Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 01, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Commission File Number | 000-10436 | |
Entity Registrant Name | L.B. Foster Company | |
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 12(b) Security | Common Stock, par value $0.01 | |
Trading Symbol | FSTR | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 10,929,296 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0000352825 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 4,943 | $ 10,372 |
Accounts receivable - net (Note 6) | 80,672 | 55,911 |
Contract assets - net (Note 4) | 31,963 | 36,179 |
Inventories - net (Note 7) | 85,146 | 62,871 |
Other current assets | 13,664 | 14,146 |
Total current assets | 216,388 | 179,479 |
Property, plant, and equipment - net (Note 8) | 83,957 | 58,222 |
Operating lease right-of-use assets - net (Note 9) | 12,701 | 15,131 |
Other assets: | ||
Goodwill (Note 5) | 33,430 | 20,152 |
Other intangibles - net (Note 5) | 29,195 | 31,023 |
Deferred tax assets (Note 12) | 36,272 | 37,242 |
Other assets | 1,249 | 1,346 |
TOTAL ASSETS | 413,192 | 342,595 |
Current liabilities: | ||
Accounts payable | 51,231 | 41,411 |
Deferred revenue | 22,157 | 13,411 |
Accrued payroll and employee benefits | 8,820 | 9,517 |
Current portion of accrued settlement (Note 16) | 8,000 | 8,000 |
Current maturities of long-term debt (Note 10) | 82 | 98 |
Other accrued liabilities | 14,811 | 13,757 |
Total current liabilities | 105,101 | 86,194 |
Long-term debt (Note 10) | 98,837 | 31,153 |
Deferred tax liabilities (Note 12) | 2,817 | 3,753 |
Long-term portion of accrued settlement (Note 16) | 12,000 | 16,000 |
Long-term operating lease liabilities (Note 9) | 10,001 | 12,279 |
Other long-term liabilities | 8,735 | 9,606 |
Stockholders’ equity: | ||
Common stock, par value $0.01, authorized 20,000,000 shares; shares issued at September 30, 2022 and December 31, 2021, 11,115,779; shares outstanding at September 30, 2022 and December 31, 2021, 10,731,555 and 10,670,343, respectively | 111 | 111 |
Paid-in capital | 42,608 | 43,272 |
Retained earnings | 167,100 | 168,733 |
Treasury stock - at cost, 384,224 and 445,436 common stock shares at September 30, 2022 and December 31, 2021, respectively | (8,351) | (10,179) |
Accumulated other comprehensive loss | (26,206) | (18,845) |
Total L.B. Foster Company stockholders’ equity | 175,262 | 183,092 |
Noncontrolling interest | 439 | 518 |
Total stockholders’ equity | 175,701 | 183,610 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 413,192 | $ 342,595 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
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, shares issued (in shares) | 11,115,779 | 11,115,779 |
Common stock, shares outstanding (in shares) | 10,731,555 | 10,670,343 |
Treasury stock shares - at cost, common stock (in shares) | 384,224 | 445,436 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Total net sales | $ 130,015 | $ 130,053 | $ 360,324 | $ 400,655 |
Total cost of sales | 106,918 | 107,777 | 297,487 | 333,388 |
Gross profit | 23,097 | 22,276 | 62,837 | 67,267 |
Selling and administrative expenses | 22,618 | 20,056 | 59,310 | 57,849 |
Amortization expense | 1,599 | 1,462 | 4,454 | 4,397 |
Operating (loss) profit | (1,120) | 758 | (927) | 5,021 |
Interest expense - net | 993 | 722 | 1,747 | 2,454 |
Other expense (income) - net | 168 | (2,880) | (1,096) | (2,751) |
(Loss) income from continuing operations before income taxes | (2,281) | 2,916 | (1,578) | 5,318 |
Income tax (benefit) expense from continuing operations | (176) | 676 | 137 | 1,494 |
Net (loss) income from continuing operations | (2,105) | 2,240 | (1,715) | 3,824 |
Net loss attributable to noncontrolling interest | (28) | (30) | (82) | (64) |
Net (loss) income from continuing operations | (2,077) | 2,270 | (1,633) | 3,888 |
Income from discontinued operations before income taxes | 0 | 72 | 0 | 72 |
Income tax benefit from discontinued operations | 0 | 0 | 0 | 0 |
Income from discontinued operations | 0 | 72 | 0 | 72 |
Net (loss) income attributable to L.B. Foster Company | $ (2,077) | $ 2,342 | $ (1,633) | $ 3,960 |
From continuing operations (usd per share) | $ (0.20) | $ 0.21 | $ (0.16) | $ 0.36 |
From discontinued operations (usd per share) | 0 | 0.01 | 0 | 0.01 |
Basic loss per common share (usd per share) | (0.20) | 0.22 | (0.16) | 0.37 |
From continuing operations (usd per share) | (0.20) | 0.21 | (0.16) | 0.36 |
From discontinued operations (usd per share) | 0 | 0.01 | 0 | 0.01 |
Diluted loss per common share (usd per share) | $ (0.20) | $ 0.22 | $ (0.16) | $ 0.37 |
Sales of goods | ||||
Total net sales | $ 117,302 | $ 112,813 | $ 318,307 | $ 351,668 |
Total cost of sales | 93,737 | 93,521 | 258,913 | 292,733 |
Sales of services | ||||
Total net sales | 12,713 | 17,240 | 42,017 | 48,987 |
Total cost of sales | $ 13,181 | $ 14,256 | $ 38,574 | $ 40,655 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Statement of Comprehensive Income [Abstract] | |||||
Net (loss) income | $ (2,105) | $ 2,312 | $ (1,715) | $ 3,896 | |
Other comprehensive (loss) income, net of tax: | |||||
Foreign currency translation adjustment | (4,341) | (1,610) | (8,933) | (649) | |
Unrealized gain (loss) on cash flow hedges, net of tax (expense) benefit of $(217), $11, $(455),and $11, respectively | 632 | (33) | 1,330 | (33) | |
Cash flow hedges reclassified to earnings, net of tax expense of $0, $99, $66, and $295, respectively | 0 | 136 | 93 | 409 | |
Reclassification of pension liability adjustments to earnings, net of tax expense of $8, $23, $40, and $71, respectively* | [1] | 50 | 92 | 149 | 274 |
Total comprehensive (loss) income | (5,764) | 897 | (9,076) | 3,897 | |
Less comprehensive (loss) income attributable to noncontrolling interest: | |||||
Net loss attributable to noncontrolling interest | (28) | (30) | (82) | (64) | |
Foreign currency translation adjustment | (21) | (31) | 3 | (10) | |
Amounts attributable to noncontrolling interest | (49) | (61) | (79) | (74) | |
Comprehensive (loss) income attributable to L.B. Foster Company | $ (5,715) | $ 958 | $ (8,997) | $ 3,971 | |
[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 (Loss) Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Unrealized gain (loss) on cash flow hedge, tax | $ (217) | $ 11 | $ (455) | $ 11 |
Cash flow hedges reclassified to earnings, tax | 0 | 99 | 66 | 295 |
Reclassification of pension liability adjustments to earnings, tax | $ 8 | $ 23 | $ 40 | $ 71 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (loss) income | $ (1,715) | $ 3,824 |
Adjustments to reconcile net (loss) income to cash (used in) provided by operating activities: | ||
Deferred income taxes | (962) | 526 |
Depreciation | 6,083 | 6,049 |
Amortization | 4,454 | 4,397 |
Equity in income of nonconsolidated investments | (38) | (5) |
(Gain) loss on sales and disposals of property, plant, and equipment | (214) | 30 |
Stock-based compensation | 1,570 | 1,800 |
Gain on asset divestitures | (44) | (2,741) |
Change in operating assets and liabilities: | ||
Accounts receivable | (23,760) | (6,384) |
Contract assets | (1,037) | (3,321) |
Inventories | (21,571) | (9,344) |
Other current assets | 2,309 | (469) |
Other noncurrent assets | 2,468 | 2,063 |
Accounts payable | 12,307 | (892) |
Deferred revenue | 7,493 | 6,046 |
Accrued payroll and employee benefits | (417) | 852 |
Accrued settlement | (4,000) | (4,000) |
Other current liabilities | 54 | (3,461) |
Other long-term liabilities | (1,816) | (1,780) |
Net cash used in continuing operating activities | (18,836) | (6,810) |
Net cash used in discontinued operating activities | 0 | (253) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from the sale of property, plant, and equipment | 259 | 0 |
Capital expenditures on property, plant, and equipment | (4,559) | (3,568) |
Proceeds from asset divestitures | 8,800 | 22,707 |
Acquisitions, net of cash acquired | (58,561) | (229) |
Net cash (used in) provided by continuing investing activities | (54,061) | 18,910 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayments of debt | (128,771) | (147,224) |
Proceeds from debt | 197,926 | 134,705 |
Debt issuance costs | (182) | (358) |
Treasury stock acquisitions | (405) | (549) |
Investment of noncontrolling interest | 0 | 396 |
Net cash provided by (used in) continuing financing activities | 68,568 | (13,030) |
Effect of exchange rate changes on cash and cash equivalents | (1,100) | 24 |
Net decrease in cash and cash equivalents | (5,429) | (1,159) |
Cash and cash equivalents at beginning of period | 10,372 | 7,564 |
Cash and cash equivalents at end of period | 4,943 | 6,405 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 1,337 | 2,205 |
Income taxes (received) paid | $ (5,151) | $ 1,215 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Paid-in Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Loss | Noncontrolling Interest |
Beginning balance at Dec. 31, 2020 | $ 176,830 | $ 111 | $ 44,583 | $ 165,107 | $ (12,703) | $ (20,268) | $ 0 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net (loss) income | 3,896 | 3,960 | (64) | ||||
Other comprehensive loss income, net of tax: | |||||||
Pension liability adjustment | 274 | 274 | |||||
Foreign currency translation adjustment | (649) | (639) | (10) | ||||
Unrealized derivative gain on cash flow hedges | (33) | (33) | |||||
Cash flow hedges reclassified to earnings | 409 | 409 | |||||
Issuance of common shares, net of share withheld for taxes | (549) | (2,335) | 1,786 | ||||
Stock-based compensation | 1,800 | 1,800 | |||||
Investment of noncontrolling interest | 396 | 396 | |||||
Ending balance at Sep. 30, 2021 | 182,374 | 111 | 44,048 | 169,067 | (10,917) | (20,257) | 322 |
Beginning balance at Jun. 30, 2021 | 180,892 | 111 | 43,650 | 166,725 | (11,104) | (18,873) | 383 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net (loss) income | 2,312 | 2,342 | (30) | ||||
Other comprehensive loss income, net of tax: | |||||||
Pension liability adjustment | 92 | 92 | |||||
Foreign currency translation adjustment | (1,610) | (1,579) | (31) | ||||
Unrealized derivative gain on cash flow hedges | (33) | (33) | |||||
Cash flow hedges reclassified to earnings | 136 | 136 | |||||
Issuance of common shares, net of share withheld for taxes | (2) | (189) | 187 | ||||
Stock-based compensation | 587 | 587 | |||||
Ending balance at Sep. 30, 2021 | 182,374 | 111 | 44,048 | 169,067 | (10,917) | (20,257) | 322 |
Beginning balance at Dec. 31, 2021 | 183,610 | 111 | 43,272 | 168,733 | (10,179) | (18,845) | 518 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net (loss) income | (1,715) | (1,633) | (82) | ||||
Other comprehensive loss income, net of tax: | |||||||
Pension liability adjustment | 149 | 149 | |||||
Foreign currency translation adjustment | (8,930) | (8,933) | 3 | ||||
Unrealized derivative gain on cash flow hedges | 1,330 | 1,330 | |||||
Cash flow hedges reclassified to earnings | 93 | 93 | |||||
Issuance of common shares, net of share withheld for taxes | (406) | (2,234) | 1,828 | ||||
Stock-based compensation | 1,570 | 1,570 | |||||
Ending balance at Sep. 30, 2022 | 175,701 | 111 | 42,608 | 167,100 | (8,351) | (26,206) | 439 |
Beginning balance at Jun. 30, 2022 | 181,039 | 111 | 42,201 | 169,177 | (8,391) | (22,547) | 488 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net (loss) income | (2,105) | (2,077) | (28) | ||||
Other comprehensive loss income, net of tax: | |||||||
Pension liability adjustment | 50 | 50 | |||||
Foreign currency translation adjustment | (4,362) | (4,341) | (21) | ||||
Unrealized derivative gain on cash flow hedges | 632 | 632 | |||||
Cash flow hedges reclassified to earnings | 0 | ||||||
Issuance of common shares, net of share withheld for taxes | 60 | 20 | 40 | ||||
Stock-based compensation | 387 | 387 | |||||
Ending balance at Sep. 30, 2022 | $ 175,701 | $ 111 | $ 42,608 | $ 167,100 | $ (8,351) | $ (26,206) | $ 439 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||||
Common shares issues net of shares withheld (in shares) | 605 | 8,113 | 61,212 | 114,288 |
Financial Statements
Financial Statements | 9 Months Ended |
Sep. 30, 2022 | |
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 8 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 and Condensed Consolidated Statements of Cash Flows of L.B. Foster Company and subsidiaries as of September 30, 2022 and December 31, 2021 and its Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Comprehensive (Loss) Income, and Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2022 and 2021 have been included. However, actual results could differ from those estimates and changes in those estimates are recorded when known. The results of operations for interim periods are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The Condensed Consolidated Balance Sheet as of December 31, 2021 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, 2021. 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. Reclassifications Certain accounts in the prior year consolidated financial statements have been reclassified for comparative purposes principally to conform to the presentation of reporting segments in the current year period. Effective for the quarter and year ended December 31, 2021, the Company implemented operational changes in how its Chief Operating Decision Maker (“CODM”) manages its businesses, including resource allocation and operating decisions. As a result of these changes, the Company has three reporting segments, representing the individual businesses that are run separately under the new structure: Rail, Technologies, and Services; Precast Concrete Products; and Steel Products and Measurement. The Company has revised the information for all periods presented in this Quarterly Report on Form 10-Q to reflect these reclassifications. Recently Issued Accounting Standards In March 2020 and as clarified in January 2021, 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 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. The Company does not expect the provisions of ASU 2020-04 to have a significant impact on its financial condition, results of operations, or cash flows. |
Business Segments
Business Segments | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Business Segments | Business Segments The Company is a global solutions provider of engineered, manufactured products and services that builds and supports infrastructure. The Company’s innovative engineering and product development solutions address the safety, reliability, and performance needs of its customers’ most challenging requirements. The Company maintains locations in North America, South America, Europe, and Asia. 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 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 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, 2021. The following table illustrates the Company’s revenues and profit (loss) from operations by segment for the periods indicated: Three Months Ended Three Months Ended Net Sales Segment Operating Profit Net Sales Segment Operating Profit (Loss) Rail, Technologies, and Services $ 77,350 $ 539 $ 73,942 $ 3,091 Precast Concrete Products 28,856 1,245 17,972 144 Steel Products and Measurement 23,809 303 38,139 (27) Total $ 130,015 $ 2,087 $ 130,053 $ 3,208 Nine Months Ended Nine Months Ended Net Sales Segment Operating Profit (Loss) Net Sales Segment Operating Profit (Loss) Rail, Technologies, and Services $ 222,857 $ 5,576 $ 228,956 $ 10,970 Precast Concrete Products 67,477 329 50,723 1,175 Steel Products and Measurement 69,990 (1,083) 120,976 (140) Total $ 360,324 $ 4,822 $ 400,655 $ 12,005 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 to the Company’s consolidated total for the periods presented: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Operating profit for reportable segments $ 2,087 $ 3,208 $ 4,822 $ 12,005 Interest expense - net (993) (722) (1,747) (2,454) Other (expense) income - net (168) 2,880 1,096 2,751 Unallocated corporate expenses and other unallocated charges (3,207) (2,450) (5,749) (6,984) (Loss) income from continuing operations before income taxes $ (2,281) $ 2,916 $ (1,578) $ 5,318 The following table illustrates assets of the Company by segment for the periods presented: September 30, December 31, Rail, Technologies, and Services $ 165,651 $ 171,608 Precast Concrete Products 116,519 48,740 Steel Products and Measurement 64,830 58,377 Unallocated corporate assets 66,192 63,870 Total $ 413,192 $ 342,595 |
Acquisitions and Divestitures
Acquisitions and Divestitures | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions and Divestitures | Acquisitions and Divestitures Skratch Enterprises Ltd. On June 21, 2022, the Company acquired the stock of Skratch Enterprises Ltd. (“Skratch”) for $7,402, which is inclusive of deferred payments withheld by the Company of $1,228, to be paid over the next five years or utilized to satisfy post-closing working capital adjustments or indemnity claims under the purchase agreement. Located in Telford, United Kingdom, Skratch offers a single-point supply solution model for clients, and enabling large scale deployments. Skratch’s service offerings include design, prototyping and proof of concept, hardware and software, logistics and warehousing, installation, maintenance, content management, and managed monitoring. Skratch has been included in the Company’s Technology Services and Solutions business unit within the Rail, Technologies, and Services segment. VanHooseCo Precast LLC On August 12, 2022, the Company acquired the operating assets of VanHooseCo Precast LLC (“VanHooseCo”), a privately-held business headquartered in Loudon, Tennessee specializing in precast concrete walls, water management products, and traditional precast products for the industrial, commercial, and residential infrastructure markets. The Company acquired VanHooseCo for $52,203, net of cash acquired at closing, subject to the finalization of net working capital adjustments. An amount equal to $2,500 of the purchase price was deposited in an escrow account in order to cover breaches of representations and warranties. The acquisition agreement includes two employment agreements whereby principals have the ability to earn up to an additional $1,000 dependent upon the successful completion of the principals’ employment agreements. VanHooseCo has been included in the Company’s Precast Concrete Products segment. Acquisition Summary Each transaction was accounted for under the acquisition method of accounting under U.S. GAAP which requires an acquiring entity to recognize, with limited exceptions, all of the assets acquired and liabilities assumed in a transaction at fair value as of the acquisition date. Goodwill primarily represents the value paid for each acquisition’s enhancement to the Company’s product and service offerings and capabilities, as well as a premium payment related to the ability to control the acquired assets, as well as the assembled workforce provided. VanHooseCo contributed net sales of $6,353 and operating profit of $397 to the Company’s consolidated results for the period from August 12, 2022 through September 30, 2022. The table below summarizes the Company’s results as though the VanHooseCo acquisition had been completed on January 1, 2022. Certain of VanHooseCo’s historical amounts were reclassified to conform to the Company’s financial presentation of operations, which included recording inventory and property, plant, and equipment at fair market value, to establish intangible assets, to remove deferred compensation expense, and to include interest expense for the additional borrowings. The following unaudited pro forma information is provided for informational purposes only and does not represent what consolidated results of operations would have been had the VanHooseCo acquisition occurred on January 1, 2022 nor are they necessarily indicative of future consolidated results of operations. The Company has omitted the prior year interim period from the table below due to the acquired company being a privately-held entity with limited interim financial information. Nine Months Ended 2022 Net sales $ 385,824 Net loss attributable to L.B. Foster Company (633) Diluted loss per share As reported $ (0.16) Pro forma $ (0.06) The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of the VanHooseCo and Skratch acquisitions. Due to the timing of the acquisitions, the Company is in the process of measuring the fair value of assets acquired and liabilities assumed, including intangible assets, and values for the allocations shown in the tables below are preliminary. Allocation of purchase price VanHooseCo Skratch Current assets, net of cash acquired on the acquisition date $ 10,825 $ 1,129 Property, plant, and equipment 30,001 174 Goodwill 9,674 5,549 Other intangibles 4,561 1,750 Liabilities assumed (2,521) (1,200) Total $ 52,540 $ 7,402 The following table summarizes the estimates of the fair values of the VanHooseCo and Skratch identifiable intangible assets acquired: Identifiable intangible assets VanHooseCo Skratch Non-compete agreements $ — 27 Customer relationships 1,537 1,349 Trademarks and trade names 2,697 374 Favorable lease 327 — Total $ 4,561 $ 1,750 The Company made a preliminary allocation of the purchase price for the VanHooseCo and Skratch acquisitions as of the acquisition date based on its understanding of the fair value of the acquired assets and assumed liabilities. These nonrecurring fair value measurements are classified as Level 3 in the fair value hierarchy. See Note 14 for a description of the fair value hierarchy. Due to the timing of the acquisitions, values shown in the table above are preliminary. If new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement recognized for assets or liabilities assumed, the Company will retrospectively adjust the amounts recognized as of the acquisition date. Divestiture Summary On August 1, 2022, the Company divested the assets of its rail spikes and anchors track components business (“Track Components”) located in St-Jean-sur-Richelieu, Quebec, Canada. Cash proceeds from the transaction were $7,795, subject to indemnification obligations and working capital adjustments. The Track Components business was reported in the Rail Products business unit within the Rail, Technologies, and Services segment. On September 24, 2021, the Company executed the sale of its Piling Products division for $23,902 in total proceeds. The sale included substantially all inventory held by the Company associated with the division. The Piling Products division was included in the Fabricated Steel business unit within the Steel Products and Measurement segment. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Revenue from products or services provided to customers over time accounted for 23.8% and 35.8% of revenue for the three months ended September 30, 2022 and 2021, respectively, and 27.0% and 29.7% of revenue for the nine months ended September 30, 2022 and 2021, respectively. The majority of revenue under these long-term agreements is 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 its performance to date under the terms of the contract. Revenue recognized over time using an input measure was $14,380 and $30,314 for the three months ended September 30, 2022 and 2021, respectively, and $53,791 and $79,109 for the nine months ended September 30, 2022 and 2021, 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 $16,520 and $16,262 for the three months ended September 30, 2022 and 2021, respectively, and $43,514 and $40,013 for the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022 and December 31, 2021, the Company had contract assets of $31,963 and $36,179, respectively, that were recorded within the Condensed Consolidated Balance Sheets. As of September 30, 2022 and December 31, 2021, the Company had contract liabilities of $4,606 and $3,235, 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 76.2% and 64.2% of revenue for the three months ended September 30, 2022 and 2021, respectively, and 73.0% and 70.3% for nine months ended September 30, 2022 and 2021. The Company recognizes revenue at the point in time at which the customer obtains control of the product or service is performed, 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 2022 2021 2022 2021 Rail Products and Global Friction Management $ 69,161 $ 60,593 $ 191,228 $ 192,661 Technology Services and Solutions 8,189 13,349 31,629 36,295 Rail, Technologies, and Services 77,350 73,942 222,857 228,956 Precast Concrete Buildings 15,525 13,884 41,306 40,516 Other Precast Concrete Products 13,331 4,088 26,171 10,207 Precast Concrete Products 28,856 17,972 67,477 50,723 Fabricated Steel Products 15,250 30,512 45,821 100,233 Coatings and Measurement 8,559 7,627 24,169 20,743 Steel Products and Measurement 23,809 38,139 69,990 120,976 Total net sales $ 130,015 $ 130,053 $ 360,324 $ 400,655 Net sales by the timing of the transfer of products and performance of services was as follows for the periods presented: Three Months Ended September 30, 2022 Rail, Technologies, and Services Precast Concrete Products Steel Products and Measurement Total Point in time $ 64,913 $ 13,331 $ 20,871 $ 99,115 Over time 12,437 15,525 2,938 30,900 Total net sales $ 77,350 $ 28,856 $ 23,809 $ 130,015 Three Months Ended September 30, 2021 Rail, Technologies, and Services Precast Concrete Products Steel Products and Measurement Total Point in time $ 54,470 $ 4,088 $ 24,919 $ 83,477 Over time 19,472 13,884 13,220 46,576 Total net sales $ 73,942 $ 17,972 $ 38,139 $ 130,053 Nine Months Ended September 30, 2022 Rail, Technologies, and Services Precast Concrete Products Steel Products and Measurement Total Point in time $ 179,951 $ 26,171 $ 56,897 $ 263,019 Over time 42,906 41,306 13,093 97,305 Total net sales $ 222,857 $ 67,477 $ 69,990 $ 360,324 Nine Months Ended September 30, 2021 Rail, Technologies, and Services Precast Concrete Products Steel Products and Measurement Total Point in time $ 178,225 $ 10,209 $ 93,099 $ 281,533 Over time 50,731 40,514 27,877 119,122 Total net sales $ 228,956 $ 50,723 $ 120,976 $ 400,655 The timing of revenue recognition, billings, and cash collections results in billed receivables, costs in excess of billings (included in “Contract assets”), and billings in excess of costs (contract liabilities, included in “Deferred revenue”) within the Condensed Consolidated Balance Sheets. Significant changes in contract assets during the nine months ended September 30, 2022 included transfers of $14,293 from the contract assets balance as of December 31, 2021 to accounts receivable. Significant changes in contract liabilities during the nine months ended September 30, 2022 resulted from increases of $3,087 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, 2022 and 2021 of $14 and $81, respectively, and revenue recognized during the nine months ended September 30, 2022 and 2021 of $2,656 and $985, respectively, which were included in contract liabilities at the beginning of each period. The Company records provisions related to the allowance for credit losses associated with contract assets. Provisions are recorded based upon a specific review of individual contracts as necessary, and a standard provision over any remaining contract assets pooled together based on similar risk of credit loss. The development of these provisions are 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 are formed based on trends observed, as well as current and expected future conditions. As of September 30, 2022, the Company had approximately $272,777 of obligations under new contracts and remaining performance obligations, which is also referred to as backlog. Approximately 10.1% of the September 30, 2022 backlog was related to projects that are anticipated to extend beyond September 30, 2023. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The following table presents the changes in goodwill balance by reportable segment for the period presented: Rail, Technologies, and Services Precast Concrete Products Steel Products and Measurement Total Balance as of December 31, 2021 $ 14,577 $ 2,564 $ 3,011 $ 20,152 Skratch acquisition 5,549 — — 5,549 VanHooseCo acquisition — 9,674 — 9,674 Foreign currency translation impact (1,945) — — (1,945) Balance as of September 30, 2022 $ 18,181 $ 12,238 $ 3,011 $ 33,430 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 and current economic conditions, including but not limited to labor markets, supply chains, and other inflationary costs. However, the future impacts of COVID-19 and market conditions 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, 2022. The components of the Company’s intangible assets were as follows for the periods presented: September 30, 2022 Weighted Average Gross Accumulated Net Non-compete agreements 1 $ 24 $ (8) $ 16 Patents 10 326 (182) 144 Customer relationships 16 32,941 (16,363) 16,578 Trademarks and trade names 15 9,542 (5,056) 4,486 Technology 14 34,855 (27,202) 7,653 Favorable lease 6 327 (9) 318 $ 78,015 $ (48,820) $ 29,195 December 31, 2021 Weighted Average Gross Accumulated Net Patents 10 $ 385 $ (218) $ 167 Customer relationships 18 36,163 (18,222) 17,941 Trademarks and trade names 16 7,801 (4,702) 3,099 Technology 13 35,772 (25,956) 9,816 $ 80,121 $ (49,098) $ 31,023 The Company amortizes intangible assets over their useful lives, which range from 1 to 25 years, with a total weighted average amortization period of approximately 15 years as of September 30, 2022. Amortization expense was $1,599 and $1,462 for the three months ended September 30, 2022 and 2021, respectively, and was $4,454 and $4,397 for the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022, the Company’s gross carrying value of customer relationships and technology intangible assets were reduced by $5,448 and $471, respectively, and the net carrying amount of customer relationships and technology intangible assets were reduced by $2,869 and $7, respectively, as a result of the August 1, 2022 disposition of the Track Components business. As of September 30, 2022, estimated amortization expense for the remainder of 2022 and thereafter was as follows: Amortization Expense Remainder of 2022 $ 1,603 2023 6,036 2024 5,042 2025 3,219 2026 2,630 2027 and thereafter 10,665 $ 29,195 |
Accounts Receivable
Accounts Receivable | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022 and December 31, 2021 have been reduced by an allowance for credit losses of $515 and $547, respectively. Changes in reserves for uncollectible accounts, which are recorded as part of “Selling and administrative expenses” within the Condensed Consolidated Statements of Operations, resulted in income of $40 and $145 for the three months ended September 30, 2022 and 2021, respectively, and expense of $171 and income of $127 for the nine months ended September 30, 2022 and 2021, respectively. 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 considers current and expected future market and other conditions. Trade receivables are pooled within the calculation based on a range of ages, which we believe 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, including the impacts of the COVID-19 pandemic. Management maintains stringent credit review practices and works to maintain positive customer relationships to further mitigate credit risk. The following table sets forth the Company’s allowance for credit losses: Allowance for Credit Losses Balance as of December 31, 2021 $ 547 Current period provision 171 Write-off against allowance (203) Balance as of September 30, 2022 $ 515 |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventories as of September 30, 2022 and December 31, 2021 are summarized in the following table: September 30, December 31, Finished goods $ 43,745 $ 23,822 Work-in-process 11,862 10,738 Raw materials 29,539 28,311 Inventories - net $ 85,146 $ 62,871 |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant, and Equipment Property, plant, and equipment as of September 30, 2022 and December 31, 2021 consisted of the following: September 30, December 31, Land $ 5,256 $ 6,224 Improvements to land and leaseholds 20,762 15,416 Buildings 34,468 27,206 Machinery and equipment, including equipment under finance leases 122,935 112,021 Construction in progress 3,102 1,194 Gross property, plant, and equipment 186,523 162,061 Less accumulated depreciation and amortization, including accumulated amortization of finance leases (102,566) (103,839) Property, plant, and equipment - net $ 83,957 $ 58,222 Depreciation expense was $2,269 and $2,041 for the three months ended September 30, 2022 and 2021, respectively, and $6,083 and $6,049 for the nine months ended September 30, 2022 and 2021, 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 long-lived asset is not recoverable and exceeds its fair value. There were no impairments of property, plant, and equipment during the nine months ended September 30, 2022 and 2021. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
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 within “Property, plant, and equipment - net,” “Current maturities of long-term debt,” and “Long-term debt” within 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, 2022, 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, 2022 and December 31, 2021: September 30, December 31, Operating leases Operating lease right-of-use assets $ 12,701 $ 15,131 Other accrued liabilities $ 2,700 $ 2,852 Long-term operating lease liabilities 10,001 12,279 Total operating lease liabilities $ 12,701 $ 15,131 Finance leases Property, plant, and equipment $ 1,250 $ 1,162 Accumulated amortization (1,094) (1,011) Property, plant, and equipment - net $ 156 $ 151 Current maturities of long-term debt $ 82 $ 98 Long-term debt 74 53 Total finance lease liabilities $ 156 $ 151 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, 2022 and 2021: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Finance lease cost: Amortization of finance leases $ 44 $ 50 $ 119 $ 152 Interest on lease liabilities 7 19 20 61 Operating lease cost 706 706 2,188 2,042 Sublease income (50) (50) (150) (150) Total lease cost $ 707 $ 725 $ 2,177 $ 2,105 The cash flow components of the Company’s leases were as follows for the nine months ended September 30, 2022 and 2021: Nine Months Ended 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows related to operating leases $ (2,568) $ (2,462) Financing cash flows related to finance leases (110) (166) Right-of-use assets obtained in exchange for new lease liabilities: Operating leases $ — $ 377 The weighted-average remaining lease term (in years) and discount rate related to the operating leases were as follows as of the dates presented: September 30, 2022 2021 Operating lease weighted-average remaining lease term 5 7 Operating lease weighted-average discount rate 5.2 % 5.2 % Finance lease weighted-average remaining lease term 1 1 Finance lease weighted-average discount rate 4 % 4.2 % As of September 30, 2022, estimated annual maturities of lease liabilities remaining for the year ending December 31, 2022 and thereafter were as follows: Operating Leases Finance Leases Remainder of 2022 $ 845 $ 32 2023 3,234 77 2024 2,900 41 2025 2,351 20 2026 2,147 9 2027 and thereafter 3,092 — Total undiscounted lease payments 14,569 179 Interest (1,868) (23) Total $ 12,701 $ 156 |
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 within “Property, plant, and equipment - net,” “Current maturities of long-term debt,” and “Long-term debt” within 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, 2022, 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, 2022 and December 31, 2021: September 30, December 31, Operating leases Operating lease right-of-use assets $ 12,701 $ 15,131 Other accrued liabilities $ 2,700 $ 2,852 Long-term operating lease liabilities 10,001 12,279 Total operating lease liabilities $ 12,701 $ 15,131 Finance leases Property, plant, and equipment $ 1,250 $ 1,162 Accumulated amortization (1,094) (1,011) Property, plant, and equipment - net $ 156 $ 151 Current maturities of long-term debt $ 82 $ 98 Long-term debt 74 53 Total finance lease liabilities $ 156 $ 151 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, 2022 and 2021: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Finance lease cost: Amortization of finance leases $ 44 $ 50 $ 119 $ 152 Interest on lease liabilities 7 19 20 61 Operating lease cost 706 706 2,188 2,042 Sublease income (50) (50) (150) (150) Total lease cost $ 707 $ 725 $ 2,177 $ 2,105 The cash flow components of the Company’s leases were as follows for the nine months ended September 30, 2022 and 2021: Nine Months Ended 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows related to operating leases $ (2,568) $ (2,462) Financing cash flows related to finance leases (110) (166) Right-of-use assets obtained in exchange for new lease liabilities: Operating leases $ — $ 377 The weighted-average remaining lease term (in years) and discount rate related to the operating leases were as follows as of the dates presented: September 30, 2022 2021 Operating lease weighted-average remaining lease term 5 7 Operating lease weighted-average discount rate 5.2 % 5.2 % Finance lease weighted-average remaining lease term 1 1 Finance lease weighted-average discount rate 4 % 4.2 % As of September 30, 2022, estimated annual maturities of lease liabilities remaining for the year ending December 31, 2022 and thereafter were as follows: Operating Leases Finance Leases Remainder of 2022 $ 845 $ 32 2023 3,234 77 2024 2,900 41 2025 2,351 20 2026 2,147 9 2027 and thereafter 3,092 — Total undiscounted lease payments 14,569 179 Interest (1,868) (23) Total $ 12,701 $ 156 |
Long-term Debt and Related Matt
Long-term Debt and Related Matters | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-term Debt and Related Matters | Long-Term Debt and Related MattersLong-term debt consisted of the following: September 30, December 31, Revolving credit facility $ 98,763 $ 31,100 Finance leases and financing agreements 156 151 Total 98,919 31,251 Less current maturities (82) (98) Long-term portion $ 98,837 $ 31,153 On August 13, 2021, the Company, its domestic subsidiaries, and certain of its Canadian and United Kingdom subsidiaries (collectively, the “Borrowers”), entered into the Fourth Amended and Restated Credit Agreement (the “Credit Agreement”) with PNC Bank, N.A., Citizens Bank, N.A., Wells Fargo Bank, National Association, Bank of America, N.A., and BMO Harris Bank, National Association. The Credit Agreement modifies the prior revolving credit facility, as amended, on more favorable terms and extends the maturity date from April 30, 2024 to August 13, 2026. The Credit Agreement provides for a five-year, revolving credit facility that permits aggregate borrowings of the Borrowers up to $130,000 (a $15,000 increase over the previous commitment) with a sublimit of the equivalent of $25,000 U.S. dollars that is available to the Canadian and United Kingdom borrowers in the aggregate. The Credit Agreement’s incremental loan feature permits the Company to increase the available commitments 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 obligation of the Company and its domestic, Canadian, and United Kingdom subsidiaries (the “Guarantors”) under the Credit Agreement will be secured by the grant of a security interest by the Borrowers and Guarantors in substantially all of the assets owned by such entities. Additionally, the equity interests in each of the loan parties, other than the Company, and the equity interests held by each loan party in their subsidiaries, will be pledged to the lenders as collateral for the lending obligations. Borrowings under the Credit Agreement will bear interest at rates based upon either the base rate or LIBOR rate plus applicable margins. Applicable margins are dictated by the ratio of the Company’s total net indebtedness to the Company’s consolidated EBITDA for four trailing quarters, as defined in the 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 LIBOR rate plus 100 basis points so long as the Daily LIBOR Rate is offered, ascertainable, and not unlawful (each as defined in the Credit Agreement). The base rate and LIBOR rate spreads range from 25 to 125 basis points and 125 to 225 basis points, respectively. The Credit Agreement includes two financial covenants: (a) Maximum Gross Leverage Ratio, defined as the Company’s consolidated Indebtedness (as defined in the Credit Agreement) divided by the Company’s consolidated EBITDA, which must not exceed (i) 3.25 to 1.00 for all testing periods other than during an Acquisition Period, and (ii) 3.50 to 1.00 for all testing periods occurring during an Acquisition Period (as defined in the Credit Agreement), and (b) Minimum Consolidated Fixed Charge Coverage Ratio, defined as the Company’s consolidated EBITDA divided by the Company’s Fixed Charges (as defined in the Credit Agreement), which must be more than 1.05 to 1.00. 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 $15,000 prior to and after giving effect to such acquisition; and (c) the aggregate consideration for the acquisition does not exceed: (i) $50,000 per acquisition, so long as the Gross Leverage Ratio (as defined in the Credit Agreement) is less than or equal to 2.75 after giving effect to such acquisition; or (ii) $75,000 per acquisition, so long as the Gross Leverage Ratio is less than or equal to 1.75 after giving effect to such acquisition. 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. On August 12, 2022, the Company amended its Credit Agreement to obtain approval for the VanHooseCo acquisition and temporarily modify certain financial covenants to accommodate the transaction. The Second Amendment permitted the Company to acquire the operating assets of VanHooseCo and modified the Maximum Gross Leverage Ratio covenant through June 30, 2023 to accommodate the transaction. The Second Amendment also added an additional tier to the pricing grid and provided for the conversion from LIBOR-based to SOFR-based borrowings. |
Earnings Per Common Share
Earnings Per Common Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | Earnings Per Common Share (Share amounts in thousands) The following table sets forth the computation of basic and diluted earnings per common share for the periods indicated: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator for basic and diluted (loss) earnings per common share: Net (loss) income from continuing operations $ (2,105) $ 2,240 $ (1,715) $ 3,824 Income from discontinued operations — 72 — 72 Net (loss) income $ (2,105) $ 2,312 $ (1,715) $ 3,896 Denominator: Weighted average shares outstanding 10,731 10,642 10,710 10,615 Denominator for basic loss per common share 10,731 10,642 10,710 10,615 Effect of dilutive securities: Stock compensation plans — 122 — 129 Dilutive potential common shares — 122 — 129 Denominator for diluted (loss) income per common share - adjusted weighted average shares outstanding 10,731 10,764 10,710 10,744 Continuing operations $ (0.20) $ 0.21 $ (0.16) $ 0.36 Discontinued operations — 0.01 — 0.01 Basic (loss) earnings per common share $ (0.20) $ 0.22 $ (0.16) $ 0.37 Continuing operations $ (0.20) $ 0.21 $ (0.16) $ 0.36 Discontinued operations — 0.01 — 0.01 Diluted (loss) earnings per common share $ (0.20) $ 0.22 $ (0.16) $ 0.37 There were 109 and 108 anti-dilutive shares for the three and nine months ended September 30, 2022, respectively, excluded from the calculation. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesFor the three months ended September 30, 2022 and 2021, the Company recorded an income tax benefit of $176 and expense of $676, respectively, on pre-tax losses of $2,281 and pre-tax income of $2,916, respectively, for an effective income tax rate of 7.7% and 23.2%, respectively. For the nine months ended September 30, 2022 and 2021, the Company recorded an income tax expense of $137 and $1,494, respectively, on pre-tax losses of $1,578 and pre-tax income of $5,318, respectively, for an effective income tax rate of 8.7% and 28.1%, respectively. The Company's provision for income taxes for the three- and nine-month periods ended September 30, 2022 included a discrete income tax expense of $330 for a change in our permanent reinvestment assertion with respect to the undistributed earnings in Canada, as a result of the divestiture of our Track Components business located in St-Jean-sur-Richelieu, Quebec, Canada. In addition to the impact of the discrete items, the Company’s effective tax rate for the three and nine months ended September 30, 2022 and 2021 differs from the federal statutory rate of 21% primarily due to state income taxes, nondeductible expenses, research tax credits and withholding taxes on excess cash available for repatriation from foreign affiliates. Changes in pre-tax income projections, combined with the seasonal nature of our businesses, could also impact the effective income tax rate. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
Stock-Based Compensation | Stock-Based CompensationThe Company applies the provisions of the FASB’s Accounting Standards Codification (“ASC”) Topic 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-based compensation expense related to restricted stock awards and performance share units of $387 and $587 for the three months ended September 30, 2022 and 2021, respectively, and $1,570 and $1,800 for the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022, unrecognized compensation expense for unvested awards approximated $3,254. The Company expects to recognize this expense over the upcoming 3.4 years through March 2026. 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, Performance Share Units, and Performance-Based Stock Awards Under the 2022 Equity and Incentive Compensation Plan, predecessor to 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 award 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. 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 2022, the Compensation Committee approved the 2022 Performance Share Unit Program and the 2022 Executive Incentive Compensation Plan (consisting of cash and equity components). On June 2, 2022, the shareholders approved the new 2022 Equity and Incentive Compensation plan as the successor to the 2006 Omnibus Plan and contingent Strategic Transformation Plan. The following table summarizes the restricted stock awards, deferred stock units, and performance share units activity for the nine months ended September 30, 2022: Restricted Deferred Performance Weighted Average Outstanding as of December 31, 2021 135,704 74,950 116,571 $ 19.75 Granted 125,582 5,730 110,600 14.88 Vested (75,153) — (13,095) 17.98 Adjustment for incentive awards expected to vest — — (105,598) 16.67 Cancelled and forfeited (500) — — 18.57 Outstanding as of September 30, 2022 185,633 80,680 108,478 $ 17.70 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
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 in “Cash and cash equivalents” within 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. SOFR-based interest rate swaps - To reduce the impact of interest rate changes on outstanding variable-rate debt, the Company amended and entered into forward-starting SOFR-based interest rate swaps with notional values totaling $20,000 and $20,000 effective August 12, 2022 and August 31, 2022, respectively. The fair value of the interest rate swaps are 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, 2022 and December 31, 2021, the interest rate swaps were recorded in “Other current assets” when the interest rate swaps’ fair market value are in an asset position, and "Other accrued liabilities" when in a liability position within our 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 $ — $ — $ 18 $ 18 $ — $ — Interest rate swaps 1,960 — 1,960 — 175 — 175 — Total assets $ 1,977 $ 17 $ 1,960 $ — $ 193 $ 18 $ 175 $ — Interest rate swaps $ — $ — $ — $ — $ 159 $ — $ 159 $ — Total liabilities $ — $ — $ — $ — $ 159 $ — $ 159 $ — The $20,000 interest rate swap agreements that became effective August 2022 are accounted for as cash flow hedges and the objective of the hedges is to offset the expected interest variability on payments associated with the interest rate on our debt. The gains and losses related to the interest rate swaps are reclassified from “Accumulated other comprehensive loss” in our Condensed Consolidated Balance Sheets and included in “Interest expense - net” in our Condensed Consolidated Statements of Operations as the interest expense from our debt is recognized. The Company accounted for the $50,000 of interest rate swaps that became effective February 2017 as cash flow hedges. In the third quarter of 2020, the Company dedesignated the cash flow hedges and accounted for the $50,000 interest rate swaps on a mark-to-market basis with changes in fair value recorded in current period earnings. In connection with this dedesignation, the Company froze the balances recorded in “Accumulated other comprehensive 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 Comprehensive 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 the Company’s debt is recognized. These interest rate swaps expired February 2022. For the three months ended September 30, 2021, the Company recognized interest expense of $244 from interest rate swaps. For the nine months ended September 30, 2022 and 2021, the Company recognized interest expense of $78 and $724, respectively, from interest rate swaps. In accordance with the provisions of 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. |
Retirement Plans
Retirement Plans | 9 Months Ended |
Sep. 30, 2022 | |
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, as amended (“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 one defined contribution plan for its employees in Canada. 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, 2022 and 2021 were as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Interest cost $ 49 $ 43 $ 146 $ 129 Expected return on plan assets (66) (62) (198) (185) Recognized net actuarial loss 18 25 53 74 Net periodic pension cost $ 1 $ 6 $ 1 $ 18 The Company has made contributions to its United States defined benefit pension plan of $345 during the nine months ended September 30, 2022 and expects to make total contributions of $460 during 2022. 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, 2022 and 2021 were as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Interest cost $ 42 $ 28 $ 126 $ 84 Expected return on plan assets (74) (65) (222) (195) Amortization of prior service costs and transition amount 6 7 18 21 Recognized net actuarial loss 38 83 114 249 Net periodic pension cost $ 12 $ 53 $ 36 $ 159 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, 2022, the Company contributed approximately $226 to the plan. The Company anticipates total contributions of approximately $302 to the United Kingdom pension plan during 2022. Defined Contribution Plans The Company sponsors five defined contribution plans for hourly and salaried employees across its 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 2022 2021 2022 2021 United States $ 441 $ 400 $ 1,136 $ 1,172 Canada 83 33 143 119 United Kingdom 588 131 588 386 $ 1,112 $ 564 $ 1,867 $ 1,677 |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
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, 2021 $ 1,042 Additions to warranty liability 80 Warranty liability utilized (366) Balance as of September 30, 2022 $ 756 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. During the third quarter of 2021, in connection with the Company’s divestiture of its Piling Products division, the targeted annual purchases per year have been reduced to $6,000 for 2021 through 2024. 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, 2022 and thereafter are as follows: Year Ending December 31, Remainder of 2022 $ 4,000 2023 8,000 2024 8,000 Total $ 20,000 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. These costs may increase given that the remedy will not be initiated or completed for several years. 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. The Company cannot predict the ultimate impact of these proceedings because of the large number of PRPs involved throughout the harbor site, the size and extent of the 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, potential comparative liability between the allocation parties and regarding non-participants, 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 more information develops and the allocation process is completed, and given the resolution of factors like those described above, an unfavorable resolution could have a material adverse effect. As of September 30, 2022 and December 31, 2021, the Company maintained environmental reserves approximating $2,470 and $2,519, respectively. The following table sets forth the Company’s environmental obligation: Environmental liability Balance as of December 31, 2021 $ 2,519 Environmental obligations utilized (49) Balance as of September 30, 2022 $ 2,470 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, 2022. 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, 2022, no such disclosures were considered necessary. |
Financial Statements (Policies)
Financial Statements (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of PresentationThe 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 8 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 and Condensed Consolidated Statements of Cash Flows of L.B. Foster Company and subsidiaries as of September 30, 2022 and December 31, 2021 and its Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Comprehensive (Loss) Income, and Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2022 and 2021 have been included. However, actual results could differ from those estimates and changes in those estimates are recorded when known. The results of operations for interim periods are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The Condensed Consolidated Balance Sheet as of December 31, 2021 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, 2021. 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. |
Reclassifications | Reclassifications Certain accounts in the prior year consolidated financial statements have been reclassified for comparative purposes principally to conform to the presentation of reporting segments in the current year period. Effective for the quarter and year ended December 31, 2021, the Company implemented operational changes in how its Chief Operating Decision Maker (“CODM”) manages its businesses, including resource allocation and operating decisions. As a result of these changes, the Company has three reporting segments, representing the individual businesses that are run separately under the new structure: Rail, Technologies, and Services; Precast Concrete Products; and Steel Products and Measurement. The Company has revised the information for all periods presented in this Quarterly Report on Form 10-Q to reflect these reclassifications. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In March 2020 and as clarified in January 2021, 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 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. The Company does not expect the provisions of ASU 2020-04 to have a significant impact on its financial condition, results of operations, or cash flows. |
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 the FASB’s Accounting Standards Codification (“ASC”) Topic 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, 2022 | |
Segment Reporting [Abstract] | |
Reconciliation of Revenue from Segments to Consolidated | The following table illustrates the Company’s revenues and profit (loss) from operations by segment for the periods indicated: Three Months Ended Three Months Ended Net Sales Segment Operating Profit Net Sales Segment Operating Profit (Loss) Rail, Technologies, and Services $ 77,350 $ 539 $ 73,942 $ 3,091 Precast Concrete Products 28,856 1,245 17,972 144 Steel Products and Measurement 23,809 303 38,139 (27) Total $ 130,015 $ 2,087 $ 130,053 $ 3,208 Nine Months Ended Nine Months Ended Net Sales Segment Operating Profit (Loss) Net Sales Segment Operating Profit (Loss) Rail, Technologies, and Services $ 222,857 $ 5,576 $ 228,956 $ 10,970 Precast Concrete Products 67,477 329 50,723 1,175 Steel Products and Measurement 69,990 (1,083) 120,976 (140) Total $ 360,324 $ 4,822 $ 400,655 $ 12,005 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | The following table provides a reconciliation of segment net profit to the Company’s consolidated total for the periods presented: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Operating profit for reportable segments $ 2,087 $ 3,208 $ 4,822 $ 12,005 Interest expense - net (993) (722) (1,747) (2,454) Other (expense) income - net (168) 2,880 1,096 2,751 Unallocated corporate expenses and other unallocated charges (3,207) (2,450) (5,749) (6,984) (Loss) income from continuing operations before income taxes $ (2,281) $ 2,916 $ (1,578) $ 5,318 |
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, Technologies, and Services $ 165,651 $ 171,608 Precast Concrete Products 116,519 48,740 Steel Products and Measurement 64,830 58,377 Unallocated corporate assets 66,192 63,870 Total $ 413,192 $ 342,595 |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisition, Pro Forma Information | The Company has omitted the prior year interim period from the table below due to the acquired company being a privately-held entity with limited interim financial information. Nine Months Ended 2022 Net sales $ 385,824 Net loss attributable to L.B. Foster Company (633) Diluted loss per share As reported $ (0.16) Pro forma $ (0.06) |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of the VanHooseCo and Skratch acquisitions. Due to the timing of the acquisitions, the Company is in the process of measuring the fair value of assets acquired and liabilities assumed, including intangible assets, and values for the allocations shown in the tables below are preliminary. Allocation of purchase price VanHooseCo Skratch Current assets, net of cash acquired on the acquisition date $ 10,825 $ 1,129 Property, plant, and equipment 30,001 174 Goodwill 9,674 5,549 Other intangibles 4,561 1,750 Liabilities assumed (2,521) (1,200) Total $ 52,540 $ 7,402 The following table summarizes the estimates of the fair values of the VanHooseCo and Skratch identifiable intangible assets acquired: Identifiable intangible assets VanHooseCo Skratch Non-compete agreements $ — 27 Customer relationships 1,537 1,349 Trademarks and trade names 2,697 374 Favorable lease 327 — Total $ 4,561 $ 1,750 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 2022 2021 2022 2021 Rail Products and Global Friction Management $ 69,161 $ 60,593 $ 191,228 $ 192,661 Technology Services and Solutions 8,189 13,349 31,629 36,295 Rail, Technologies, and Services 77,350 73,942 222,857 228,956 Precast Concrete Buildings 15,525 13,884 41,306 40,516 Other Precast Concrete Products 13,331 4,088 26,171 10,207 Precast Concrete Products 28,856 17,972 67,477 50,723 Fabricated Steel Products 15,250 30,512 45,821 100,233 Coatings and Measurement 8,559 7,627 24,169 20,743 Steel Products and Measurement 23,809 38,139 69,990 120,976 Total net sales $ 130,015 $ 130,053 $ 360,324 $ 400,655 Net sales by the timing of the transfer of products and performance of services was as follows for the periods presented: Three Months Ended September 30, 2022 Rail, Technologies, and Services Precast Concrete Products Steel Products and Measurement Total Point in time $ 64,913 $ 13,331 $ 20,871 $ 99,115 Over time 12,437 15,525 2,938 30,900 Total net sales $ 77,350 $ 28,856 $ 23,809 $ 130,015 Three Months Ended September 30, 2021 Rail, Technologies, and Services Precast Concrete Products Steel Products and Measurement Total Point in time $ 54,470 $ 4,088 $ 24,919 $ 83,477 Over time 19,472 13,884 13,220 46,576 Total net sales $ 73,942 $ 17,972 $ 38,139 $ 130,053 Nine Months Ended September 30, 2022 Rail, Technologies, and Services Precast Concrete Products Steel Products and Measurement Total Point in time $ 179,951 $ 26,171 $ 56,897 $ 263,019 Over time 42,906 41,306 13,093 97,305 Total net sales $ 222,857 $ 67,477 $ 69,990 $ 360,324 Nine Months Ended September 30, 2021 Rail, Technologies, and Services Precast Concrete Products Steel Products and Measurement Total Point in time $ 178,225 $ 10,209 $ 93,099 $ 281,533 Over time 50,731 40,514 27,877 119,122 Total net sales $ 228,956 $ 50,723 $ 120,976 $ 400,655 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table presents the changes in goodwill balance by reportable segment for the period presented: Rail, Technologies, and Services Precast Concrete Products Steel Products and Measurement Total Balance as of December 31, 2021 $ 14,577 $ 2,564 $ 3,011 $ 20,152 Skratch acquisition 5,549 — — 5,549 VanHooseCo acquisition — 9,674 — 9,674 Foreign currency translation impact (1,945) — — (1,945) Balance as of September 30, 2022 $ 18,181 $ 12,238 $ 3,011 $ 33,430 |
Schedule of Intangible Assets and Goodwill | The components of the Company’s intangible assets were as follows for the periods presented: September 30, 2022 Weighted Average Gross Accumulated Net Non-compete agreements 1 $ 24 $ (8) $ 16 Patents 10 326 (182) 144 Customer relationships 16 32,941 (16,363) 16,578 Trademarks and trade names 15 9,542 (5,056) 4,486 Technology 14 34,855 (27,202) 7,653 Favorable lease 6 327 (9) 318 $ 78,015 $ (48,820) $ 29,195 December 31, 2021 Weighted Average Gross Accumulated Net Patents 10 $ 385 $ (218) $ 167 Customer relationships 18 36,163 (18,222) 17,941 Trademarks and trade names 16 7,801 (4,702) 3,099 Technology 13 35,772 (25,956) 9,816 $ 80,121 $ (49,098) $ 31,023 |
Estimated Future Amortization | As of September 30, 2022, estimated amortization expense for the remainder of 2022 and thereafter was as follows: Amortization Expense Remainder of 2022 $ 1,603 2023 6,036 2024 5,042 2025 3,219 2026 2,630 2027 and thereafter 10,665 $ 29,195 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounts Receivable Additional Disclosures [Abstract] | |
Accounts Receivable, Allowance for Credit Loss | The following table sets forth the Company’s allowance for credit losses: Allowance for Credit Losses Balance as of December 31, 2021 $ 547 Current period provision 171 Write-off against allowance (203) Balance as of September 30, 2022 $ 515 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories as of September 30, 2022 and December 31, 2021 are summarized in the following table: September 30, December 31, Finished goods $ 43,745 $ 23,822 Work-in-process 11,862 10,738 Raw materials 29,539 28,311 Inventories - net $ 85,146 $ 62,871 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant, and equipment as of September 30, 2022 and December 31, 2021 consisted of the following: September 30, December 31, Land $ 5,256 $ 6,224 Improvements to land and leaseholds 20,762 15,416 Buildings 34,468 27,206 Machinery and equipment, including equipment under finance leases 122,935 112,021 Construction in progress 3,102 1,194 Gross property, plant, and equipment 186,523 162,061 Less accumulated depreciation and amortization, including accumulated amortization of finance leases (102,566) (103,839) Property, plant, and equipment - net $ 83,957 $ 58,222 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Balance Sheet Locations | The balance sheet components of the Company’s leases were as follows as of September 30, 2022 and December 31, 2021: September 30, December 31, Operating leases Operating lease right-of-use assets $ 12,701 $ 15,131 Other accrued liabilities $ 2,700 $ 2,852 Long-term operating lease liabilities 10,001 12,279 Total operating lease liabilities $ 12,701 $ 15,131 Finance leases Property, plant, and equipment $ 1,250 $ 1,162 Accumulated amortization (1,094) (1,011) Property, plant, and equipment - net $ 156 $ 151 Current maturities of long-term debt $ 82 $ 98 Long-term debt 74 53 Total finance lease liabilities $ 156 $ 151 |
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, 2022 and 2021: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Finance lease cost: Amortization of finance leases $ 44 $ 50 $ 119 $ 152 Interest on lease liabilities 7 19 20 61 Operating lease cost 706 706 2,188 2,042 Sublease income (50) (50) (150) (150) Total lease cost $ 707 $ 725 $ 2,177 $ 2,105 The cash flow components of the Company’s leases were as follows for the nine months ended September 30, 2022 and 2021: Nine Months Ended 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows related to operating leases $ (2,568) $ (2,462) Financing cash flows related to finance leases (110) (166) Right-of-use assets obtained in exchange for new lease liabilities: Operating leases $ — $ 377 The weighted-average remaining lease term (in years) and discount rate related to the operating leases were as follows as of the dates presented: September 30, 2022 2021 Operating lease weighted-average remaining lease term 5 7 Operating lease weighted-average discount rate 5.2 % 5.2 % Finance lease weighted-average remaining lease term 1 1 Finance lease weighted-average discount rate 4 % 4.2 % |
Lessee, Operating Lease, Liability, Maturity | As of September 30, 2022, estimated annual maturities of lease liabilities remaining for the year ending December 31, 2022 and thereafter were as follows: Operating Leases Finance Leases Remainder of 2022 $ 845 $ 32 2023 3,234 77 2024 2,900 41 2025 2,351 20 2026 2,147 9 2027 and thereafter 3,092 — Total undiscounted lease payments 14,569 179 Interest (1,868) (23) Total $ 12,701 $ 156 |
Finance Lease, Liability, Maturity | As of September 30, 2022, estimated annual maturities of lease liabilities remaining for the year ending December 31, 2022 and thereafter were as follows: Operating Leases Finance Leases Remainder of 2022 $ 845 $ 32 2023 3,234 77 2024 2,900 41 2025 2,351 20 2026 2,147 9 2027 and thereafter 3,092 — Total undiscounted lease payments 14,569 179 Interest (1,868) (23) Total $ 12,701 $ 156 |
Long-term Debt and Related Ma_2
Long-term Debt and Related Matters (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt consisted of the following: September 30, December 31, Revolving credit facility $ 98,763 $ 31,100 Finance leases and financing agreements 156 151 Total 98,919 31,251 Less current maturities (82) (98) Long-term portion $ 98,837 $ 31,153 |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings (Loss) Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted earnings per common share for the periods indicated: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator for basic and diluted (loss) earnings per common share: Net (loss) income from continuing operations $ (2,105) $ 2,240 $ (1,715) $ 3,824 Income from discontinued operations — 72 — 72 Net (loss) income $ (2,105) $ 2,312 $ (1,715) $ 3,896 Denominator: Weighted average shares outstanding 10,731 10,642 10,710 10,615 Denominator for basic loss per common share 10,731 10,642 10,710 10,615 Effect of dilutive securities: Stock compensation plans — 122 — 129 Dilutive potential common shares — 122 — 129 Denominator for diluted (loss) income per common share - adjusted weighted average shares outstanding 10,731 10,764 10,710 10,744 Continuing operations $ (0.20) $ 0.21 $ (0.16) $ 0.36 Discontinued operations — 0.01 — 0.01 Basic (loss) earnings per common share $ (0.20) $ 0.22 $ (0.16) $ 0.37 Continuing operations $ (0.20) $ 0.21 $ (0.16) $ 0.36 Discontinued operations — 0.01 — 0.01 Diluted (loss) earnings per common share $ (0.20) $ 0.22 $ (0.16) $ 0.37 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022: Restricted Deferred Performance Weighted Average Outstanding as of December 31, 2021 135,704 74,950 116,571 $ 19.75 Granted 125,582 5,730 110,600 14.88 Vested (75,153) — (13,095) 17.98 Adjustment for incentive awards expected to vest — — (105,598) 16.67 Cancelled and forfeited (500) — — 18.57 Outstanding as of September 30, 2022 185,633 80,680 108,478 $ 17.70 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 $ — $ — $ 18 $ 18 $ — $ — Interest rate swaps 1,960 — 1,960 — 175 — 175 — Total assets $ 1,977 $ 17 $ 1,960 $ — $ 193 $ 18 $ 175 $ — Interest rate swaps $ — $ — $ — $ — $ 159 $ — $ 159 $ — Total liabilities $ — $ — $ — $ — $ 159 $ — $ 159 $ — |
Retirement Plans (Tables)
Retirement Plans (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 2022 2021 2022 2021 United States $ 441 $ 400 $ 1,136 $ 1,172 Canada 83 33 143 119 United Kingdom 588 131 588 386 $ 1,112 $ 564 $ 1,867 $ 1,677 |
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, 2022 and 2021 were as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Interest cost $ 49 $ 43 $ 146 $ 129 Expected return on plan assets (66) (62) (198) (185) Recognized net actuarial loss 18 25 53 74 Net periodic pension cost $ 1 $ 6 $ 1 $ 18 |
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, 2022 and 2021 were as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Interest cost $ 42 $ 28 $ 126 $ 84 Expected return on plan assets (74) (65) (222) (195) Amortization of prior service costs and transition amount 6 7 18 21 Recognized net actuarial loss 38 83 114 249 Net periodic pension cost $ 12 $ 53 $ 36 $ 159 |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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, 2021 $ 1,042 Additions to warranty liability 80 Warranty liability utilized (366) Balance as of September 30, 2022 $ 756 |
Schedule Of Future Payments Of Legal Settlements | The expected payments under the UPRR Settlement Agreement for the remainder of the year ending December 31, 2022 and thereafter are as follows: Year Ending December 31, Remainder of 2022 $ 4,000 2023 8,000 2024 8,000 Total $ 20,000 |
Environmental Loss Contingencies | The following table sets forth the Company’s environmental obligation: Environmental liability Balance as of December 31, 2021 $ 2,519 Environmental obligations utilized (49) Balance as of September 30, 2022 $ 2,470 |
Financial Statements (Details)
Financial Statements (Details) | 9 Months Ended |
Sep. 30, 2022 segment | |
Accounting Policies [Abstract] | |
Number of reportable segments | 3 |
Business Segments - Reconciliat
Business Segments - Reconciliation of Revenue from Segments to Consolidated (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information | ||||
Total net sales | $ 130,015 | $ 130,053 | $ 360,324 | $ 400,655 |
Operating (loss) profit | (1,120) | 758 | (927) | 5,021 |
Operating Segments | ||||
Segment Reporting Information | ||||
Total net sales | 130,015 | 130,053 | 360,324 | 400,655 |
Operating (loss) profit | 2,087 | 3,208 | 4,822 | 12,005 |
Rail, Technologies, and Services | ||||
Segment Reporting Information | ||||
Total net sales | 77,350 | 73,942 | 222,857 | 228,956 |
Rail, Technologies, and Services | Operating Segments | ||||
Segment Reporting Information | ||||
Total net sales | 77,350 | 73,942 | 222,857 | 228,956 |
Operating (loss) profit | 539 | 3,091 | 5,576 | 10,970 |
Precast Concrete Products | ||||
Segment Reporting Information | ||||
Total net sales | 28,856 | 17,972 | 67,477 | 50,723 |
Precast Concrete Products | Operating Segments | ||||
Segment Reporting Information | ||||
Total net sales | 28,856 | 17,972 | 67,477 | 50,723 |
Operating (loss) profit | 1,245 | 144 | 329 | 1,175 |
Steel Products and Measurement | ||||
Segment Reporting Information | ||||
Total net sales | 23,809 | 38,139 | 69,990 | 120,976 |
Steel Products and Measurement | Operating Segments | ||||
Segment Reporting Information | ||||
Total net sales | 23,809 | 38,139 | 69,990 | 120,976 |
Operating (loss) profit | $ 303 | $ (27) | $ (1,083) | $ (140) |
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, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Operating profit for reportable segments | $ (1,120) | $ 758 | $ (927) | $ 5,021 |
Other (expense) income - net | (168) | 2,880 | 1,096 | 2,751 |
(Loss) income from continuing operations before income taxes | (2,281) | 2,916 | (1,578) | 5,318 |
Operating Segments | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Operating profit for reportable segments | 2,087 | 3,208 | 4,822 | 12,005 |
Interest expense - net | (993) | (722) | (1,747) | (2,454) |
Other (expense) income - net | (168) | 2,880 | 1,096 | 2,751 |
Unallocated corporate expenses and other unallocated charges | (3,207) | (2,450) | (5,749) | (6,984) |
(Loss) income from continuing operations before income taxes | $ (2,281) | $ 2,916 | $ (1,578) | $ 5,318 |
Business Segments - Reconcili_3
Business Segments - Reconciliation of Assets from Segment to Consolidated (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Segment Reporting Information | ||
Assets | $ 413,192 | $ 342,595 |
Operating Segments | Rail, Technologies, and Services | ||
Segment Reporting Information | ||
Assets | 165,651 | 171,608 |
Operating Segments | Precast Concrete Products | ||
Segment Reporting Information | ||
Assets | 116,519 | 48,740 |
Operating Segments | Steel Products and Measurement | ||
Segment Reporting Information | ||
Assets | 64,830 | 58,377 |
Unallocated corporate assets | ||
Segment Reporting Information | ||
Assets | $ 66,192 | $ 63,870 |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Narrative (Details) - USD ($) $ in Thousands | 2 Months Ended | ||||
Aug. 12, 2022 | Aug. 01, 2022 | Jun. 21, 2022 | Sep. 24, 2021 | Sep. 30, 2022 | |
Finite-Lived Intangible Assets | |||||
Proceeds from divestiture of assets | $ 7,795 | ||||
Proceeds of total sales expected | $ 23,902 | ||||
Skratch acquisition | |||||
Finite-Lived Intangible Assets | |||||
Business combination, stock acquire | $ 7,402 | ||||
Business combination, deferred consideration | $ 1,228 | ||||
Business combination, term for payment of deferred consideration | 5 years | ||||
VanHooseCo acquisition | |||||
Finite-Lived Intangible Assets | |||||
Business combination, stock acquire | $ 52,540 | ||||
Business combination, consideration transferred | $ 52,203 | ||||
Escrow Deposit | 2,500 | ||||
Business combination, contingent consideration, liability | $ 1,000 | ||||
Business combination, acquiree, net sales | 6,353 | ||||
Business combination, acquiree, operating profit | $ 397 |
Acquisitions and Divestitures_2
Acquisitions and Divestitures - Schedule of Business Acquisition, Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | ||||
Diluted earnings per share (usd per share) | $ (0.20) | $ 0.22 | $ (0.16) | $ 0.37 |
VanHooseCo acquisition | ||||
Business Acquisition [Line Items] | ||||
Net sales | $ 385,824 | |||
Net loss attributable to L.B. Foster Company | $ (633) | |||
Diluted earnings per share, pro forma (usd per share) | $ (0.06) |
Acquisitions and Divestitures_3
Acquisitions and Divestitures - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 21, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 33,430 | $ 20,152 | |
Total | 78,015 | 80,121 | |
Non-compete agreements | |||
Business Acquisition [Line Items] | |||
Total | 24 | ||
Customer relationships | |||
Business Acquisition [Line Items] | |||
Total | 32,941 | $ 36,163 | |
Favorable lease | |||
Business Acquisition [Line Items] | |||
Total | 327 | ||
VanHooseCo acquisition | |||
Business Acquisition [Line Items] | |||
Current assets, net of cash acquired on the acquisition date | 10,825 | ||
Property, plant, and equipment | 30,001 | ||
Goodwill | 9,674 | ||
Other intangibles | 4,561 | ||
Liabilities assumed | (2,521) | ||
Total | 52,540 | ||
Total | 4,561 | ||
VanHooseCo acquisition | Non-compete agreements | |||
Business Acquisition [Line Items] | |||
Total | 0 | ||
VanHooseCo acquisition | Customer relationships | |||
Business Acquisition [Line Items] | |||
Total | 1,537 | ||
VanHooseCo acquisition | Trademarks and trade names | |||
Business Acquisition [Line Items] | |||
Total | 2,697 | ||
VanHooseCo acquisition | Favorable lease | |||
Business Acquisition [Line Items] | |||
Total | 327 | ||
Skratch acquisition | |||
Business Acquisition [Line Items] | |||
Current assets, net of cash acquired on the acquisition date | 1,129 | ||
Property, plant, and equipment | 174 | ||
Goodwill | 5,549 | ||
Other intangibles | 1,750 | ||
Liabilities assumed | (1,200) | ||
Total | $ 7,402 | ||
Total | 1,750 | ||
Skratch acquisition | Non-compete agreements | |||
Business Acquisition [Line Items] | |||
Total | 27 | ||
Skratch acquisition | Customer relationships | |||
Business Acquisition [Line Items] | |||
Total | 1,349 | ||
Skratch acquisition | Trademarks and trade names | |||
Business Acquisition [Line Items] | |||
Total | 374 | ||
Skratch acquisition | Favorable lease | |||
Business Acquisition [Line Items] | |||
Total | $ 0 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Disaggregation of Revenue | |||||
Revenue recognized | $ 130,015 | $ 130,053 | $ 360,324 | $ 400,655 | |
Contract assets - net (Note 4) | 31,963 | 31,963 | $ 36,179 | ||
Contract with customer, liability | 4,606 | 4,606 | $ 3,235 | ||
Contract assets transferred to receivables | 14,293 | ||||
Cash proceeds from liability contract | 3,087 | ||||
Revenue recognized from contract liability | $ 14 | $ 81 | $ 2,656 | $ 985 | |
Over time | |||||
Disaggregation of Revenue | |||||
Customer revenue transferred (percentage) | 23.80% | 35.80% | 27% | 29.70% | |
Revenue recognized | $ 30,900 | $ 46,576 | $ 97,305 | $ 119,122 | |
Over time | Performance Based | |||||
Disaggregation of Revenue | |||||
Revenue recognized | 14,380 | 30,314 | 53,791 | 79,109 | |
Over time | Delivery Based | |||||
Disaggregation of Revenue | |||||
Revenue recognized | $ 16,520 | $ 16,262 | $ 43,514 | $ 40,013 | |
Point in time | |||||
Disaggregation of Revenue | |||||
Customer revenue transferred (percentage) | 76.20% | 64.20% | 73% | 70.30% | |
Revenue recognized | $ 99,115 | $ 83,477 | $ 263,019 | $ 281,533 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue | ||||
Total net sales | $ 130,015 | $ 130,053 | $ 360,324 | $ 400,655 |
Rail, Technologies, and Services | ||||
Disaggregation of Revenue | ||||
Total net sales | 77,350 | 73,942 | 222,857 | 228,956 |
Precast Concrete Products | ||||
Disaggregation of Revenue | ||||
Total net sales | 28,856 | 17,972 | 67,477 | 50,723 |
Steel Products and Measurement | ||||
Disaggregation of Revenue | ||||
Total net sales | 23,809 | 38,139 | 69,990 | 120,976 |
Rail Products and Global Friction Management | Rail, Technologies, and Services | ||||
Disaggregation of Revenue | ||||
Total net sales | 69,161 | 60,593 | 191,228 | 192,661 |
Technology Services and Solutions | Rail, Technologies, and Services | ||||
Disaggregation of Revenue | ||||
Total net sales | 8,189 | 13,349 | 31,629 | 36,295 |
Precast Concrete Buildings | Precast Concrete Products | ||||
Disaggregation of Revenue | ||||
Total net sales | 15,525 | 13,884 | 41,306 | 40,516 |
Other Precast Concrete Products | Precast Concrete Products | ||||
Disaggregation of Revenue | ||||
Total net sales | 13,331 | 4,088 | 26,171 | 10,207 |
Fabricated Steel Products | Steel Products and Measurement | ||||
Disaggregation of Revenue | ||||
Total net sales | 15,250 | 30,512 | 45,821 | 100,233 |
Coatings and Measurement | Steel Products and Measurement | ||||
Disaggregation of Revenue | ||||
Total net sales | $ 8,559 | $ 7,627 | $ 24,169 | $ 20,743 |
Revenue - Timing of Transfer (D
Revenue - Timing of Transfer (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue | ||||
Total net sales | $ 130,015 | $ 130,053 | $ 360,324 | $ 400,655 |
Point in time | ||||
Disaggregation of Revenue | ||||
Total net sales | 99,115 | 83,477 | 263,019 | 281,533 |
Over time | ||||
Disaggregation of Revenue | ||||
Total net sales | 30,900 | 46,576 | 97,305 | 119,122 |
Rail, Technologies, and Services | ||||
Disaggregation of Revenue | ||||
Total net sales | 77,350 | 73,942 | 222,857 | 228,956 |
Rail, Technologies, and Services | Point in time | ||||
Disaggregation of Revenue | ||||
Total net sales | 64,913 | 54,470 | 179,951 | 178,225 |
Rail, Technologies, and Services | Over time | ||||
Disaggregation of Revenue | ||||
Total net sales | 12,437 | 19,472 | 42,906 | 50,731 |
Precast Concrete Products | ||||
Disaggregation of Revenue | ||||
Total net sales | 28,856 | 17,972 | 67,477 | 50,723 |
Precast Concrete Products | Point in time | ||||
Disaggregation of Revenue | ||||
Total net sales | 13,331 | 4,088 | 26,171 | 10,209 |
Precast Concrete Products | Over time | ||||
Disaggregation of Revenue | ||||
Total net sales | 15,525 | 13,884 | 41,306 | 40,514 |
Steel Products and Measurement | ||||
Disaggregation of Revenue | ||||
Total net sales | 23,809 | 38,139 | 69,990 | 120,976 |
Steel Products and Measurement | Point in time | ||||
Disaggregation of Revenue | ||||
Total net sales | 20,871 | 24,919 | 56,897 | 93,099 |
Steel Products and Measurement | Over time | ||||
Disaggregation of Revenue | ||||
Total net sales | $ 2,938 | $ 13,220 | $ 13,093 | $ 27,877 |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligation (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Revenue from Contract with Customer [Abstract] | |
Revenue remaining performance obligation | $ 272,777 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Revenue remaining performance obligation (percentage) | 10.10% |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Schedule of Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Goodwill | |
Goodwill, beginning balance | $ 20,152 |
Foreign currency translation impact | (1,945) |
Goodwill, ending balance | 33,430 |
VanHooseCo acquisition | |
Goodwill | |
Acquisition | 9,674 |
Goodwill, ending balance | 9,674 |
Skratch acquisition | |
Goodwill | |
Acquisition | 5,549 |
Goodwill, ending balance | 5,549 |
Rail, Technologies, and Services | |
Goodwill | |
Goodwill, beginning balance | 14,577 |
Foreign currency translation impact | (1,945) |
Goodwill, ending balance | 18,181 |
Rail, Technologies, and Services | VanHooseCo acquisition | |
Goodwill | |
Acquisition | 0 |
Rail, Technologies, and Services | Skratch acquisition | |
Goodwill | |
Acquisition | 5,549 |
Precast Concrete Products | |
Goodwill | |
Goodwill, beginning balance | 2,564 |
Foreign currency translation impact | 0 |
Goodwill, ending balance | 12,238 |
Precast Concrete Products | VanHooseCo acquisition | |
Goodwill | |
Acquisition | 9,674 |
Precast Concrete Products | Skratch acquisition | |
Goodwill | |
Acquisition | 0 |
Steel Products and Measurement | |
Goodwill | |
Goodwill, beginning balance | 3,011 |
Foreign currency translation impact | 0 |
Goodwill, ending balance | 3,011 |
Steel Products and Measurement | VanHooseCo acquisition | |
Goodwill | |
Acquisition | 0 |
Steel Products and Measurement | Skratch acquisition | |
Goodwill | |
Acquisition | $ 0 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Aug. 01, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets | ||||||
Amortization expense | $ 1,599 | $ 1,462 | $ 4,454 | $ 4,397 | ||
Customer relationships | ||||||
Finite-Lived Intangible Assets | ||||||
Increase (decrease) in gross carrying value of intangible assets | $ (5,448) | |||||
Increase (decrease) in net carrying value of intangible assets | (2,869) | |||||
Technology | ||||||
Finite-Lived Intangible Assets | ||||||
Increase (decrease) in gross carrying value of intangible assets | (471) | |||||
Increase (decrease) in net carrying value of intangible assets | $ (7) | |||||
Minimum | ||||||
Finite-Lived Intangible Assets | ||||||
Finite lived intangible asset, useful life | 1 year | |||||
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 | 15 years | |||||
Weighted Average | Customer relationships | ||||||
Finite-Lived Intangible Assets | ||||||
Finite lived intangible asset, useful life | 16 years | 18 years | ||||
Weighted Average | Technology | ||||||
Finite-Lived Intangible Assets | ||||||
Finite lived intangible asset, useful life | 14 years | 13 years |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Schedule of Intangible Asset (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets | ||
Gross Carrying Value | $ 78,015 | $ 80,121 |
Accumulated Amortization | (48,820) | (49,098) |
Net Carrying Amount | 29,195 | 31,023 |
Non-compete agreements | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Value | 24 | |
Accumulated Amortization | (8) | |
Net Carrying Amount | 16 | |
Patents | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Value | 326 | 385 |
Accumulated Amortization | (182) | (218) |
Net Carrying Amount | 144 | 167 |
Customer relationships | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Value | 32,941 | 36,163 |
Accumulated Amortization | (16,363) | (18,222) |
Net Carrying Amount | 16,578 | 17,941 |
Trademarks and trade names | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Value | 9,542 | 7,801 |
Accumulated Amortization | (5,056) | (4,702) |
Net Carrying Amount | 4,486 | 3,099 |
Technology | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Value | 34,855 | 35,772 |
Accumulated Amortization | (27,202) | (25,956) |
Net Carrying Amount | 7,653 | $ 9,816 |
Favorable lease | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Value | 327 | |
Accumulated Amortization | (9) | |
Net Carrying Amount | $ 318 | |
Weighted Average | ||
Finite-Lived Intangible Assets | ||
Weighted Average Amortization Period In Years | 15 years | |
Weighted Average | Non-compete agreements | ||
Finite-Lived Intangible Assets | ||
Weighted Average Amortization Period In Years | 1 year | |
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 | 16 years | 18 years |
Weighted Average | Trademarks and trade names | ||
Finite-Lived Intangible Assets | ||
Weighted Average Amortization Period In Years | 15 years | 16 years |
Weighted Average | Technology | ||
Finite-Lived Intangible Assets | ||
Weighted Average Amortization Period In Years | 14 years | 13 years |
Weighted Average | Favorable lease | ||
Finite-Lived Intangible Assets | ||
Weighted Average Amortization Period In Years | 6 years |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Schedule of Expected Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2022 | $ 1,603 | |
2023 | 6,036 | |
2024 | 5,042 | |
2025 | 3,219 | |
2026 | 2,630 | |
2027 and thereafter | 10,665 | |
Net Carrying Amount | $ 29,195 | $ 31,023 |
Accounts Receivable - Narrative
Accounts Receivable - Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||
Allowance doubtful accounts, receivables | $ 515 | $ 515 | $ 547 | ||
Current period provision | 171 | ||||
Selling, General and Administrative Expenses | |||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||
Current period provision | $ (40) | $ (145) | $ 171 | $ (127) |
Accounts Receivable - Allowance
Accounts Receivable - Allowance for Credit Losses (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Allowance for Doubtful Accounts | |
Allowance for doubtful accounts, beginning balance | $ 547 |
Current period provision | 171 |
Write-off against allowance | (203) |
Allowance for doubtful accounts, ending balance | $ 515 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 43,745 | $ 23,822 |
Work-in-process | 11,862 | 10,738 |
Raw materials | 29,539 | 28,311 |
Inventories - net | $ 85,146 | $ 62,871 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment | |||||
Gross property, plant, and equipment | $ 186,523,000 | $ 186,523,000 | $ 162,061,000 | ||
Less accumulated depreciation and amortization, including accumulated amortization of finance leases | (102,566,000) | (102,566,000) | (103,839,000) | ||
Property, plant, and equipment - net | 83,957,000 | 83,957,000 | 58,222,000 | ||
Depreciation | 2,269,000 | $ 2,041,000 | 6,083,000 | $ 6,049,000 | |
Impairments of property, plant, and equipment | 0 | $ 0 | |||
Land | |||||
Property, Plant and Equipment | |||||
Gross property, plant, and equipment | 5,256,000 | 5,256,000 | 6,224,000 | ||
Improvements to land and leaseholds | |||||
Property, Plant and Equipment | |||||
Gross property, plant, and equipment | 20,762,000 | 20,762,000 | 15,416,000 | ||
Buildings | |||||
Property, Plant and Equipment | |||||
Gross property, plant, and equipment | 34,468,000 | 34,468,000 | 27,206,000 | ||
Machinery and equipment, including equipment under finance leases | |||||
Property, Plant and Equipment | |||||
Gross property, plant, and equipment | 122,935,000 | 122,935,000 | 112,021,000 | ||
Construction in progress | |||||
Property, Plant and Equipment | |||||
Gross property, plant, and equipment | $ 3,102,000 | $ 3,102,000 | $ 1,194,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Lessee, Lease, Description | |
Lease renewal term | 12 years |
Lease termination period | 1 year |
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, 2022 | Dec. 31, 2021 |
Operating leases | ||
Operating lease right-of-use assets | $ 12,701 | $ 15,131 |
Other accrued liabilities | 2,700 | 2,852 |
Long-term operating lease liabilities | 10,001 | 12,279 |
Total operating lease liabilities | 12,701 | 15,131 |
Finance leases | ||
Property, plant, and equipment | 1,250 | 1,162 |
Accumulated amortization | (1,094) | (1,011) |
Property, plant, and equipment - net | 156 | 151 |
Current maturities of long-term debt | 82 | 98 |
Long-term debt | 74 | 53 |
Total finance lease liabilities | $ 156 | $ 151 |
Operating lease, liability, current, statement of financial position | Other accrued liabilities | Other accrued liabilities |
Finance lease, right-of-use asset, statement of financial position | Property, plant, and equipment - net (Note 8) | Property, plant, and equipment - net (Note 8) |
Finance lease, liability, current, statement of financial position | Long-Term Debt and Lease Obligation, Current | Long-Term Debt and Lease Obligation, Current |
Finance lease, liability, noncurrent, statement of financial position | Long-term portion | Long-term portion |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Finance lease cost: | ||||
Amortization of finance leases | $ 44 | $ 50 | $ 119 | $ 152 |
Interest on lease liabilities | 7 | 19 | 20 | 61 |
Operating lease cost | 706 | 706 | 2,188 | 2,042 |
Sublease income | (50) | (50) | (150) | (150) |
Total lease cost | $ 707 | $ 725 | $ 2,177 | $ 2,105 |
Leases - Cash Flow Components (
Leases - Cash Flow Components (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows related to operating leases | $ (2,568) | $ (2,462) |
Financing cash flows related to finance leases | (110) | (166) |
Right-of-use assets obtained in exchange for new lease liabilities: | ||
Operating leases | $ 0 | $ 377 |
Leases - Weighted Average Lease
Leases - Weighted Average Lease Term and Discount Rate (Details) | Sep. 30, 2022 | Sep. 30, 2021 |
Leases [Abstract] | ||
Operating lease weighted-average remaining lease term | 5 years | 7 years |
Operating lease weighted-average discount rate | 5.20% | 5.20% |
Finance lease weighted-average remaining lease term | 1 year | 1 year |
Finance lease weighted-average discount rate | 4% | 4.20% |
Leases - Estimated Annual Matur
Leases - Estimated Annual Maturities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Operating Leases | ||
Remainder of 2022 | $ 845 | |
2023 | 3,234 | |
2024 | 2,900 | |
2025 | 2,351 | |
2026 | 2,147 | |
2027 and thereafter | 3,092 | |
Total undiscounted lease payments | 14,569 | |
Interest | (1,868) | |
Total | 12,701 | $ 15,131 |
Finance Leases | ||
Remainder of 2022 | 32 | |
2023 | 77 | |
2024 | 41 | |
2025 | 20 | |
2026 | 9 | |
2027 and thereafter | 0 | |
Total undiscounted lease payments | 179 | |
Interest | (23) | |
Total | $ 156 | $ 151 |
Long-term Debt and Related Ma_3
Long-term Debt and Related Matters - Schedule of Long-term Debt Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Revolving credit facility | $ 98,763 | $ 31,100 |
Finance leases and financing agreements | 156 | 151 |
Total | 98,919 | 31,251 |
Less current maturities | (82) | (98) |
Long-term portion | $ 98,837 | $ 31,153 |
Long-term Debt and Related Ma_4
Long-term Debt and Related Matters - Narrative (Details) | Aug. 13, 2021 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Line of Credit Facility | |||
Line of credit facility, amount outstanding | $ 98,763,000 | $ 31,100,000 | |
PNC Bank N.A. Citizens Bank N.A. Wells Fargo Bank National Association Bank of America N.A. And BMO Harris Bank National Association | Fourth Amended And Restated Credit Agreement | |||
Line of Credit Facility | |||
Minimum interest coverage ratio | 1.05 | ||
PNC Bank N.A. Citizens Bank N.A. Wells Fargo Bank National Association Bank of America N.A. And BMO Harris Bank National Association | Fourth Amended And Restated Credit Agreement | Debt Instrument, Redemption, Period One | |||
Line of Credit Facility | |||
Minimum leverage ratio | 3.25 | ||
PNC Bank N.A. Citizens Bank N.A. Wells Fargo Bank National Association Bank of America N.A. And BMO Harris Bank National Association | Fourth Amended And Restated Credit Agreement | Debt Instrument, Redemption, Period Two | |||
Line of Credit Facility | |||
Minimum leverage ratio | 3.5 | ||
PNC Bank N.A. Citizens Bank N.A. Wells Fargo Bank National Association Bank of America N.A. And BMO Harris Bank National Association | Overnight Bank Funding Rate | Fourth Amended And Restated Credit Agreement | |||
Line of Credit Facility | |||
Debt instrument, basis spread on variable rate | 0.50% | ||
PNC Bank N.A. Citizens Bank N.A. Wells Fargo Bank National Association Bank of America N.A. And BMO Harris Bank National Association | LIBOR | Fourth Amended And Restated Credit Agreement | |||
Line of Credit Facility | |||
Debt instrument, basis spread on variable rate | 1% | ||
PNC Bank N.A. Citizens Bank N.A. Wells Fargo Bank National Association Bank of America N.A. And BMO Harris Bank National Association | LIBOR | Fourth Amended And Restated Credit Agreement | Minimum | |||
Line of Credit Facility | |||
Debt instrument, basis spread on variable rate | 1.25% | ||
PNC Bank N.A. Citizens Bank N.A. Wells Fargo Bank National Association Bank of America N.A. And BMO Harris Bank National Association | LIBOR | Fourth Amended And Restated Credit Agreement | Maximum | |||
Line of Credit Facility | |||
Debt instrument, basis spread on variable rate | 2.25% | ||
PNC Bank N.A. Citizens Bank N.A. Wells Fargo Bank National Association Bank of America N.A. And BMO Harris Bank National Association | Base Rate | Fourth Amended And Restated Credit Agreement | Minimum | |||
Line of Credit Facility | |||
Debt instrument, basis spread on variable rate | 0.25% | ||
PNC Bank N.A. Citizens Bank N.A. Wells Fargo Bank National Association Bank of America N.A. And BMO Harris Bank National Association | Base Rate | Fourth Amended And Restated Credit Agreement | Maximum | |||
Line of Credit Facility | |||
Debt instrument, basis spread on variable rate | 1.25% | ||
PNC Bank N.A. Citizens Bank N.A. Wells Fargo Bank National Association Bank of America N.A. And BMO Harris Bank National Association | Revolving credit facility | |||
Line of Credit Facility | |||
Liquidity covenant | $ 15,000,000 | ||
Line of credit facility, amount outstanding | 564,000 | ||
Line of credit facility, current borrowing capacity | $ 30,673,000 | ||
PNC Bank N.A. Citizens Bank N.A. Wells Fargo Bank National Association Bank of America N.A. And BMO Harris Bank National Association | Revolving credit facility | Debt Instrument, Redemption, Period One | |||
Line of Credit Facility | |||
Acquisition consideration threshold, per acquisition | $ 50,000,000 | ||
Acquisition consideration threshold percent | 275% | ||
PNC Bank N.A. Citizens Bank N.A. Wells Fargo Bank National Association Bank of America N.A. And BMO Harris Bank National Association | Revolving credit facility | Debt Instrument, Redemption, Period Two | |||
Line of Credit Facility | |||
Acquisition consideration threshold, per acquisition | $ 75,000,000 | ||
Acquisition consideration threshold percent | 175% | ||
PNC Bank N.A. Citizens Bank N.A. Wells Fargo Bank National Association Bank of America N.A. And BMO Harris Bank National Association | Revolving credit facility | Prior Credit Facility | |||
Line of Credit Facility | |||
Line of credit facility increase over previous commitment | $ 15,000,000 | ||
PNC Bank N.A. Citizens Bank N.A. Wells Fargo Bank National Association Bank of America N.A. And BMO Harris Bank National Association | Revolving credit facility | Fourth Amended And Restated Credit Agreement | |||
Line of Credit Facility | |||
Debt instrument term | 5 years | ||
Line of credit facility, maximum borrowing capacity | $ 130,000,000 | ||
Line of credit, accordion feature, lower borrowing capacity option | 25,000,000 | ||
Maximum increase in commitments | $ 50,000,000 |
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, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator for basic and diluted (loss) earnings per common share: | ||||
Net (loss) income from continuing operations | $ (2,105) | $ 2,240 | $ (1,715) | $ 3,824 |
Income from discontinued operations | 0 | 72 | 0 | 72 |
Net (loss) income | $ (2,105) | $ 2,312 | $ (1,715) | $ 3,896 |
Denominator: | ||||
Weighted average shares outstanding (in shares) | 10,731 | 10,642 | 10,710 | 10,615 |
Denominator for basic income (loss) per common share (in shares) | 10,731 | 10,642 | 10,710 | 10,615 |
Effect of dilutive securities: | ||||
Stock compensation plans (in shares) | 0 | 122 | 0 | 129 |
Dilutive potential common shares (in shares) | 0 | 122 | 0 | 129 |
Denominator for diluted income (loss) per common share - adjusted weighted average shares outstanding (in shares) | 10,731 | 10,764 | 10,710 | 10,744 |
Continuing operations (usd per share) | $ (0.20) | $ 0.21 | $ (0.16) | $ 0.36 |
Discontinued operations (usd per share) | 0 | 0.01 | 0 | 0.01 |
Basic earnings per common share (usd per share) | (0.20) | 0.22 | (0.16) | 0.37 |
Continuing operations (usd per share) | (0.20) | 0.21 | (0.16) | 0.36 |
Discontinued operations (usd per share) | 0 | 0.01 | 0 | 0.01 |
Diluted earnings per common share (usd per share) | $ (0.20) | $ 0.22 | $ (0.16) | $ 0.37 |
Anti-dilutive shares (in shares) | 109 | 108 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax (benefit) expense from continuing operations | $ (176) | $ 676 | $ 137 | $ 1,494 |
(Loss) income from continuing operations before income taxes | $ (2,281) | $ 2,916 | $ (1,578) | $ 5,318 |
Effective income tax rate (percent) | 7.70% | 23.20% | (8.70%) | 28.10% |
Provisions of discrete income tax expense | $ 330 | $ 330 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Stock-based compensation | $ 1,570 | $ 1,800 | ||
Expected cost on shares expected to vest | $ 3,254 | $ 3,254 | ||
Recognition period for compensation expense not yet recognized | 3 years 4 months 24 days | |||
Director | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Deferred receipt period | 6 months | |||
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Stock-based compensation | 387 | $ 587 | $ 1,570 | 1,800 |
Restricted Stock | Vesting period one | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Vesting period | 3 years | |||
Restricted Stock | Vesting period two | 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 | ||||
Stock-based compensation | $ 387 | $ 587 | $ 1,570 | $ 1,800 |
Vesting period | 3 years |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock and Performance Share Units (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Weighted Average Grant Date Fair Value | |
Outstanding, Beginning balance (usd per share) | $ / shares | $ 19.75 |
Granted (usd per share) | $ / shares | 14.88 |
Vested (usd per share) | $ / shares | 17.98 |
Adjustment for incentive awards expected to vest (usd per share) | $ / shares | 16.67 |
Weighted average grant date fair value, cancelled and forfeited (usd per share) | $ / shares | 18.57 |
Outstanding, Ending balance (usd per share) | $ / shares | $ 17.70 |
Restricted Stock | |
Restricted Stock, Deferred Stock Units and Performance Share Units | |
Outstanding, Beginning balance (in shares) | 135,704 |
Granted (in shares) | 125,582 |
Vested (in shares) | (75,153) |
Adjustment for incentive awards expected to vest (in shares) | 0 |
Cancelled and forfeited (in shares) | (500) |
Outstanding, Ending balance (in shares) | 185,633 |
Deferred Stock Units | |
Restricted Stock, Deferred Stock Units and Performance Share Units | |
Outstanding, Beginning balance (in shares) | 74,950 |
Granted (in shares) | 5,730 |
Vested (in shares) | 0 |
Adjustment for incentive awards expected to vest (in shares) | 0 |
Cancelled and forfeited (in shares) | 0 |
Outstanding, Ending balance (in shares) | 80,680 |
Performance Share Units | |
Restricted Stock, Deferred Stock Units and Performance Share Units | |
Outstanding, Beginning balance (in shares) | 116,571 |
Granted (in shares) | 110,600 |
Vested (in shares) | (13,095) |
Adjustment for incentive awards expected to vest (in shares) | (105,598) |
Cancelled and forfeited (in shares) | 0 |
Outstanding, Ending balance (in shares) | 108,478 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | Feb. 28, 2017 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||||||
Interest expense | $ 993 | $ 722 | $ 1,747 | $ 2,454 | ||
Swap | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||||||
Derivative, notional amount | 20,000 | 20,000 | $ 50 | $ 50 | ||
Interest expense | $ 244 | 78 | $ 724 | |||
Swap 2 | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||||||
Derivative, notional amount | $ 20,000 | $ 20,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Term deposits | $ 17 | $ 18 |
Interest rate swaps | 1,960 | 175 |
Total assets | 1,977 | 193 |
Interest rate swaps | 0 | 159 |
Total liabilities | 0 | 159 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Term deposits | 17 | 18 |
Interest rate swaps | 0 | 0 |
Total assets | 17 | 18 |
Interest rate swaps | 0 | 0 |
Total liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Term deposits | 0 | 0 |
Interest rate swaps | 1,960 | 175 |
Total assets | 1,960 | 175 |
Interest rate swaps | 0 | 159 |
Total liabilities | 0 | 159 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Term deposits | 0 | 0 |
Interest rate swaps | 0 | 0 |
Total assets | 0 | 0 |
Interest rate swaps | 0 | 0 |
Total liabilities | $ 0 | $ 0 |
Retirement Plans - Narrative (D
Retirement Plans - Narrative (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) plan | |
Defined Benefit Plan Disclosure | |
Defined contribution plan number | 5 |
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 | $ | $ 345 |
Defined benefit plan, expected future employer contributions, current fiscal year | $ | $ 460 |
Canada | |
Defined Benefit Plan Disclosure | |
Defined contribution plan number | 1 |
Number of post-retirement benefit plan | 1 |
United Kingdom | |
Defined Benefit Plan Disclosure | |
Defined contribution plan number | 2 |
Defined benefit plan, contributions by employer | $ | $ 226 |
Defined benefit plan, expected future employer contributions, current fiscal year | $ | $ 302 |
Retirement Plans - Schedule Of
Retirement Plans - Schedule Of Net Benefit Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
United States | ||||
Defined Benefit Plan Disclosure | ||||
Interest cost | $ 49 | $ 43 | $ 146 | $ 129 |
Expected return on plan assets | (66) | (62) | (198) | (185) |
Recognized net actuarial loss | 18 | 25 | 53 | 74 |
Net periodic pension cost | 1 | 6 | 1 | 18 |
United Kingdom | ||||
Defined Benefit Plan Disclosure | ||||
Interest cost | 42 | 28 | 126 | 84 |
Expected return on plan assets | (74) | (65) | (222) | (195) |
Amortization of prior service costs and transition amount | 6 | 7 | 18 | 21 |
Recognized net actuarial loss | 38 | 83 | 114 | 249 |
Net periodic pension cost | $ 12 | $ 53 | $ 36 | $ 159 |
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, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Defined Contribution Plan Disclosure | ||||
Expenses associated with contributions made | $ 1,112 | $ 564 | $ 1,867 | $ 1,677 |
United States | ||||
Defined Contribution Plan Disclosure | ||||
Expenses associated with contributions made | 441 | 400 | 1,136 | 1,172 |
Canada | ||||
Defined Contribution Plan Disclosure | ||||
Expenses associated with contributions made | 83 | 33 | 143 | 119 |
United Kingdom | ||||
Defined Contribution Plan Disclosure | ||||
Expenses associated with contributions made | $ 588 | $ 131 | $ 588 | $ 386 |
Commitments and Contingent Li_3
Commitments and Contingent Liabilities - Schedule of Product Warranty Liability (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Warranty Liability | |
Beginning balance | $ 1,042 |
Additions to warranty liability | 80 |
Warranty liability utilized | (366) |
Ending balance | $ 756 |
Commitments and Contingent Li_4
Commitments and Contingent Liabilities - Narrative (Details) $ in Thousands | 9 Months Ended | ||||
Mar. 13, 2019 USD ($) | Sep. 30, 2022 USD ($) company | Dec. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) | Jun. 05, 2017 company | |
Product Liability Contingency | |||||
Litigation settlement amount | $ 20,000 | ||||
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 | $ 2,470 | $ 2,519 | |||
UPRR | |||||
Product Liability Contingency | |||||
Annual commitment amount | $ 8,000 | $ 6,000 | |||
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_5
Commitments and Contingent Liabilities - Future Payments (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2022 | $ 4,000 |
2023 | 8,000 |
2024 | 8,000 |
Total | $ 20,000 |
Commitments and Contingent Li_6
Commitments and Contingent Liabilities - Environmental Loss Contingencies (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Accrual for Environmental Loss Contingencies | |
Environmental liability, beginning balance | $ 2,519 |
Environmental obligations utilized | (49) |
Environmental liability, ending balance | $ 2,470 |