, sales offices, vehicles, and certain equipment. As of September 30, 2020, the Company’s leases had remaining lease terms of 2 to 12 years, some of which include options to extend the leases for up to 12 years, and some of which include options to terminate the leases within 1 year. The balance sheet components of the Company's leases were as follows as of September 30, 2020 and December 31, 2019: September 30, December 31, 2019 Operating leases Operating lease right-of-use assets $ 16,696 $ 11,280 Other accrued liabilities $ 2,615 $ 2,268 Long-term operating lease liabilities 14,081 9,012 Total operating lease liabilities $ 16,696 $ 11,280 Finance leases Property, plant, and equipment $ 1,086 $ 3,426 Accumulated amortization (834) (2,892) Property, plant, and equipment - net $ 252 $ 534 Current maturities of long-term debt $ 117 $ 377 Long-term debt 135 157 Total finance lease liabilities $ 252 $ 534 The components of lease expense within the Company's Condensed Consolidated Statements of Operations were as follows for the three and nine months ended September 30, 2020 and 2019: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Finance lease cost: Amortization of finance leases $ 29 $ 174 $ 381 $ 516 Interest on lease liabilities 17 15 53 36 Operating lease cost 719 754 2,265 2,281 Sublease income (50) — (117) (18) Total lease cost $ 715 $ 943 $ 2,582 $ 2,815 The cash flow components of the Company's leases were as follows for the nine months ended September 30, 2020 and 2019: Nine Months Ended 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows related to operating leases $ (2,778) $ (2,680) Financing cash flows related to finance leases (408) (516) Right-of-use assets obtained in exchange for new lease liabilities: Operating leases $ 7,681 $ 1,410 The weighted-average remaining lease term (in years) and discount rate related to the operating leases were as follows for the periods presented: September 30, 2020 2019 Operating lease weighted-average remaining lease term 7 7 Operating lease weighted-average discount rate 5.1 % 5.1 % Finance lease weighted-average remaining lease term 1 2 Finance lease weighted-average discount rate 4.2 % 4.3 % As of September 30, 2020, estimated annual maturities of lease liabilities remaining for the year ending December 31, 2020 and thereafter were as follows: Operating Leases Finance Leases Remainder of 2020 $ 891 $ 47 2021 3,276 158 2022 2,840 82 2023 2,620 20 2024 2,576 11 2025 and thereafter 7,776 — Total undiscounted lease payments 19,979 318 Interest (3,283) (66) Total $ 16,696 $ 252 |
Leases | Leases The Company determines if an arrangement is a lease at its inception. Operating leases are included in “Operating lease right-of-use assets - net,” “Other accrued liabilities,” and “Long-term operating lease liabilities” within the 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 the Condensed Consolidated Balance Sheets. The Company has operating and finance leases for manufacturing facilities, corporate offices, sales offices, vehicles, and certain equipment. As of September 30, 2020, the Company’s leases had remaining lease terms of 2 to 12 years, some of which include options to extend the leases for up to 12 years, and some of which include options to terminate the leases within 1 year. The balance sheet components of the Company's leases were as follows as of September 30, 2020 and December 31, 2019: September 30, December 31, 2019 Operating leases Operating lease right-of-use assets $ 16,696 $ 11,280 Other accrued liabilities $ 2,615 $ 2,268 Long-term operating lease liabilities 14,081 9,012 Total operating lease liabilities $ 16,696 $ 11,280 Finance leases Property, plant, and equipment $ 1,086 $ 3,426 Accumulated amortization (834) (2,892) Property, plant, and equipment - net $ 252 $ 534 Current maturities of long-term debt $ 117 $ 377 Long-term debt 135 157 Total finance lease liabilities $ 252 $ 534 The components of lease expense within the Company's Condensed Consolidated Statements of Operations were as follows for the three and nine months ended September 30, 2020 and 2019: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Finance lease cost: Amortization of finance leases $ 29 $ 174 $ 381 $ 516 Interest on lease liabilities 17 15 53 36 Operating lease cost 719 754 2,265 2,281 Sublease income (50) — (117) (18) Total lease cost $ 715 $ 943 $ 2,582 $ 2,815 The cash flow components of the Company's leases were as follows for the nine months ended September 30, 2020 and 2019: Nine Months Ended 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows related to operating leases $ (2,778) $ (2,680) Financing cash flows related to finance leases (408) (516) Right-of-use assets obtained in exchange for new lease liabilities: Operating leases $ 7,681 $ 1,410 The weighted-average remaining lease term (in years) and discount rate related to the operating leases were as follows for the periods presented: September 30, 2020 2019 Operating lease weighted-average remaining lease term 7 7 Operating lease weighted-average discount rate 5.1 % 5.1 % Finance lease weighted-average remaining lease term 1 2 Finance lease weighted-average discount rate 4.2 % 4.3 % As of September 30, 2020, estimated annual maturities of lease liabilities remaining for the year ending December 31, 2020 and thereafter were as follows: Operating Leases Finance Leases Remainder of 2020 $ 891 $ 47 2021 3,276 158 2022 2,840 82 2023 2,620 20 2024 2,576 11 2025 and thereafter 7,776 — Total undiscounted lease payments 19,979 318 Interest (3,283) (66) Total $ 16,696 $ 252 |
Long-Term Debt and Related Mann
Long-Term Debt and Related Manners | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Related Manners | Long-term Debt and Related Matters Long-term debt consisted of the following: September 30, December 31, Revolving credit facility $ 48,852 $ 33,868 Term loan — 23,750 Finance leases and financing agreements 252 534 Total 49,104 58,152 Less current maturities (117) (2,877) Long-term portion $ 48,987 $ 55,275 On June 26, 2020, the Company, its domestic subsidiaries, and certain of its Canadian and United Kingdom subsidiaries (collectively, the “Borrowers”), entered into the First Amendment (the “First Amendment”) to its Third Amended and Restated Credit Agreement (the “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. The First Amendment modified the Credit Agreement, which had a maximum revolving credit line of $140,000 and provided for a $25,000 term loan of which $22,500 remained outstanding as of June 26, 2020. The First Amendment provides for a reduction in the revolving credit facility to permit aggregate borrowings of the Borrowers up to $120,000 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, and repaid and terminated the outstanding term loan by drawing funds on the revolving credit facility. The First Amendment provides additional $5,000 annual reductions to the revolving credit facility beginning on December 31, 2020 through the maturity of the facility on April 30, 2024. Borrowings under the First Amendment bear interest at rates based upon either the base rate or Euro-rate plus applicable margins. The applicable margins have been adjusted as part of the First Amendment and are dictated by the ratio of the Company’s total net indebtedness to the Company’s consolidated earnings before interest, taxes, depreciation, and amortization (“Consolidated EBITDA”) for four trailing quarters, as defined in the 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 Credit Agreement) and an increase to the interest rate floor to 100 basis points. The base rate and Euro-rate spreads range from 100 to 200 basis points and 200 to 300 basis points, respectively. The First Amendment further provides for modifications to the financial covenants as defined in the Credit Agreement. The First Amendment modified three financial covenants in the Credit Agreement: (a) Maximum Gross Leverage Ratio, defined as the Company’s Consolidated Indebtedness divided by the Company’s Consolidated EBITDA, which must not exceed, other than during a period of four consecutive fiscal quarters of the Company beginning with a fiscal quarter during which the Company consummates a permitted acquisition, and including such fiscal quarter and the immediately three succeeding fiscal quarters (the “Acquisition Period”), (i) 3.25 to 1.00 for the testing period ended June 30, 2020, 3.00 to 1.00 for the testing periods ending September 30, 2020 through March 31, 2022, and 2.75 to 1.00 for the testing periods June 30, 2022 and thereafter, and (ii) 3.50 to 1.00 for the testing period ended June 30, 2020, 3.25 to 1.00 for the testing periods ending September 30, 2020 through March 31, 2022, and 3.00 to 1.00 for the testing periods ending June 30, 2022 and thereafter 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 a minimum of 1.00 to 1.00 for the testing period ended June 30, 2020, 1.05 to 1.00 for the testing periods ending September 30, 2020 through June 30, 2021, 1.15 to 1.00 for the testing periods ending September 30, 2021 through June 30, 2022, and 1.25 to 1.00 for the testing periods ending September 30, 2022 and thereafter; and (c) Minimum Working Capital to Revolving Facility Usage Ratio, defined as the sum of 50% of the inventory and 85% of the accounts receivable of the Borrowers and certain other Guarantors divided by the dollar equivalent sum of the outstanding revolving credit loans, the outstanding swing loans, and the letter of credit obligations (the “Revolving Facility Usage”), which must not be less than 1.50 to 1.00. In addition, the First Amendment modifies the definition of Consolidated EBITDA to allow for certain additional adjustments. The First Amendment also includes changes to the non-financial covenants as defined in the Credit Agreement by increasing the basket for dispositions from $25,000 to $40,000. The 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 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 Credit Agreement are secured by the grant of a security interest by the Borrowers and Guarantors in substantially all of the personal property owned by such entities. Additionally, the equity interests in each of the loan parties, other than the Company, and the equity interests held by each loan party in its respective domestic subsidiaries, have been pledged to the lenders as collateral for the lending obligations. The 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 Credit Agreement) has occurred prior to or after giving effect to the dividend, distribution, or redemption. Additionally, the 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 and after giving effect to such acquisition; and (c) the aggregate consideration for the acquisition did 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 Credit Agreement. Other restrictions exist at all times including, but not limited to, limitations on the Company’s sale of assets and the incurrence by either the Borrowers or the non-borrower subsidiaries of the Company of other indebtedness, guarantees, and liens. As of September 30, 2020, the Company was in compliance with the covenants in the First Amendment. As of September 30, 2020, the Company had outstanding letters of credit of approximately $1,043 and had net available borrowing capacity of $70,105. The maturity date of the facility is April 30, 2024. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2020 | |
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” in the Condensed Consolidated Balance Sheets 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 September 30, 2020 and December 31, 2019, the interest rate swaps were recorded within “Other accrued liabilities” in the Condensed Consolidated Balance Sheets. Fair Value Measurements at Reporting Date Fair Value Measurements at Reporting Date September 30, Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs December 31, Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Term deposits $ 17 $ 17 $ — $ — $ 17 $ 17 $ — $ — Total assets $ 17 $ 17 $ — $ — $ 17 $ 17 $ — $ — Interest rate swaps $ 1,332 $ — $ 1,332 $ — $ 480 $ — $ 480 $ — Total liabilities $ 1,332 $ — $ 1,332 $ — $ 480 $ — $ 480 $ — The Company accounts for the interest rate swaps as cash flow hedges and the objective of the hedges is to offset the expected interest variability on payments associated with the interest rate on our debt. The Company de-designated its cash flow hedges and accounts for all existing and future interest rate swaps on a mark-to-market basis with changes in fair value recorded in current period earnings. In connection with this de-designation, the Company froze the balances recorded in “Accumulated other comprehesive loss” at June 30, 2020 and reclassifies balances to earnings as the underlying physical transactions occur, unless it is no longer probable that the physical transaction will occur at which time the related gains deferred in Other Comprehesive Income will be immediately recorded in earnings. The gains and losses related to the interest rate swaps are reclassified from “Accumulated other comprehensive loss” in the Condensed Consolidated Balance Sheets and included in “Interest expense - net” in the Condensed Consolidated Statements of Operations as the interest expense from our debt is recognized. For the three months ended September 30, 2020 and 2019, we recognized interest expense of $178 and interest income of $21, respectively, and for the nine months ended September 30, 2020 and 2019, we recognized interest expense of $468 and interest income of $142, respectively, from interest rate swaps. The Company recognized interest income of $234 from the change in fair value of the interest rate swaps in “Interest expense - net” in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2020. In accordance with the provisions of the FASB's Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurement,” the Company measures certain nonfinancial assets and liabilities at fair value, which are recognized and disclosed on a nonrecurring basis. |
Earnings Per Common Share
Earnings Per Common Share | 9 Months Ended |
Sep. 30, 2020 | |
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 Nine Months Ended 2020 2019 2020 2019 Numerator for basic and diluted earnings (loss) per common share: Income from continuing operations $ 16,578 $ 3,754 $ 23,543 $ 17,773 Loss from discontinued operations (9,748) (690) (18,056) (1,455) Net income $ 6,830 $ 3,064 $ 5,487 $ 16,318 Denominator: Weighted average shares outstanding 10,562 10,420 10,533 10,406 Denominator for basic earnings (loss) per common share 10,562 10,420 10,533 10,406 Effect of dilutive securities: Stock compensation plans 97 254 121 225 Dilutive potential common shares 97 254 121 225 Denominator for diluted earnings (loss) per common share - adjusted weighted average shares outstanding 10,659 10,674 10,654 10,631 Continuing operations $ 1.57 $ 0.36 $ 2.24 $ 1.71 Discontinued operations (0.92) (0.07) (1.72) (0.14) Basic earnings per common share $ 0.65 $ 0.29 $ 0.52 $ 1.57 Continuing operations $ 1.56 $ 0.35 $ 2.21 $ 1.67 Discontinued operations (0.92) (0.06) (1.69) (0.14) Diluted earnings per common share $ 0.64 $ 0.29 $ 0.52 $ 1.53 There were no anti-dilutive shares during the three and nine months ended September 30, 2020 and 2019. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Stock-based Compensation | Stock-based Compensation The Company applies the provisions of ASC 718, “Compensation – Stock Compensation,” to account for the Company’s stock-based compensation. Stock-based compensation cost is measured at the grant date based on the calculated fair value of the award and is recognized over the employees’ requisite service periods. The Company recorded stock compensation expense related to restricted stock awards and performance share units of $604 and $876 for the three months ended September 30, 2020 and 2019, respectively, and $1,842 and $2,910 for the nine months ended September 30, 2020 and 2019, respectively. As of September 30, 2020, unrecognized compensation expense for unvested awards approximated $4,096. The Company expects to recognize this expense over the upcoming 3.5 years through March 2024. 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-year period, unless indicated otherwise by the underlying restricted stock agreement. Since May 2018, awards of restricted stock have been subject to a minimum one-year vesting period, including those granted to non-employee directors. Prior to May 2018, awards to non-employee directors were made in fully-vested shares. Performance share units are offered annually under separate three-year long-term incentive programs. Performance share units are subject to forfeiture and will be converted into common stock of the Company based upon the Company’s performance relative to performance measures and conversion multiples, as defined in the underlying program. If the Company’s estimate of the number of performance share units expected to vest changes in a subsequent accounting period, cumulative compensation expense could increase or decrease. The change will be recognized in the current period for the vested shares and would change future expense over the remaining vesting period. 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, no non-employee directors have elected the option to receive deferred stock units of the Company’s common stock in lieu of director cash compensation. In February 2020, the Compensation Committee approved the 2020 Performance Share Unit Program and the Executive Annual Incentive Compensation Plan (consisting of cash and equity components). The following table summarizes the restricted stock awards, deferred stock units, and performance share units activity for the nine months ended September 30, 2020: Restricted Deferred Performance Weighted Average Outstanding as of December 31, 2019 150,799 54,078 331,148 $ 18.50 Granted 104,789 12,058 105,857 16.72 Vested (72,010) — (163,224) 15.59 Adjustment for incentive awards not expected to vest — — (21,006) 28.76 Cancelled and forfeited (10,394) — (27,394) 20.07 Outstanding as of September 30, 2020 173,184 66,136 225,381 $ 19.03 |
Retirement Plans
Retirement Plans | 9 Months Ended |
Sep. 30, 2020 | |
Employee-related Liabilities [Abstract] | |
Retirement Plans | Retirement Plans Retirement Plans The Company has three retirement plans that cover its hourly and salaried employees in the United States: one defined benefit plan, which is frozen, and two defined contribution plans. Employees are eligible to participate in the appropriate plan based on employment classification. The Company’s contributions to the defined benefit and defined contribution plans are governed by the Employee Retirement Income Security Act of 1974 (“ERISA”) and the Company’s policy and investment guidelines applicable to each respective plan. The Company’s policy is to contribute at least the minimum in accordance with the funding standards of ERISA. The Company maintains two defined contribution plans for its employees in Canada, as well as one post-retirement benefit plan. The Company also maintains two defined contribution plans and one defined benefit plan for its employees in the United Kingdom. United States Defined Benefit Plan Net periodic pension costs for the United States defined benefit pension plan for the three and nine months ended September 30, 2020 and 2019 were as follows: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Interest cost $ 56 $ 162 $ 168 $ 486 Expected return on plan assets (58) (180) (173) (540) Recognized net actuarial loss 13 31 40 94 Net periodic pension cost $ 11 $ 13 $ 35 $ 40 The Company made contributions to its United States defined benefit pension plan of $300 for the nine months ended September 30, 2020 and expects to make total contributions of $660 during 2020. United Kingdom Defined Benefit Plan Net periodic pension costs for the United Kingdom defined benefit pension plan for the three and nine months ended September 30, 2020 and 2019 were as follows: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Interest cost $ 43 $ 53 $ 129 $ 159 Expected return on plan assets (59) (60) (177) (180) Amortization of prior service costs and transition amount 6 10 18 30 Recognized net actuarial loss 63 52 189 156 Net periodic pension cost $ 53 $ 55 $ 159 $ 165 United Kingdom regulations require trustees to adopt a prudent approach to funding required contributions to defined benefit pension plans. For the nine months ended September 30, 2020, the Company contributed approximately $231 to the plan. The Company anticipates total contributions of approximately $309 to the United Kingdom pension plan during 2020. 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 for the periods presented: Three Months Ended Nine Months Ended 2020 2019 2020 2019 United States $ 346 $ 602 $ 558 $ 1,744 Canada 25 29 93 102 United Kingdom 111 103 321 328 $ 482 $ 734 $ 972 $ 2,174 |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 9 Months Ended |
Sep. 30, 2020 | |
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, 2019 $ 1,222 Additions to warranty liability 571 Warranty liability utilized (607) Balance as of September 30, 2020 $ 1,186 Union Pacific Railroad (“UPRR”) Concrete Tie Matter On March 13, 2019, the Company and its subsidiary, CXT Incorporated (“CXT”), entered into a Settlement Agreement (the “Settlement Agreement”) with UPRR to resolve the pending litigation in the matter of Union Pacific Railroad Company v. L.B. Foster Company and CXT Incorporated , Case No. CI 15-564, in the District Court for Douglas County, Nebraska. Under the Settlement Agreement, the Company and CXT will pay UPRR the aggregate amount of $50,000 without pre-judgment interest, which began with a $2,000 immediate payment, and with the remaining $48,000 paid in installments over a six-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 and has been purchasing 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 March 13, 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, 2020 and thereafter are as follows: Year Ending December 31, Remainder of 2020 $ 4,000 2021 8,000 2022 8,000 2023 8,000 2024 8,000 Total $ 36,000 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. More than 140 other companies received such a notice. The Company and a predecessor owned and operated a facility near the harbor site for a period prior to 1982. The net present value and undiscounted costs of the selected remedy throughout the harbor site are estimated by the EPA to be approximately $1.1 billion and $1.7 billion, respectively, and the remedial work is expected to take as long as 13 years to complete. The Company is reviewing the basis for its identification by the EPA and the nature of the historic operations of a Company predecessor near the site. Additionally, the Company executed a PRP agreement which provides for a private allocation process among almost 100 PRPs in a working group whose work is ongoing. On March 26, 2020, the EPA issued a Unilateral Administrative Order to two parties requiring them to perform remedial design work for that portion of the Harbor Superfund Site that includes the area closest to the facility; the Company was not a recipient of this Unilateral Administrative Order. We cannot predict the ultimate impact of these proceedings because of the large number of PRPs involved throughout the harbor site, the degree of contamination of various wastes, varying environmental impacts throughout the harbor site, the scarcity of data related to the facility once operated by the Company and a predecessor, and the speculative nature of the remediation costs. Based upon information currently available, management does not believe that the Company’s alleged PRP status regarding the Portland Harbor Superfund Site or other compliance with the present environmental protection laws will have a material adverse effect on the financial condition, results of operations, cash flows, competitive position, or capital expenditures of the Company. As of September 30, 2020 and December 31, 2019, the Company maintained environmental reserves approximating $2,562 and $2,608, respectively. The following table sets forth the Company’s environmental obligation: Environmental liability Balance as of December 31, 2019 $ 2,608 Environmental obligations utilized (46) Balance as of September 30, 2020 $ 2,562 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 September 30, 2020. 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 September 30, 2020, no such disclosures were considered necessary. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three months ended September 30, 2020 and 2019, the Company recorded an income tax benefit of $13,742 on pre-tax income from continuing operations of $2,836 and an income tax expense of $836 on pre-tax income from continuing operations of $4,590, respectively, for effective income tax rates of (484.6)% and 18.2%, respectively. For the nine months ended September 30, 2020 and 2019, the Company recorded an income tax benefit of $11,698 on pre-tax income from continuing operations of $11,845 and an income tax expense of $3,883 on pre-tax income from continuing operations of $21,656, respectively, for effective income tax rates of (98.8)% and 17.9%, respectively. The Company’s income tax benefit from continuing operations for the three- and nine-month periods ended September 30, 2020 included a discrete income tax benefit of $15,824 related to the disposition of the Test and Inspection Services business. In addition to the impact of discrete items, the Company's effective tax rate for the nine months ended September 30, 2020 differed from the federal statutory rate of 21% primarily due to state income taxes, nondeductible expenses, and global intangible low-taxed income (“GILTI”) inclusions. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in response to the COVID-19 pandemic. The CARES Act contains several corporate income tax provisions, including providing for a five-year carryback of net operating losses (“NOL”) generated in tax years 2018 through 2020, removing the 80% taxable income limitation on utilization of those NOLs if carried back to prior tax years or utilized in tax years beginning before 2021, making remaining alternative minimum tax (“AMT”) credits immediately refundable, and temporarily relaxing the interest deductibility rules by raising the adjusted taxable income limitation from 30% to 50% for tax years 2019 and 2020. As of September 30, 2020, the Company has recorded an income tax receivable of $9,008 to reflect expected tax refunds of federal taxes paid within the five year NOL carryback period. |
Financial Statements (Policies)
Financial Statements (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
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 September 30, 2020 and December 31, 2019, its Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Comprehensive Income, and its Condensed Consolidated Statements of Stockholders' Equity for the three and nine months ended September 30, 2020 and 2019, and its Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and 2019, 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, 2020. The Condensed Consolidated Balance Sheet as of December 31, 2019 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 L.B. Foster Company’s Annual Report on Form 10-K for the year ended December 31, 2019. 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 March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. (“ASU”) 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”), which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or by another reference rate expected to be discontinued. The amendments are effective for all entities as of March 12, 2020 through December 31, 2022. We are currently evaluating the impacts of the provisions of ASU 2020-04 on our financial condition, results of operations, and cash flows. Recently Adopted Accounting Standards In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 added a new impairment model (known as the current expected credit loss (“CECL”) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses and presents financial assets measured at amortized cost basis at the net amount expected to be collected upon inception. The CECL model applies to trade receivables, other receivables, and most debt instruments. The CECL model does not have a minimum threshold for recognition of impairment losses, and entities must measure expected credit losses on assets that have a low risk of loss. The Company adopted the provisions of ASU 2016-13 on January 1, 2020, using the modified retrospective approach as of the beginning of the period of adoption. In accordance with the standard, the Company evaluated its allowance for credit losses for trade receivables and contract assets, the only assets held by the Company that were impacted by the scope of the standard. The adoption of ASU 2016-13 had no material effect on the Company’s financial position or results of operations, and no adjustment to January 1, 2020 Retained earnings was recorded. The Company has presented the disclosures required by this new standard in Note 6 Accounts Receivable and Note 7 Inventory. In August 2018, the FASB issued ASU 2018-15, “Intangibles - Goodwill and Other - Internal-Use Software” (“ASU 2018-15”). ASU 2018-15 requires capitalization of certain implementation costs incurred in a cloud computing arrangement that qualifies as a service contract. The amendments in ASU 2018-15 are effective for fiscal years beginning after December 15, 2019 and for interim periods therein with early adoption permitted. The adoption of ASU 2018-15 had no impact on the Company’s consolidated financial statements and related disclosures. |
Inventory | Inventories of the Company are valued at average cost or net realizable value, whichever is lower. |
Share based compensation | The Company applies the provisions of ASC 718, “Compensation – Stock Compensation,” to account for the Company’s stock-based compensation. Stock-based compensation cost is measured at the grant date based on the calculated fair value of the award and is recognized over the employees’ requisite service periods |
Business Segments (Tables)
Business Segments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 $ 63,988 $ 3,742 $ 67,741 $ 3,417 Construction Products 37,883 1,756 47,175 1,848 Tubular and Energy Services 16,494 619 29,932 3,705 Total $ 118,365 $ 6,117 $ 144,848 $ 8,970 Nine Months Ended Nine Months Ended Net Sales Segment Profit Net Sales Segment Profit Rail Products and Services $ 209,131 $ 10,729 $ 244,836 $ 14,815 Construction Products 108,925 1,623 139,926 6,095 Tubular and Energy Services 63,779 7,213 90,335 14,901 Total $ 381,835 $ 19,565 $ 475,097 $ 35,811 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | The following table provides a reconciliation of segment net profit from continuing operations to the Company’s consolidated continuing operations total for the periods presented: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Profit for reportable segments $ 6,117 $ 8,970 $ 19,565 $ 35,811 Interest expense - net (940) (1,078) (2,841) (4,030) Other (expense) income - net (243) 374 2,178 764 Unallocated corporate expenses and other unallocated charges (2,098) (3,676) (7,057) (10,889) Income before income taxes from continuing operations $ 2,836 $ 4,590 $ 11,845 $ 21,656 |
Reconciliation of Assets from Segment to Consolidated | The following table illustrates assets of the Company by segment for the periods presented: September 30, December 31, Rail Products and Services $ 168,318 $ 186,323 Construction Products 97,170 83,049 Tubular and Energy Services 42,501 47,638 Unallocated corporate and discontinued operations assets 70,941 88,161 Total $ 378,930 $ 405,171 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The following table provides the net sales and losses from discontinued operations for the periods presented: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Net sales $ 2,520 $ 9,428 $ 13,590 $ 30,581 Loss from discontinued operations (306) (1,475) (10,393) (2,964) Income tax benefit 592 785 2,371 1,509 Loss on the sale of discontinued operations (13,172) — (13,172) — Income tax benefit on the sale of discontinued operations 3,138 — 3,138 — Loss from discontinued operations $ (9,748) $ (690) $ (18,056) $ (1,455) The assets and liabilities of the discontinued operations as of December 31, 2019 were as follows: December 31, Current assets: Accounts receivable - net $ 4,959 Inventories - net 840 Other current assets 509 Total current assets 6,308 Property, plant, and equipment - net 21,879 Operating lease right-of-use assets - net 1,994 Other assets: Other intangibles - net 1,401 Deferred tax assets (1) 9,116 Other assets 83 Total assets $ 40,781 Current liabilities: Accounts payable $ 3,332 Accrued payroll and employee benefits 902 Current maturities of long-term debt 28 Other accrued liabilities 1,376 Total current liabilities 5,638 Long-term debt 13 Long-term operating lease liabilities 1,256 Other long-term liabilities 4,342 Total liabilities $ 11,249 (1) The assets of discontinued operations as of December 31, 2019 included $9,116 attributable to IOS Acquisitions, Inc. As part of the Company's restructuring activities in the second quarter of 2020, IOS Acquisitions, Inc. was converted to a limited liability company and subsequently treated as a disregarded entity for income tax purposes. As a result of this transaction, the deferred tax assets were not transferred upon the disposition of the Test and Inspection Services business. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table summarizes the Company's net sales by major product and service category for the periods presented: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Rail Products $ 38,057 $ 39,224 $ 133,825 $ 153,420 Rail Technologies 25,931 28,517 75,306 91,416 Rail Products and Services 63,988 67,741 209,131 244,836 Piling and Fabricated Bridge 22,138 28,703 66,109 90,023 Precast Concrete Products 15,745 18,472 42,816 49,903 Construction Products 37,883 47,175 108,925 139,926 Threaded Products 3,524 2,821 10,830 10,196 Protective Coatings and Measurement Systems 12,970 27,111 52,949 80,139 Tubular and Energy Services 16,494 29,932 63,779 90,335 Total net sales $ 118,365 $ 144,848 $ 381,835 $ 475,097 Net sales by the timing of the transfer of products and services was as follows for the periods presented: Three Months Ended September 30, 2020 Rail Products and Construction Tubular and Energy Total Point in time $ 47,027 $ 22,928 $ 10,294 $ 80,249 Over time 16,961 14,955 6,200 38,116 Total net sales $ 63,988 $ 37,883 $ 16,494 $ 118,365 Three Months Ended September 30, 2019 Rail Products and Construction Tubular and Energy Total Point in time $ 46,712 $ 29,375 $ 17,242 $ 93,329 Over time 21,029 17,800 12,690 51,519 Total net sales $ 67,741 $ 47,175 $ 29,932 $ 144,848 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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, 2019 $ 14,418 $ 5,147 $ — $ 19,565 Acquisition — 466 — 466 Foreign currency translation impact (208) — — (208) Balance as of September 30, 2020 $ 14,210 $ 5,613 $ — $ 19,823 |
Schedule of Intangible Assets | The following table summarizes the estimates of the fair value of the goodwill and identifiable intangible assets acquired as of September 30, 2020: LarKen Goodwill $ 466 Customer relationships 399 The components of the Company’s intangible assets were as follows for the periods presented: September 30, 2020 Weighted Average Gross Accumulated Net Non-compete agreements 5 $ 46 $ (45) $ 1 Patents 10 366 (193) 173 Customer relationships 18 35,725 (14,999) 20,726 Trademarks and trade names 16 7,765 (3,966) 3,799 Technology 14 35,667 (22,320) 13,347 $ 79,569 $ (41,523) $ 38,046 December 31, 2019 Weighted Average Gross Accumulated Net Non-compete agreements 4 $ 1,272 $ (1,259) $ 13 Patents 10 377 (188) 189 Customer relationships 18 35,605 (13,453) 22,152 Trademarks and trade names 16 7,787 (3,551) 4,236 Technology 13 35,728 (20,205) 15,523 $ 80,769 $ (38,656) $ 42,113 |
Estimated Future Amortization | As of September 30, 2020, estimated amortization expense for the remainder of 2020 and thereafter was as follows: Amortization Expense Remainder of 2020 $ 1,452 2021 5,780 2022 5,694 2023 5,223 2024 4,210 2025 and thereafter 15,687 $ 38,046 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories as of September 30, 2020 and December 31, 2019 are summarized in the following table: September 30, December 31, Finished goods $ 63,462 $ 59,024 Contract assets 36,891 37,032 Work-in-process 4,612 3,728 Raw materials 12,302 18,677 Inventories - net $ 117,267 $ 118,461 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant, and equipment as of September 30, 2020 and December 31, 2019 consisted of the following: September 30, December 31, Land $ 6,599 $ 6,612 Improvements to land and leaseholds 17,548 17,172 Buildings 25,766 25,370 Machinery and equipment, including equipment under finance leases 108,867 106,372 Construction in progress 7,930 3,778 Gross property, plant, and equipment 166,710 159,304 Less accumulated depreciation and amortization, including accumulated amortization of finance leases (103,989) (98,869) Property, plant, and equipment - net $ 62,721 $ 60,435 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Balance Sheet Locations | The balance sheet components of the Company's leases were as follows as of September 30, 2020 and December 31, 2019: September 30, December 31, 2019 Operating leases Operating lease right-of-use assets $ 16,696 $ 11,280 Other accrued liabilities $ 2,615 $ 2,268 Long-term operating lease liabilities 14,081 9,012 Total operating lease liabilities $ 16,696 $ 11,280 Finance leases Property, plant, and equipment $ 1,086 $ 3,426 Accumulated amortization (834) (2,892) Property, plant, and equipment - net $ 252 $ 534 Current maturities of long-term debt $ 117 $ 377 Long-term debt 135 157 Total finance lease liabilities $ 252 $ 534 |
Components of Lease Cost | The components of lease expense within the Company's Condensed Consolidated Statements of Operations were as follows for the three and nine months ended September 30, 2020 and 2019: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Finance lease cost: Amortization of finance leases $ 29 $ 174 $ 381 $ 516 Interest on lease liabilities 17 15 53 36 Operating lease cost 719 754 2,265 2,281 Sublease income (50) — (117) (18) Total lease cost $ 715 $ 943 $ 2,582 $ 2,815 The cash flow components of the Company's leases were as follows for the nine months ended September 30, 2020 and 2019: Nine Months Ended 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows related to operating leases $ (2,778) $ (2,680) Financing cash flows related to finance leases (408) (516) Right-of-use assets obtained in exchange for new lease liabilities: Operating leases $ 7,681 $ 1,410 The weighted-average remaining lease term (in years) and discount rate related to the operating leases were as follows for the periods presented: September 30, 2020 2019 Operating lease weighted-average remaining lease term 7 7 Operating lease weighted-average discount rate 5.1 % 5.1 % Finance lease weighted-average remaining lease term 1 2 Finance lease weighted-average discount rate 4.2 % 4.3 % |
Estimated Annual Maturities, Operating | As of September 30, 2020, estimated annual maturities of lease liabilities remaining for the year ending December 31, 2020 and thereafter were as follows: Operating Leases Finance Leases Remainder of 2020 $ 891 $ 47 2021 3,276 158 2022 2,840 82 2023 2,620 20 2024 2,576 11 2025 and thereafter 7,776 — Total undiscounted lease payments 19,979 318 Interest (3,283) (66) Total $ 16,696 $ 252 |
Estimated Annual Maturities, Finance | As of September 30, 2020, estimated annual maturities of lease liabilities remaining for the year ending December 31, 2020 and thereafter were as follows: Operating Leases Finance Leases Remainder of 2020 $ 891 $ 47 2021 3,276 158 2022 2,840 82 2023 2,620 20 2024 2,576 11 2025 and thereafter 7,776 — Total undiscounted lease payments 19,979 318 Interest (3,283) (66) Total $ 16,696 $ 252 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt consisted of the following: September 30, December 31, Revolving credit facility $ 48,852 $ 33,868 Term loan — 23,750 Finance leases and financing agreements 252 534 Total 49,104 58,152 Less current maturities (117) (2,877) Long-term portion $ 48,987 $ 55,275 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 September 30, Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs December 31, Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Term deposits $ 17 $ 17 $ — $ — $ 17 $ 17 $ — $ — Total assets $ 17 $ 17 $ — $ — $ 17 $ 17 $ — $ — Interest rate swaps $ 1,332 $ — $ 1,332 $ — $ 480 $ — $ 480 $ — Total liabilities $ 1,332 $ — $ 1,332 $ — $ 480 $ — $ 480 $ — |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 Nine Months Ended 2020 2019 2020 2019 Numerator for basic and diluted earnings (loss) per common share: Income from continuing operations $ 16,578 $ 3,754 $ 23,543 $ 17,773 Loss from discontinued operations (9,748) (690) (18,056) (1,455) Net income $ 6,830 $ 3,064 $ 5,487 $ 16,318 Denominator: Weighted average shares outstanding 10,562 10,420 10,533 10,406 Denominator for basic earnings (loss) per common share 10,562 10,420 10,533 10,406 Effect of dilutive securities: Stock compensation plans 97 254 121 225 Dilutive potential common shares 97 254 121 225 Denominator for diluted earnings (loss) per common share - adjusted weighted average shares outstanding 10,659 10,674 10,654 10,631 Continuing operations $ 1.57 $ 0.36 $ 2.24 $ 1.71 Discontinued operations (0.92) (0.07) (1.72) (0.14) Basic earnings per common share $ 0.65 $ 0.29 $ 0.52 $ 1.57 Continuing operations $ 1.56 $ 0.35 $ 2.21 $ 1.67 Discontinued operations (0.92) (0.06) (1.69) (0.14) Diluted earnings per common share $ 0.64 $ 0.29 $ 0.52 $ 1.53 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Schedule of Nonvested Share Activity | The following table summarizes the restricted stock awards, deferred stock units, and performance share units activity for the nine months ended September 30, 2020: Restricted Deferred Performance Weighted Average Outstanding as of December 31, 2019 150,799 54,078 331,148 $ 18.50 Granted 104,789 12,058 105,857 16.72 Vested (72,010) — (163,224) 15.59 Adjustment for incentive awards not expected to vest — — (21,006) 28.76 Cancelled and forfeited (10,394) — (27,394) 20.07 Outstanding as of September 30, 2020 173,184 66,136 225,381 $ 19.03 |
Retirement Plans (Tables)
Retirement Plans (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Defined Benefit Plan Disclosure | |
Schedule of Costs of Retirement Plans | The following table summarizes the expense associated with the contributions made to these plans for the periods presented: Three Months Ended Nine Months Ended 2020 2019 2020 2019 United States $ 346 $ 602 $ 558 $ 1,744 Canada 25 29 93 102 United Kingdom 111 103 321 328 $ 482 $ 734 $ 972 $ 2,174 |
United States | |
Defined Benefit Plan Disclosure | |
Schedule of Net Benefit Costs | Net periodic pension costs for the United States defined benefit pension plan for the three and nine months ended September 30, 2020 and 2019 were as follows: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Interest cost $ 56 $ 162 $ 168 $ 486 Expected return on plan assets (58) (180) (173) (540) Recognized net actuarial loss 13 31 40 94 Net periodic pension cost $ 11 $ 13 $ 35 $ 40 |
United Kingdom | |
Defined Benefit Plan Disclosure | |
Schedule of Net Benefit Costs | Net periodic pension costs for the United Kingdom defined benefit pension plan for the three and nine months ended September 30, 2020 and 2019 were as follows: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Interest cost $ 43 $ 53 $ 129 $ 159 Expected return on plan assets (59) (60) (177) (180) Amortization of prior service costs and transition amount 6 10 18 30 Recognized net actuarial loss 63 52 189 156 Net periodic pension cost $ 53 $ 55 $ 159 $ 165 |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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, 2019 $ 1,222 Additions to warranty liability 571 Warranty liability utilized (607) Balance as of September 30, 2020 $ 1,186 |
Schedule Of Future Payments Of Legal Settlements | The expected payments under the UPRR Settlement Agreement for the remainder of the year ending December 31, 2020 and thereafter are as follows: Year Ending December 31, Remainder of 2020 $ 4,000 2021 8,000 2022 8,000 2023 8,000 2024 8,000 Total $ 36,000 |
Environmental Loss Contingencies | The following table sets forth the Company’s environmental obligation: Environmental liability Balance as of December 31, 2019 $ 2,608 Environmental obligations utilized (46) Balance as of September 30, 2020 $ 2,562 |
Business Segments - Reconciliat
Business Segments - Reconciliation of Revenue from Segments to Consolidated (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Segment Reporting Information | ||||
Total net sales | $ 118,365 | $ 144,848 | $ 381,835 | $ 475,097 |
Segment profit (loss) | 6,117 | 8,970 | ||
Interest expense - net | (940) | (1,078) | (2,841) | (4,030) |
Other (expense) income - net | 209 | 374 | 1,909 | 764 |
Pre-tax income | 2,836 | 4,590 | 11,845 | 21,656 |
Rail Products and Services | ||||
Segment Reporting Information | ||||
Total net sales | 63,988 | 67,741 | 209,131 | 244,836 |
Segment profit (loss) | 3,742 | 3,417 | ||
Construction Products | ||||
Segment Reporting Information | ||||
Total net sales | 37,883 | 47,175 | 108,925 | 139,926 |
Segment profit (loss) | 1,756 | 1,848 | ||
Tubular and Energy Services | ||||
Segment Reporting Information | ||||
Total net sales | 16,494 | 29,932 | 63,779 | 90,335 |
Segment profit (loss) | 619 | 3,705 | ||
Operating Segments | ||||
Segment Reporting Information | ||||
Total net sales | 381,835 | 475,097 | ||
Segment profit (loss) | 6,117 | 8,970 | 19,565 | 35,811 |
Interest expense - net | (940) | (1,078) | (2,841) | (4,030) |
Other (expense) income - net | (243) | 374 | 2,178 | 764 |
Unallocated corporate expenses and other unallocated charges | (2,098) | (3,676) | (7,057) | (10,889) |
Pre-tax income | $ 2,836 | $ 4,590 | 11,845 | 21,656 |
Operating Segments | Rail Products and Services | ||||
Segment Reporting Information | ||||
Total net sales | 209,131 | 244,836 | ||
Segment profit (loss) | 10,729 | 14,815 | ||
Operating Segments | Construction Products | ||||
Segment Reporting Information | ||||
Total net sales | 108,925 | 139,926 | ||
Segment profit (loss) | 1,623 | 6,095 | ||
Operating Segments | Tubular and Energy Services | ||||
Segment Reporting Information | ||||
Total net sales | 63,779 | 90,335 | ||
Segment profit (loss) | $ 7,213 | $ 14,901 |
Business Segments - Reconcili_2
Business Segments - Reconciliation of Operating Profit (Loss) from Segments to Consolidated (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Segment Reporting [Abstract] | ||||
Profit for reportable segments | $ 6,117 | $ 8,970 | ||
Interest expense - net | (940) | (1,078) | $ (2,841) | $ (4,030) |
Other (expense) income - net | 209 | 374 | 1,909 | 764 |
Income from continuing operations before income taxes | $ 2,836 | $ 4,590 | $ 11,845 | $ 21,656 |
Business Segments - Reconcili_3
Business Segments - Reconciliation of Assets from Segment to Consolidated (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Segment Reporting Information | ||
Assets | $ 378,930 | $ 405,171 |
Operating Segments | Rail Products and Services | ||
Segment Reporting Information | ||
Assets | 168,318 | 186,323 |
Operating Segments | Construction Products | ||
Segment Reporting Information | ||
Assets | 97,170 | 83,049 |
Operating Segments | Tubular and Energy Services | ||
Segment Reporting Information | ||
Assets | 42,501 | 47,638 |
Unallocated corporate and discontinued operations assets | ||
Segment Reporting Information | ||
Assets | $ 70,941 | $ 88,161 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - USD ($) $ in Thousands | Sep. 04, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Loss from discontinued operations | $ 9,748 | $ 690 | $ 18,056 | $ 1,455 | |
Test and Inspection Services | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Proceeds from divestiture of businesses | $ 4,000 | ||||
Loss from discontinued operations | $ 10,034 |
Discontinued Operations - Net S
Discontinued Operations - Net Sales and Losses from Discontinued Operations (Details) - USD ($) $ in Thousands | Sep. 04, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Loss from discontinued operations before income taxes | $ (13,478) | $ (1,475) | $ (23,565) | $ (2,964) | |
Income tax benefit | 3,730 | 785 | 5,509 | 1,509 | |
Loss from discontinued operations | (9,748) | (690) | (18,056) | (1,455) | |
Test and Inspection Services | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Loss from discontinued operations | $ (10,034) | ||||
Test and Inspection Services | Discontinued Operations, Disposed of by Sale | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Net sales | 2,520 | 9,428 | 13,590 | 30,581 | |
Loss from discontinued operations before income taxes | (306) | (1,475) | (10,393) | (2,964) | |
Income tax benefit | 592 | 785 | 2,371 | 1,509 | |
Loss on the sale of discontinued operations | (13,172) | 0 | (13,172) | 0 | |
Income tax benefit on the sale of discontinued operations | 3,138 | 0 | 3,138 | 0 | |
Loss from discontinued operations | $ (9,748) | $ (690) | $ (18,056) | $ (1,455) |
Discontinued Operations - Asset
Discontinued Operations - Assets and Liabilities of the Discontinued Operations (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Total current assets | $ 0 | $ 6,308 |
Current liabilities: | ||
Total current liabilities | $ 625 | 5,638 |
Test and Inspection Services | Discontinued Operations, Disposed of by Sale | ||
Current assets: | ||
Accounts receivable - net | 4,959 | |
Inventories - net | 840 | |
Other current assets | 509 | |
Total current assets | 6,308 | |
Property, plant, and equipment - net | 21,879 | |
Operating lease right-of-use assets - net | 1,994 | |
Other assets: | ||
Other intangibles - net | 1,401 | |
Deferred tax assets (1) | 9,116 | |
Other assets | 83 | |
Total assets | 40,781 | |
Current liabilities: | ||
Accounts payable | 3,332 | |
Accrued payroll and employee benefits | 902 | |
Current maturities of long-term debt | 28 | |
Other accrued liabilities | 1,376 | |
Total current liabilities | 5,638 | |
Long-term debt | 13 | |
Long-term operating lease liabilities | 1,256 | |
Other long-term liabilities | 4,342 | |
Total liabilities | $ 11,249 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Disaggregation of Revenue | |||||
Customer revenue transferred over-time | 27.90% | 29.90% | |||
Total net sales | $ 118,365 | $ 144,848 | $ 381,835 | $ 475,097 | |
Contract with customer, assets | 36,891 | 36,891 | $ 37,032 | ||
Contract with customer, liability | 3,606 | 3,606 | $ 4,472 | ||
Contract assets transferred to receivables | 23,907 | ||||
Cash proceeds from liability contract | 3,286 | ||||
Revenue recognized from contract liability | $ 175 | $ 194 | 3,708 | 1,460 | |
Over time | |||||
Disaggregation of Revenue | |||||
Customer revenue transferred over-time | 32.20% | 35.60% | |||
Total net sales | $ 38,116 | $ 51,519 | 106,439 | 141,862 | |
Over time | Performance Based | |||||
Disaggregation of Revenue | |||||
Total net sales | 27,316 | 37,488 | 76,606 | 104,309 | |
Over time | Delivery Based | |||||
Disaggregation of Revenue | |||||
Total net sales | $ 10,800 | $ 14,031 | $ 29,833 | $ 37,553 | |
Point in time | |||||
Disaggregation of Revenue | |||||
Customer revenue transferred over-time | 67.80% | 64.40% | 72.10% | 70.10% | |
Total net sales | $ 80,249 | $ 93,329 | $ 275,396 | $ 333,235 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation of Revenue | ||||
Total net sales | $ 118,365 | $ 144,848 | $ 381,835 | $ 475,097 |
Point in time | ||||
Disaggregation of Revenue | ||||
Total net sales | 80,249 | 93,329 | 275,396 | 333,235 |
Over time | ||||
Disaggregation of Revenue | ||||
Total net sales | 38,116 | 51,519 | 106,439 | 141,862 |
Rail Products and Services | ||||
Disaggregation of Revenue | ||||
Total net sales | 63,988 | 67,741 | 209,131 | 244,836 |
Rail Products and Services | Point in time | ||||
Disaggregation of Revenue | ||||
Total net sales | 47,027 | 46,712 | 163,190 | 183,905 |
Rail Products and Services | Over time | ||||
Disaggregation of Revenue | ||||
Total net sales | 16,961 | 21,029 | 45,941 | 60,931 |
Rail Products and Services | Rail Products | ||||
Disaggregation of Revenue | ||||
Total net sales | 38,057 | 39,224 | 133,825 | 153,420 |
Rail Products and Services | Rail Technologies | ||||
Disaggregation of Revenue | ||||
Total net sales | 25,931 | 28,517 | 75,306 | 91,416 |
Construction Products | ||||
Disaggregation of Revenue | ||||
Total net sales | 37,883 | 47,175 | 108,925 | 139,926 |
Construction Products | Point in time | ||||
Disaggregation of Revenue | ||||
Total net sales | 22,928 | 29,375 | 67,959 | 90,565 |
Construction Products | Over time | ||||
Disaggregation of Revenue | ||||
Total net sales | 14,955 | 17,800 | 40,966 | 49,361 |
Construction Products | Piling and Fabricated Bridge | ||||
Disaggregation of Revenue | ||||
Total net sales | 22,138 | 28,703 | 66,109 | 90,023 |
Construction Products | Precast Concrete Products | ||||
Disaggregation of Revenue | ||||
Total net sales | 15,745 | 18,472 | 42,816 | 49,903 |
Construction Products | Construction Products | ||||
Disaggregation of Revenue | ||||
Total net sales | 37,883 | 47,175 | 108,925 | 139,926 |
Tubular and Energy Services | ||||
Disaggregation of Revenue | ||||
Total net sales | 16,494 | 29,932 | 63,779 | 90,335 |
Tubular and Energy Services | Point in time | ||||
Disaggregation of Revenue | ||||
Total net sales | 10,294 | 17,242 | 44,247 | 58,765 |
Tubular and Energy Services | Over time | ||||
Disaggregation of Revenue | ||||
Total net sales | 6,200 | 12,690 | 19,532 | 31,570 |
Tubular and Energy Services | Threaded Products | ||||
Disaggregation of Revenue | ||||
Total net sales | 3,524 | 2,821 | 10,830 | 10,196 |
Tubular and Energy Services | Protective Coatings and Measurement Systems | ||||
Disaggregation of Revenue | ||||
Total net sales | $ 12,970 | $ 27,111 | $ 52,949 | $ 80,139 |
Revenue - Timing of Transfer (D
Revenue - Timing of Transfer (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation of Revenue | ||||
Total net sales | $ 118,365 | $ 144,848 | $ 381,835 | $ 475,097 |
Point in time | ||||
Disaggregation of Revenue | ||||
Total net sales | 80,249 | 93,329 | 275,396 | 333,235 |
Over time | ||||
Disaggregation of Revenue | ||||
Total net sales | 38,116 | 51,519 | 106,439 | 141,862 |
Rail Products and Services | ||||
Disaggregation of Revenue | ||||
Total net sales | 63,988 | 67,741 | 209,131 | 244,836 |
Rail Products and Services | Point in time | ||||
Disaggregation of Revenue | ||||
Total net sales | 47,027 | 46,712 | 163,190 | 183,905 |
Rail Products and Services | Over time | ||||
Disaggregation of Revenue | ||||
Total net sales | 16,961 | 21,029 | 45,941 | 60,931 |
Construction Products | ||||
Disaggregation of Revenue | ||||
Total net sales | 37,883 | 47,175 | 108,925 | 139,926 |
Construction Products | Point in time | ||||
Disaggregation of Revenue | ||||
Total net sales | 22,928 | 29,375 | 67,959 | 90,565 |
Construction Products | Over time | ||||
Disaggregation of Revenue | ||||
Total net sales | 14,955 | 17,800 | 40,966 | 49,361 |
Tubular and Energy Services | ||||
Disaggregation of Revenue | ||||
Total net sales | 16,494 | 29,932 | 63,779 | 90,335 |
Tubular and Energy Services | Point in time | ||||
Disaggregation of Revenue | ||||
Total net sales | 10,294 | 17,242 | 44,247 | 58,765 |
Tubular and Energy Services | Over time | ||||
Disaggregation of Revenue | ||||
Total net sales | $ 6,200 | $ 12,690 | $ 19,532 | $ 31,570 |
Revenue - Additional informatio
Revenue - Additional information (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Revenue from Contract with Customer [Abstract] | |
Revenue remaining performance obligation | $ 235,190 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Revenue remaining performance obligation (percentage) | 20.60% |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 3 months |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Schedule of Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Goodwill | |
Goodwill, beginning balance | $ 19,565 |
Acquisition | 466 |
Foreign currency translation impact | (208) |
Goodwill, ending balance | 19,823 |
Rail Products and Services | |
Goodwill | |
Goodwill, beginning balance | 14,418 |
Acquisition | 0 |
Foreign currency translation impact | (208) |
Goodwill, ending balance | 14,210 |
Construction Products | |
Goodwill | |
Goodwill, beginning balance | 5,147 |
Acquisition | 466 |
Foreign currency translation impact | 0 |
Goodwill, ending balance | 5,613 |
Tubular and Energy Services | Operating Segments | |
Goodwill | |
Goodwill, beginning balance | 0 |
Acquisition | 0 |
Foreign currency translation impact | 0 |
Goodwill, ending balance | $ 0 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | Aug. 17, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Finite-Lived Intangible Assets | ||||||
Amortization expense | $ 1,428 | $ 1,622 | $ 4,271 | $ 4,947 | ||
Finite-lived intangible assets, net | 38,046 | 38,046 | $ 42,113 | |||
Accumulated Amortization | 41,523 | 41,523 | 38,656 | |||
LarKen Precast, LLC | ||||||
Finite-Lived Intangible Assets | ||||||
Business combination, consideration transferred | $ 1,406 | |||||
Business combination, provisional information, initial accounting incomplete, adjustment, consideration transferred | 106 | |||||
Business Combination, Contingent Consideration, Liability | $ 250 | |||||
Non-compete agreements | ||||||
Finite-Lived Intangible Assets | ||||||
Fully amortized intangible assets | 1,186 | 1,186 | ||||
Finite-lived intangible assets, net | 1 | 1 | 13 | |||
Accumulated Amortization | 45 | 45 | 1,259 | |||
Customer relationships | ||||||
Finite-Lived Intangible Assets | ||||||
Finite-lived intangible assets, net | 20,726 | 20,726 | 22,152 | |||
Accumulated Amortization | 14,999 | 14,999 | $ 13,453 | |||
Customer relationships | Test and Inspection Services | ||||||
Finite-Lived Intangible Assets | ||||||
Finite-lived intangible assets, net | 1,893 | 1,893 | ||||
Accumulated Amortization | $ 587 | $ 587 | ||||
Minimum | ||||||
Finite-Lived Intangible Assets | ||||||
Finite lived intangible asset, useful life | 5 years | |||||
Maximum | ||||||
Finite-Lived Intangible Assets | ||||||
Finite lived intangible asset, useful life | 25 years | |||||
Weighted Average | ||||||
Finite-Lived Intangible Assets | ||||||
Finite lived intangible asset, useful life | 16 years | |||||
Weighted Average | Non-compete agreements | ||||||
Finite-Lived Intangible Assets | ||||||
Finite lived intangible asset, useful life | 5 years | 4 years | ||||
Weighted Average | Customer relationships | ||||||
Finite-Lived Intangible Assets | ||||||
Finite lived intangible asset, useful life | 18 years | 18 years |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Schedule of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Aug. 17, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets | |||
Goodwill | $ 19,823 | $ 19,565 | |
LarKen Precast, LLC | |||
Finite-Lived Intangible Assets | |||
Goodwill | $ 466 | ||
Customer relationships | LarKen Precast, LLC | |||
Finite-Lived Intangible Assets | |||
Business combination, finite-lived intangibles | $ 399 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Schedule of Intangible Asset (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets | ||
Gross Carrying Value | $ 79,569 | $ 80,769 |
Accumulated Amortization | 41,523 | 38,656 |
Net Carrying Amount | 38,046 | 42,113 |
Non-compete agreements | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Value | 46 | 1,272 |
Accumulated Amortization | 45 | 1,259 |
Net Carrying Amount | 1 | 13 |
Patents | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Value | 366 | 377 |
Accumulated Amortization | 193 | 188 |
Net Carrying Amount | 173 | 189 |
Customer relationships | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Value | 35,725 | 35,605 |
Accumulated Amortization | 14,999 | 13,453 |
Net Carrying Amount | 20,726 | 22,152 |
Trademarks and trade names | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Value | 7,765 | 7,787 |
Accumulated Amortization | 3,966 | 3,551 |
Net Carrying Amount | 3,799 | 4,236 |
Technology | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Value | 35,667 | 35,728 |
Accumulated Amortization | 22,320 | 20,205 |
Net Carrying Amount | $ 13,347 | $ 15,523 |
Weighted Average | ||
Finite-Lived Intangible Assets | ||
Weighted Average Amortization Period In Years | 16 years | |
Weighted Average | Non-compete agreements | ||
Finite-Lived Intangible Assets | ||
Weighted Average Amortization Period In Years | 5 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 | 16 years | 16 years |
Weighted Average | Technology | ||
Finite-Lived Intangible Assets | ||
Weighted Average Amortization Period In Years | 14 years | 13 years |
Goodwill and Other Intangible_7
Goodwill and Other Intangible Assets - Schedule of Expected Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2020 | $ 1,452 | |
2021 | 5,780 | |
2022 | 5,694 | |
2023 | 5,223 | |
2024 | 4,210 | |
2025 and thereafter | 15,687 | |
Net Carrying Amount | $ 38,046 | $ 42,113 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Accounts Receivable Additional Disclosures [Abstract] | |||||
Allowance doubtful accounts, receivables | $ 1,176 | $ 1,176 | $ 1,073 | ||
Reserve for (income) from uncollectable accounts | $ (63) | $ (119) | $ 221 | $ (34) |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 63,462 | $ 59,024 |
Contract assets | 36,891 | 37,032 |
Work-in-process | 4,612 | 3,728 |
Raw materials | 12,302 | 18,677 |
Inventories - net | $ 117,267 | $ 118,461 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Property, Plant and Equipment | |||||
Gross property, plant, and equipment | $ 166,710 | $ 166,710 | $ 159,304 | ||
Less accumulated depreciation and amortization, including accumulated amortization of finance leases | (103,989) | (103,989) | (98,869) | ||
Property, plant, and equipment - net | 62,721 | 62,721 | 60,435 | ||
Depreciation | 1,940 | $ 2,005 | 5,838 | $ 5,985 | |
Land | |||||
Property, Plant and Equipment | |||||
Gross property, plant, and equipment | 6,599 | 6,599 | 6,612 | ||
Improvements to land and leaseholds | |||||
Property, Plant and Equipment | |||||
Gross property, plant, and equipment | 17,548 | 17,548 | 17,172 | ||
Buildings | |||||
Property, Plant and Equipment | |||||
Gross property, plant, and equipment | 25,766 | 25,766 | 25,370 | ||
Machinery and equipment, including equipment under finance leases | |||||
Property, Plant and Equipment | |||||
Gross property, plant, and equipment | 108,867 | 108,867 | 106,372 | ||
Construction in progress | |||||
Property, Plant and Equipment | |||||
Gross property, plant, and equipment | $ 7,930 | $ 7,930 | $ 3,778 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Lessee, Lease, Description | ||
Lease renewal term | 12 years | |
Lease termination period | 1 year | |
Operating lease weighted-average remaining lease term | 7 years | 7 years |
Operating lease weighted-average discount rate | 5.10% | 5.10% |
Finance lease weighted-average remaining lease term | 1 year | 2 years |
Finance lease weighted-average discount rate | 4.20% | 4.30% |
Minimum | ||
Lessee, Lease, Description | ||
Lease term | 2 years | |
Maximum | ||
Lessee, Lease, Description | ||
Lease term | 12 years |
Leases - Balance Sheet Location
Leases - Balance Sheet Location (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Operating leases | ||
Operating lease right of use assets | $ 16,696 | $ 11,280 |
Operating lease liability, current | 2,615 | 2,268 |
Operating lease liability, noncurrent | 14,081 | 9,012 |
Total operating lease liabilities | 16,696 | 11,280 |
Finance leases | ||
Property, plant, and equipment | 1,086 | 3,426 |
Accumulated amortization | (834) | (2,892) |
Property, plant, and equipment - net | 252 | 534 |
Finance lease liability, current | 117 | 377 |
Finance lease liability, noncurrent | 135 | 157 |
Total finance lease liabilities | $ 252 | $ 534 |
Operating lease, liability, current, statement of financial position [extensible list] | us-gaap:AccruedLiabilitiesCurrent | |
Finance lease, right-of-use asset, statement of financial position [extensible list] | us-gaap:PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization | |
Finance lease, liability, current, statement of financial position [extensible list] | us-gaap:LongTermDebtAndCapitalLeaseObligationsCurrent | |
Finance lease, liability, noncurrent, statement of financial position [extensible list] | us-gaap:LongTermDebtAndCapitalLeaseObligations |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Lease, Cost [Abstract] | ||||
Amortization of finance leases | $ 29 | $ 174 | $ 381 | $ 516 |
Interest on lease liabilities | 17 | 15 | 53 | 36 |
Operating lease cost | 719 | 754 | 2,265 | 2,281 |
Sublease income | (50) | 0 | (117) | (18) |
Total lease cost | $ 715 | $ 943 | $ 2,582 | $ 2,815 |
Leases - Cash Flow Components (
Leases - Cash Flow Components (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Leases [Abstract] | ||
Operating cash flows related to operating leases | $ (2,778) | $ (2,680) |
Financing cash flows related to finance leases | (408) | (516) |
Right-of-use asset obtained in exchange for operating lease liability | $ 7,681 | $ 1,410 |
Leases - Estimated Annual Matur
Leases - Estimated Annual Maturities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Operating Leases | ||
Remainder of 2020 | $ 891 | |
2021 | 3,276 | |
2022 | 2,840 | |
2023 | 2,620 | |
2024 | 2,576 | |
2025 and thereafter | 7,776 | |
Total undiscounted lease payments | 19,979 | |
Interest | (3,283) | |
Total | 16,696 | $ 11,280 |
Finance Leases | ||
Remaining 2020 | 47 | |
2021 | 158 | |
2022 | 82 | |
2023 | 20 | |
2024 | 11 | |
2025 and thereafter | 0 | |
Total undiscounted lase payments | 318 | |
Interest | (66) | |
Total finance lease liabilities | $ 252 | $ 534 |
Leases - Weighted Average Lease
Leases - Weighted Average Lease Term and Discount Rate (Details) | Sep. 30, 2020 | Sep. 30, 2019 |
Leases [Abstract] | ||
Operating lease weighted-average remaining lease term | 7 years | 7 years |
Operating lease weighted-average discount rate | 5.10% | 5.10% |
Finance lease weighted-average remaining lease term | 1 year | 2 years |
Finance lease weighted-average discount rate | 4.20% | 4.30% |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-term Debt Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Line of Credit Facility | ||
Finance leases and financing agreements | $ 252 | $ 534 |
Total | 49,104 | 58,152 |
Less current maturities | (117) | (2,877) |
Long-term portion | 48,987 | 55,275 |
Revolving credit facility | ||
Line of Credit Facility | ||
Line of credit facility, amount outstanding | 48,852 | 33,868 |
Term loan | ||
Line of Credit Facility | ||
Line of credit facility, amount outstanding | $ 0 | $ 23,750 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) | Jun. 26, 2020USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Jun. 25, 2020USD ($) | Dec. 31, 2019USD ($) |
Revolving credit facility | |||||
Line of Credit Facility | |||||
Line of credit facility, amount outstanding | $ 48,852,000 | $ 33,868,000 | |||
Term loan | |||||
Line of Credit Facility | |||||
Line of credit facility, amount outstanding | 0 | $ 23,750,000 | |||
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, covenants, basket for dispositions | $ 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 | First Amendment | |||||
Line of Credit Facility | |||||
Revolving facility usage | 1.50 | ||||
Line of credit, covenants, basket for dispositions | $ 40,000,000 | ||||
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company | First Amendment | Inventories | |||||
Line of Credit Facility | |||||
Minimum working capital to revolving facility usage ratio | 0.50 | ||||
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company | First Amendment | Accounts Receivable | |||||
Line of Credit Facility | |||||
Minimum working capital to revolving facility usage ratio | 0.85 | ||||
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company | First Amendment | Debt Instrument, Redemption, Period One | |||||
Line of Credit Facility | |||||
Minimum leverage ratio | 3.25 | ||||
Maximum liquidity ratio required | 3.50 | ||||
Minimum interest coverage ratio | 1 | ||||
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company | First Amendment | Debt Instrument, Redemption, Period Two | |||||
Line of Credit Facility | |||||
Minimum leverage ratio | 3 | ||||
Maximum liquidity ratio required | 3.25 | ||||
Minimum interest coverage ratio | 1.05 | ||||
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company | First Amendment | Debt Instrument, Redemption, Period Three | |||||
Line of Credit Facility | |||||
Minimum leverage ratio | 2.75 | ||||
Maximum liquidity ratio required | 3 | ||||
Minimum interest coverage ratio | 1.15 | ||||
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company | First Amendment | Debt Instrument, Redemption, Period Four | |||||
Line of Credit Facility | |||||
Minimum interest coverage ratio | 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 | Euro-rate | First Amendment | |||||
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 | Euro-rate | First Amendment | Minimum | |||||
Line of Credit Facility | |||||
Debt instrument, basis spread on variable rate | 2.00% | ||||
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company | Euro-rate | First Amendment | Maximum | |||||
Line of Credit Facility | |||||
Debt instrument, basis spread on variable rate | 3.00% | ||||
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company | Base Rate | First Amendment | |||||
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 | Base Rate | First Amendment | Minimum | |||||
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 | Base Rate | First Amendment | Maximum | |||||
Line of Credit Facility | |||||
Debt instrument, basis spread on variable rate | 2.00% | ||||
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company | Overnight Bank Funding Rate | First Amendment | |||||
Line of Credit Facility | |||||
Debt instrument, basis spread on variable rate | 0.50% | ||||
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company | Revolving credit facility | |||||
Line of Credit Facility | |||||
Line of credit facility, amount outstanding | 1,043,000 | ||||
Potential increase to borrowing capacity | $ 50,000,000 | ||||
Liquidity Covenant | 25,000,000 | ||||
Acquisition consideration threshold, per acquisition | 50,000,000 | ||||
Aggregate acquisition threshold for four consecutive periods where acquisitions occurred | 50,000,000 | ||||
Aggregate acquisition consideration threshold | 100,000,000 | ||||
Line of credit facility, current borrowing capacity | $ 70,105,000 | ||||
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 | First Amendment | |||||
Line of Credit Facility | |||||
Line of credit facility, maximum borrowing capacity | 140,000,000 | ||||
Line of credit facility, accordion feature, decrease limit | 120,000,000 | ||||
Line of credit, accordion feature, lower borrowing capacity option | 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 | First Amendment | Forecast | |||||
Line of Credit Facility | |||||
Line of credit, accordion feature, lower borrowing capacity option | $ 5,000,000 | ||||
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company | Term loan | First Amendment | |||||
Line of Credit Facility | |||||
Debt instrument, face amount | 25,000,000 | ||||
Line of credit facility, amount outstanding | $ 22,500,000 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||||
Interest income | $ 234,000 | |||
Swap | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||||
Derivative, notional amount | 50,000,000 | $ 50,000,000 | ||
Investment expense | $ 178,000 | $ 468,000 | ||
Interest income | $ 21,000 | $ 142,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Term deposits | $ 17 | $ 17 |
Total assets | 17 | 17 |
Interest rate swaps | 1,332 | 480 |
Total liabilities | 1,332 | 480 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Term deposits | 17 | 17 |
Total assets | 17 | 17 |
Interest rate swaps | 0 | 0 |
Total liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Term deposits | 0 | 0 |
Total assets | 0 | 0 |
Interest rate swaps | 1,332 | 480 |
Total liabilities | 1,332 | 480 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Term deposits | 0 | 0 |
Total assets | 0 | 0 |
Interest rate swaps | 0 | 0 |
Total liabilities | $ 0 | $ 0 |
Earning Per Common Share - Sche
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 | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Numerator for basic and diluted earnings (loss) per common share: | ||||
Income from continuing operations | $ 16,578 | $ 3,754 | $ 23,543 | $ 17,773 |
Loss from discontinued operations | (9,748) | (690) | (18,056) | (1,455) |
Net income | $ 6,830 | $ 3,064 | $ 5,487 | $ 16,318 |
Denominator: | ||||
Weighted average shares outstanding (in shares) | 10,562 | 10,420 | 10,533 | 10,406 |
Denominator for basic earnings per common share (in shares) | 10,562 | 10,420 | 10,533 | 10,406 |
Effect of dilutive securities: | ||||
Other stock compensation plans (in shares) | 97 | 254 | 121 | 225 |
Dilutive potential common shares (in shares) | 97 | 254 | 121 | 225 |
Denominator for diluted earnings (loss) per common share - adjusted weighted average shares outstanding (in shares) | 10,659 | 10,674 | 10,654 | 10,631 |
Basic earnings (loss) per common share: | ||||
From continuing operations (usd per share) | $ 1.57 | $ 0.36 | $ 2.24 | $ 1.71 |
Basic earnings per common share from discontinuing operations (usd per share) | (0.92) | (0.07) | (1.72) | (0.14) |
Basic earnings per common share (usd per share) | 0.65 | 0.29 | 0.52 | 1.57 |
Diluted earnings (loss) per common share: | ||||
From continuing operations (usd per share) | 1.56 | 0.35 | 2.21 | 1.67 |
Diluted earnings per common share from discontinuing operations (usd per share) | (0.92) | (0.06) | (1.69) | (0.14) |
Diluted earnings per common share (usd per share) | $ 0.64 | $ 0.29 | $ 0.52 | $ 1.53 |
Anti-dilutive shares (in shares) | 0 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 29 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Stock-based compensation | $ 604 | $ 876 | $ 1,842 | $ 2,910 | |
Expected cost on shares expected to vest | $ 4,096 | $ 4,096 | $ 4,096 | ||
Recognition period for compensation expense not yet recognized | 3 years 6 months | ||||
Restricted Stock | Vesting Period 2 | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Vesting period | 3 years | ||||
Restricted Stock | Vesting Period 2 | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Vesting period | 1 year | ||||
Performance Share Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Vesting period | 3 years |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock and Performance Share Units (Details) | 9 Months Ended |
Sep. 30, 2020$ / 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 | $ 18.50 |
Weighted average shares granted (usd per share) | $ / shares | 16.72 |
Weighted average shares vested (usd per share) | $ / shares | 15.59 |
Weighted average shares adjustment for incentive awards expected to vest (usd per share) | $ / shares | 28.76 |
Weighted average grant date fair value, cancelled and forfeited (usd per share) | $ / shares | 20.07 |
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 (in shares) | 150,799 |
Granted (in shares) | 104,789 |
Vested (in shares) | (72,010) |
Adjustment for incentive awards expected to vest (in shares) | 0 |
Cancelled and forfeited (in shares) | (10,394) |
Nonvested Shares, Outstanding, Ending Balance (in shares) | 173,184 |
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 (in shares) | 54,078 |
Granted (in shares) | 12,058 |
Vested (in shares) | 0 |
Adjustment for incentive awards expected to vest (in shares) | 0 |
Cancelled and forfeited (in shares) | 0 |
Nonvested Shares, Outstanding, Ending Balance (in shares) | 66,136 |
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 (in shares) | 331,148 |
Granted (in shares) | 105,857 |
Vested (in shares) | (163,224) |
Adjustment for incentive awards expected to vest (in shares) | (21,006) |
Cancelled and forfeited (in shares) | (27,394) |
Nonvested Shares, Outstanding, Ending Balance (in shares) | 225,381 |
Retirement Plans - Narrative (D
Retirement Plans - Narrative (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($)plan | |
Defined Benefit Plan Disclosure | |
Defined contribution plan number | 6 |
United States | |
Defined Benefit Plan Disclosure | |
Number of retirement plans | 3 |
Number of defined benefit plans | 1 |
Defined contribution plan number | 2 |
Defined benefit plan, contributions by employer | $ | $ 300 |
Defined benefit plan, expected future employer contributions, current fiscal year | $ | $ 660 |
Canada | |
Defined Benefit Plan Disclosure | |
Defined contribution plan number | 2 |
Number of post-retirement benefit plan | 1 |
United Kingdom | |
Defined Benefit Plan Disclosure | |
Defined contribution plan number | 2 |
Defined benefit plan, contributions by employer | $ | $ 231 |
Defined benefit plans, estimated future employer contributions in current fiscal year | $ | $ 309 |
Retirement Plans - Schedule Of
Retirement Plans - Schedule Of Net Benefit Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
United States | ||||
Defined Benefit Plan Disclosure | ||||
Interest cost | $ 56 | $ 162 | $ 168 | $ 486 |
Expected return on plan assets | (58) | (180) | (173) | (540) |
Recognized net actuarial loss | 13 | 31 | 40 | 94 |
Net periodic pension cost | 11 | 13 | 35 | 40 |
United Kingdom | ||||
Defined Benefit Plan Disclosure | ||||
Interest cost | 43 | 53 | 129 | 159 |
Expected return on plan assets | (59) | (60) | (177) | (180) |
Amortization of prior service costs and transition amount | 6 | 10 | 18 | 30 |
Recognized net actuarial loss | 63 | 52 | 189 | 156 |
Net periodic pension cost | $ 53 | $ 55 | $ 159 | $ 165 |
Retirement Plans - Schedule o_2
Retirement Plans - Schedule of Costs of Retirement Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Defined Contribution Plan Disclosure | ||||
Expenses associated with contributions made | $ 482 | $ 734 | $ 972 | $ 2,174 |
United States | ||||
Defined Contribution Plan Disclosure | ||||
Expenses associated with contributions made | 346 | 602 | 558 | 1,744 |
Canada | ||||
Defined Contribution Plan Disclosure | ||||
Expenses associated with contributions made | 25 | 29 | 93 | 102 |
United Kingdom | ||||
Defined Contribution Plan Disclosure | ||||
Expenses associated with contributions made | $ 111 | $ 103 | $ 321 | $ 328 |
Commitments and Contingent Li_3
Commitments and Contingent Liabilities - Narrative (Details) $ in Thousands | Mar. 13, 2019USD ($) | Sep. 30, 2020USD ($)company | Dec. 31, 2019USD ($) | Jun. 05, 2017company |
Product Liability Contingency | ||||
Litigation settlement amount | $ 36,000 | |||
Number of companies that received a general notice letter (company) | company | 140 | |||
Present value of remedial work | 1,100,000 | |||
Undiscovered remedial work | $ 1,700,000 | |||
Anticipated clean period | 13 years | |||
Number of potentially responsible parties included in agreement | company | 100 | |||
Accrual for environmental loss | $ 2,562 | $ 2,608 | ||
Uprr | ||||
Product Liability Contingency | ||||
Annual commitment amount | 8,000 | |||
Uprr | ||||
Product Liability Contingency | ||||
Litigation settlement amount | $ 50,000 | |||
Litigation settlement amount, current | 2,000 | |||
Litigation settlement amount, non-current | $ 48,000 | |||
Payment period | 6 years |
Commitments and Contingent Li_4
Commitments and Contingent Liabilities - Schedule of Product Warranty Liability (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Movement in Standard Product Warranty Accrual | |
Beginning balance | $ 1,222 |
Additions to warranty liability | 571 |
Warranty liability utilized | (607) |
Ending balance | $ 1,186 |
Commitments and Contingent Li_5
Commitments and Contingent Liabilities - Future Payments (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2020 | $ 4,000 |
2021 | 8,000 |
2022 | 8,000 |
2023 | 8,000 |
2024 | 8,000 |
Total | $ 36,000 |
Commitments and Contingent Li_6
Commitments and Contingent Liabilities - Environmental Loss Contingencies (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Accrual for Environmental Loss Contingencies | |
Environmental liability, beginning balance | $ 2,608 |
Environmental obligations utilized | (46) |
Environmental liability, ending balance | $ 2,562 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Income tax (benefit) expense | $ (13,742) | $ 836 | $ (11,698) | $ 3,883 |
Pre-tax income | $ 2,836 | $ 4,590 | $ 11,845 | $ 21,656 |
Effective income tax rate (percent) | (484.60%) | 18.20% | (98.80%) | 17.90% |
Discrete income tax benefit | $ 15,824 | $ 15,824 | ||
Income taxes receivable, current | $ 9,008 | $ 9,008 |