Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 30, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
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 $0.01 | |
Trading Symbol | FSTR | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 10,950,412 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0000352825 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 4,021 | $ 2,560 |
Accounts receivable - net (Note 5) | 75,889 | 53,484 |
Contract assets - net (Note 3) | 20,562 | 29,489 |
Inventories - net (Note 6) | 80,085 | 73,496 |
Other current assets | 10,912 | 8,961 |
Total current assets | 191,469 | 167,990 |
Property, plant, and equipment - net | 75,608 | 75,999 |
Operating lease right-of-use assets - net | 13,313 | 14,905 |
Other assets: | ||
Goodwill (Note 4) | 32,019 | 32,587 |
Other intangibles - net (Note 4) | 17,078 | 19,010 |
Other assets | 3,774 | 2,715 |
TOTAL ASSETS | 333,261 | 313,206 |
Current liabilities: | ||
Accounts payable | 45,920 | 40,305 |
Deferred revenue (Note 3) | 7,532 | 12,479 |
Accrued payroll and employee benefits | 7,921 | 16,978 |
Current portion of accrued settlement (Note 13) | 6,000 | 8,000 |
Current maturities of long-term debt (Note 7) | 167 | 102 |
Other accrued liabilities | 12,889 | 17,442 |
Total current liabilities | 80,429 | 95,306 |
Long-term debt (Note 7) | 87,006 | 55,171 |
Deferred tax liabilities (Note 9) | 1,173 | 1,232 |
Long-term operating lease liabilities | 10,497 | 11,865 |
Other long-term liabilities | 6,504 | 6,797 |
Stockholders’ equity: | ||
Common stock, par value $0.01, authorized 20,000,000 shares; shares issued at June 30, 2024 and December 31, 2023, 11,115,779; shares outstanding at June 30, 2024 and December 31, 2023, 10,783,036 and 10,733,935, respectively | 111 | 111 |
Paid-in capital | 42,612 | 43,111 |
Retained earnings | 131,916 | 124,633 |
Treasury stock - at cost, 332,743 and 381,844 common stock shares at June 30, 2024 and December 31, 2023, respectively | (6,405) | (6,494) |
Accumulated other comprehensive loss | (21,156) | (19,250) |
Total L.B. Foster Company stockholders’ equity | 147,078 | 142,111 |
Noncontrolling interest | 574 | 724 |
Total stockholders’ equity | 147,652 | 142,835 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 333,261 | $ 313,206 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in 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) | 10,783,036 | 10,733,935 |
Treasury stock shares - at cost, common stock (in shares) | 332,743 | 381,844 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Total net sales | $ 140,796 | $ 148,034 | $ 265,116 | $ 263,522 |
Total cost of sales | 110,273 | 115,782 | 208,344 | 207,979 |
Gross profit | 30,523 | 32,252 | 56,772 | 55,543 |
Selling and administrative expenses | 24,896 | 24,528 | 47,645 | 45,951 |
Amortization expense | 1,123 | 1,375 | 2,340 | 2,740 |
Operating income | 4,504 | 6,349 | 6,787 | 6,852 |
Interest expense - net | 1,493 | 1,574 | 2,618 | 2,962 |
Other (income) expense - net | (152) | 719 | (3,688) | 2,546 |
Income before income taxes | 3,163 | 4,056 | 7,857 | 1,344 |
Income tax expense | 346 | 563 | 635 | 22 |
Net income | 2,817 | 3,493 | 7,222 | 1,322 |
Net loss attributable to noncontrolling interest | (30) | (38) | (61) | (57) |
Net income attributable to L.B. Foster Company | $ 2,847 | $ 3,531 | $ 7,283 | $ 1,379 |
Per share data attributable to L.B. Foster shareholders: | ||||
Basic earnings per common share (in USD per share) | $ 0.26 | $ 0.32 | $ 0.68 | $ 0.12 |
Diluted earnings per common share (in USD per share) | $ 0.26 | $ 0.32 | $ 0.66 | $ 0.12 |
Basic weighted average shares outstanding (in shares) | 10,793 | 10,807 | 10,777 | 10,800 |
Diluted weighted average shares outstanding (in shares) | 11,060 | 10,878 | 11,062 | 10,866 |
Sales of goods | ||||
Total net sales | $ 122,417 | $ 132,167 | $ 226,880 | $ 230,705 |
Total cost of sales | 93,705 | 101,069 | 175,174 | 179,134 |
Sales of services | ||||
Total net sales | 18,379 | 15,867 | 38,236 | 32,817 |
Total cost of sales | $ 16,568 | $ 14,713 | $ 33,170 | $ 28,845 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Statement of Comprehensive Income [Abstract] | |||||
Net income | $ 2,817 | $ 3,493 | $ 7,222 | $ 1,322 | |
Other comprehensive (loss) income, net of tax: | |||||
Foreign currency translation adjustment | (452) | 1,252 | (1,966) | 2,503 | |
Unrealized (loss) gain on cash flow hedges, net of tax expense of $0 | (186) | 496 | (80) | 78 | |
Reclassification of pension liability adjustments to earnings, net of tax expense of $7 and $2, respectively | [1] | 26 | 41 | 51 | 81 |
Total comprehensive income | 2,205 | 5,282 | 5,227 | 3,984 | |
Less comprehensive (loss) income attributable to noncontrolling interest: | |||||
Net loss attributable to noncontrolling interest | (30) | (38) | (61) | (57) | |
Foreign currency translation adjustment | (72) | 29 | (89) | 33 | |
Amounts attributable to noncontrolling interest | (102) | (9) | (150) | (24) | |
Comprehensive income attributable to L.B. Foster Company | $ 2,307 | $ 5,291 | $ 5,377 | $ 4,008 | |
[1] Reclassifications out of “Accumulated other comprehensive loss” for pension obligations are charged to “Selling and administrative expenses” within the Condensed Consolidated Statements of Operations. |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Unrealized gain on cash flow hedge, tax | $ 0 | $ 0 | $ 0 | $ 0 |
Reclassification of pension liability adjustments to earnings, tax | $ (7) | $ (2) | $ (11) | $ (4) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 7,222 | $ 1,322 |
Adjustments to reconcile net income to cash used in operating activities: | ||
Deferred income taxes | (61) | (1,710) |
Depreciation | 4,736 | 4,989 |
Amortization | 2,340 | 2,740 |
Equity in loss (income) of nonconsolidated investments | 6 | (16) |
Gain on sales and disposals of property, plant, and equipment | (4,412) | (366) |
Stock-based compensation | 2,347 | 1,829 |
Loss on asset divestitures | 0 | 3,074 |
Change in operating assets and liabilities: | ||
Accounts receivable | (22,532) | 6,584 |
Contract assets | 8,499 | (3,033) |
Inventories | (6,648) | (13,068) |
Other current assets | (2,657) | (1,251) |
Other noncurrent assets | 1,416 | (865) |
Accounts payable | 5,243 | 465 |
Deferred revenue | (4,917) | 627 |
Accrued payroll and employee benefits | (9,009) | (1,885) |
Accrued settlement | (2,000) | (2,000) |
Other current liabilities | (4,210) | (941) |
Other long-term liabilities | (2,181) | 172 |
Net cash used in operating activities | (26,818) | (3,333) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from the sale of property, plant, and equipment | 3,881 | 539 |
Capital expenditures on property, plant, and equipment | (4,346) | (1,495) |
Proceeds from business dispositions | 0 | 7,706 |
Acquisitions, net of cash acquired | 0 | 966 |
Net cash (used in) provided by investing activities | (465) | 7,716 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayments of debt | (100,617) | (95,251) |
Proceeds from debt | 132,572 | 92,331 |
Treasury stock acquisitions | (3,140) | (977) |
Investment of noncontrolling interest | 0 | 334 |
Net cash provided by (used in) financing activities | 28,815 | (3,563) |
Effect of exchange rate changes on cash and cash equivalents | (71) | 178 |
Net increase in cash and cash equivalents | 1,461 | 998 |
Cash and cash equivalents at beginning of period | 2,560 | 2,882 |
Cash and cash equivalents at end of period | 4,021 | 3,880 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 2,380 | 2,889 |
Income taxes paid (received) | $ 1,227 | $ (331) |
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, 2022 | $ 137,598 | $ 111 | $ 41,303 | $ 123,169 | $ (6,240) | $ (21,165) | $ 420 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net income (loss) | 1,322 | 1,379 | (57) | ||||
Other comprehensive income (loss), net of tax: | |||||||
Pension liability adjustment | 81 | 81 | |||||
Foreign currency translation adjustment | 2,503 | 2,470 | 33 | ||||
Unrealized derivative (loss) gain on cash flow hedges | 78 | 78 | |||||
Purchase of common shares for treasury | (662) | (662) | |||||
Issuance of common shares, net of share withheld for taxes | (157) | (2,213) | 2,056 | ||||
Stock-based compensation | 1,829 | 1,829 | |||||
Ending balance at Jun. 30, 2023 | 142,592 | 111 | 40,919 | 124,548 | (4,846) | (18,536) | 396 |
Beginning balance at Dec. 31, 2022 | 137,598 | 111 | 41,303 | 123,169 | (6,240) | (21,165) | 420 |
Other comprehensive income (loss), net of tax: | |||||||
Purchase of common shares for treasury | (4,021) | ||||||
Ending balance at Jun. 30, 2024 | 147,652 | 111 | 42,612 | 131,916 | (6,405) | (21,156) | 574 |
Beginning balance at Mar. 31, 2023 | 137,014 | 111 | 40,951 | 121,017 | (5,174) | (20,296) | 405 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net income (loss) | 3,493 | 3,531 | (38) | ||||
Other comprehensive income (loss), net of tax: | |||||||
Pension liability adjustment | 41 | 41 | |||||
Foreign currency translation adjustment | 1,252 | 1,223 | 29 | ||||
Unrealized derivative (loss) gain on cash flow hedges | 496 | 496 | |||||
Purchase of common shares for treasury | (662) | (662) | |||||
Issuance of common shares, net of share withheld for taxes | 13 | (977) | 990 | ||||
Stock-based compensation | 945 | 945 | |||||
Ending balance at Jun. 30, 2023 | 142,592 | 111 | 40,919 | 124,548 | (4,846) | (18,536) | 396 |
Beginning balance at Dec. 31, 2023 | 142,835 | 111 | 43,111 | 124,633 | (6,494) | (19,250) | 724 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net income (loss) | 7,222 | 7,283 | (61) | ||||
Other comprehensive income (loss), net of tax: | |||||||
Pension liability adjustment | 51 | 51 | |||||
Foreign currency translation adjustment | (1,966) | (1,877) | (89) | ||||
Unrealized derivative (loss) gain on cash flow hedges | (80) | (80) | |||||
Purchase of common shares for treasury | (1,707) | (1,707) | |||||
Issuance of common shares, net of share withheld for taxes | (1,424) | (3,220) | 1,796 | ||||
Stock-based compensation | 2,347 | 2,347 | |||||
Investment of noncontrolling interest | 374 | 374 | |||||
Ending balance at Jun. 30, 2024 | 147,652 | 111 | 42,612 | 131,916 | (6,405) | (21,156) | 574 |
Beginning balance at Mar. 31, 2024 | 145,277 | 111 | 41,866 | 129,069 | (5,829) | (20,616) | 676 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net income (loss) | 2,817 | 2,847 | (30) | ||||
Other comprehensive income (loss), net of tax: | |||||||
Pension liability adjustment | 26 | 26 | |||||
Foreign currency translation adjustment | (452) | (380) | (72) | ||||
Unrealized derivative (loss) gain on cash flow hedges | (186) | (186) | |||||
Purchase of common shares for treasury | (1,322) | (1,322) | |||||
Issuance of common shares, net of share withheld for taxes | (196) | (942) | 746 | ||||
Stock-based compensation | 1,314 | 1,314 | |||||
Investment of noncontrolling interest | 374 | 374 | |||||
Ending balance at Jun. 30, 2024 | $ 147,652 | $ 111 | $ 42,612 | $ 131,916 | $ (6,405) | $ (21,156) | $ 574 |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Parenthetical) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Stockholders' Equity [Abstract] | ||||
Purchase of common shares for treasury (in shares) | 53,525 | 51,241 | 70,080 | 51,241 |
Common shares issues net of shares withheld (in shares) | 47,330 | 58,432 | 119,181 | 91,316 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2024 | |
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. The year-end consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. In the opinion of management, all estimates and adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. 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, 2023. 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. |
Business Segments
Business Segments | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Business Segments | Business Segments The Company is a global technology solutions provider of engineered, manufactured products and services that builds and supports infrastructure. The Company’s segments represent components of the Company (a) that engage in activities from which revenue is generated and expenses are incurred, (b) whose operating results are regularly reviewed by the Chief Operating Decision Maker (“CODM”), who uses such information to make decisions about resources to be allocated to the segments, and (c) for which discrete financial information is available. Operating segments are evaluated on their segment profit contribution to the Company’s consolidated results. Other income and expenses, interest, income taxes, and certain other items are managed on a consolidated basis. The Company’s segment accounting policies are 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, 2023. The Company is organized and operates in two reporting segments: Rail, Technologies, and Services (“Rail”), and Infrastructure Solutions (“Infrastructure”). Effective for the quarter and year ended December 31, 2023, the Company made certain organizational changes that led to the conclusion that it will operate under two reporting segments as opposed to the three reporting segments it has operated under historically. As such, the Company has restated segment information for the historical periods presented herein to conform to the current presentation. The Infrastructure business comprises both the historic Precast Concrete Products and Steel Products and Measurement (since renamed “Steel Products”) reporting segments. The operating results of the Company’s reportable segments were as follows for the periods presented: Three Months Ended Three Months Ended Net Sales Segment Operating Income Net Sales Segment Operating Income Rail, Technologies, and Services $ 85,594 $ 5,431 $ 91,616 $ 6,627 Infrastructure Solutions 55,202 3,618 56,418 2,752 Total $ 140,796 $ 9,049 $ 148,034 $ 9,379 Six Months Ended Six Months Ended Net Sales Segment Operating Income Net Sales Segment Operating Income Rail, Technologies, and Services $ 168,217 $ 12,209 $ 156,000 $ 9,015 Infrastructure Solutions 96,899 2,225 107,522 2,396 Total $ 265,116 $ 14,434 $ 263,522 $ 11,411 Segment income from operations, as shown above, includes allocated corporate operating expenses. Allocated corporate operating expenses include costs associated with central services such as quality, logistics, environmental health and safety, information technology, insurance, and human resources. Other corporate functional costs that are associated with the operating segments are also allocated to the segments such as finance, marketing, credit and collections, and treasury functions. Operating expenses related to corporate headquarter functions were allocated to each segment 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. Management believes the allocation of corporate operating expenses provides an accurate presentation of how the segments utilize corporate support activities. This provides the CODM meaningful segment profitability information to support operating decisions and the allocation of resources. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies found in Note 1 Significant Accounting Policies 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, 2023. During the quarter, the Company divested an ancillary property within the Steel Products business unit for total proceeds of $1,300 generating an $815 gain on sale recorded in “Cost of goods sold” for the three months ended June 30, 2024 which has been included in the Infrastructure segment's operating income. Certain corporate costs are separately managed on a consolidated basis and are not allocated to the operating segments. These corporate costs include public company costs such as listing fees, audit fees, compliance costs, and Board of Directors fees. Additionally, certain corporate executive management costs, including costs of the corporate executive leadership team, and corporate management stock-based compensation expenses are not allocated to the operating segments. Finally, interest expense, income taxes, and certain other items included in other income and expense which are managed on a consolidated basis are not allocated to the operating segments. The following table demonstrates a reconciliation of reportable segment net profit to the Company’s consolidated total for the periods presented: Three Months Ended Six Months Ended 2024 2023 2024 2023 Income from operations: Total segment operating income $ 9,049 $ 9,379 $ 14,434 $ 11,411 Interest expense - net (1,493) (1,574) (2,618) (2,962) Other income (expense) - net 152 (719) 3,688 (2,546) Public company costs (1,621) (1,217) (2,840) (1,873) Corporate executive management costs (1,885) (1,155) (3,292) (1,521) Corporate management stock-based compensation (880) (604) (1,479) (1,148) Other (159) (54) (36) (17) Income before income taxes $ 3,163 $ 4,056 $ 7,857 $ 1,344 Depreciation/Amortization: Total segment depreciation/amortization $ 3,018 $ 3,412 $ 6,151 $ 6,841 Corporate depreciation/amortization 467 447 925 888 Depreciation/amortization $ 3,485 $ 3,859 $ 7,076 $ 7,729 Expenditures for Long-Lived Assets: Total segment expenditures for long-lived assets $ 1,480 $ 708 $ 3,629 $ 1,066 Corporate expenditures for long-lived assets 574 88 717 429 Expenditures for long-lived assets $ 2,054 $ 796 $ 4,346 $ 1,495 The following table illustrates assets of the Company by reportable segment for the periods presented: June 30, December 31, Rail, Technologies, and Services $ 174,486 $ 157,023 Infrastructure Solutions 129,769 130,667 Unallocated corporate assets 29,006 25,516 Total $ 333,261 $ 313,206 On March 30, 2023, the Company sold substantially all the operating assets of its Chemtec Energy Services LLC (“Chemtec”) business for $5,344 in proceeds generating a $2,065 loss on sale, recorded in “Other (income) expense - net” for the six months ended June 30, 2023. The Chemtec business was reported in the Steel Products business unit in the Infrastructure segment. On June 30, 2023, the Company sold substantially all the operating assets of the prestressed concrete railroad tie business operated by its wholly-owned subsidiary, CXT Incorporated (“Ties”), located in Spokane, WA, for $2,362 in proceeds, generating a $1,009 loss on the sale, which was recorded in “Other expense (income) - net” for the three and six months ended June 30, 2023. The Ties business was reported in the Rail Products business unit within the Rail segment. On August 30, 2023, the Company announced the discontinuation of its Bridge Products grid deck product line (“Bridge Exit”) which was reported in the Steel Products business unit within the Infrastructure segment. The decision to exit the bridge grid deck product line was a result of a weak bridge grid deck market condition and outlook due to customer adoption of newer technologies replacing the grid deck solution. The Company continues to operate its bridge forms product line which is a newer technology and not subject to the same challenging market conditions. The Bedford, PA based operations supporting the discontinued bridge grid deck product line expects to complete any remaining customer obligations during 2024. For the three months ended June 30, 2024 and 2023, the discontinued product line had $1,157 and $1,975 in sales, respectively, and for the six months ended June 30, 2024 and 2023, the discontinued product line had $1,967 and $3,466 in sales, respectively. During the three and six months ended June 30, 2024, the Company incurred an immaterial amount of exit costs, all of which were personnel expenses. The Company does not expect to incur additional material exit costs in the remainder of 2024. Cumulatively, the Company has incurred a total of $1,476 in exit costs for the Bridge Exit, which included $474 in inventory write-downs, $740 in personnel expenses, and $262 in other exit costs, which were recorded in “Other (income) expense - net,” the majority of which were incurred in the last six months of 2023. On November 17, 2023, the Company acquired the operating assets of Cougar Mountain Precast, LLC (“Cougar”), located in Caldwell, Idaho, which is a licensed manufacturer of Redi-Rock and natural concrete products for $1,644, subject to hold back payments, to be paid over the next twelve months or utilized to satisfy post-close working capital adjustments or indemnity claims. Cougar has been included in the Precast Concrete Products business unit within the Infrastructure segment. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The following table summarizes the Company’s sales by major product and service line for the periods presented: Three Months Ended Six Months Ended 2024 2023 2024 2023 Rail Products $ 56,323 $ 64,246 $ 109,361 $ 104,475 Global Friction Management 17,438 17,680 31,459 33,499 Technology Services and Solutions 11,833 9,690 27,397 18,026 Rail, Technologies, and Services 85,594 91,616 168,217 156,000 Precast Concrete Products 33,950 33,865 55,041 58,153 Steel Products 21,252 22,553 41,858 49,369 Infrastructure Solutions 55,202 56,418 96,899 107,522 Total net sales $ 140,796 $ 148,034 $ 265,116 $ 263,522 The majority of the Company’s revenue is from products transferred and services rendered to customers at a point in time. The Company recognizes revenue at the point in time at which the customer obtains control of the product or service, which is generally when the product title passes to the customer upon shipment or the service has been rendered to the customer. In limited cases, title does not transfer and revenue is not recognized until the customer has received the products at a designated physical location. Net sales by the timing of the transfer of goods and services was as follows for the periods presented: Three Months Ended June 30, 2024 Rail, Technologies, and Services Infrastructure Solutions Total Point in time $ 69,923 $ 35,127 $ 105,050 Over time 15,671 20,075 35,746 Total net sales $ 85,594 $ 55,202 $ 140,796 Three Months Ended June 30, 2023 Rail, Technologies, and Services Infrastructure Solutions Total Point in time $ 75,923 $ 34,947 $ 110,870 Over time 15,693 21,471 37,164 Total net sales $ 91,616 $ 56,418 $ 148,034 Six Months Ended June 30, 2024 Rail, Technologies, and Services Infrastructure Solutions Total Point in time $ 135,462 $ 64,784 $ 200,246 Over time 32,755 32,115 64,870 Total net sales $ 168,217 $ 96,899 $ 265,116 Six Months Ended June 30, 2023 Rail, Technologies, and Services Infrastructure Solutions Total Point in time $ 129,757 $ 64,075 $ 193,832 Over time 26,243 43,447 69,690 Total net sales $ 156,000 $ 107,522 $ 263,522 The Company’s performance obligations under long-term agreements with its customers are generally satisfied over time. Over time revenue is primarily comprised of transit infrastructure and technology services and solutions projects within the Rail segment, precast concrete buildings within the Precast Concrete Products division in the Infrastructure segment, and long-term bridge projects and custom precision metering systems within the Steel Products division in the Infrastructure segment. Revenue under these long-term agreements is generally recognized over time, either using an input measure based upon the proportion of actual costs incurred to estimated total project costs or an input measure based upon actual labor costs as a percentage of estimated total labor costs, depending upon which measure the Company believes best depicts the Company’s performance to date under the terms of the contract, or an output method, specifically units delivered, based upon certain customer acceptance and delivery requirements. The use of an input or an output measure to recognize revenue is determined based on what is most appropriate given the nature of the work performed and terms of the associated agreement. Accounting for these long-term agreements involves the use of various techniques to estimate total revenues and costs. The Company estimates profit on these long-term agreements as the difference between total estimated revenues and expected costs to complete a contract and recognizes that profit over the life of the contract. As a result of management's reviews of contract-related estimates the Company makes adjustments to contract estimates that impact our revenue and profit totals. Changes in estimates are primarily attributed to updated considerations, including economic conditions and historic contract patterns, resulting in changes to anticipated revenue from existing contracts. During the three and six months ended June 30, 2024, reductions to net sales stemming from changes in actual and expected values of certain commercial contracts and settlements of such contracts were $1,477. Such adjustments were $1,035 and $1,428 during the three and six months ended June 30, 2023, respectively. The Company’s estimates related to these long-term agreements are further described in Note 4 Revenue 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, 2023. Revenue recognized over time was as follows for the periods presented: Three Months Ended Percentage of Total Net Sales 2024 2023 2024 2023 Over time input method $ 15,864 $ 15,724 11.3 % 10.6 % Over time output method 19,882 21,440 14.1 14.5 Total over time sales $ 35,746 $ 37,164 25.4 % 25.1 % Six Months Ended Percentage of Total Net Sales 2024 2023 2024 2023 Over time input method $ 29,007 $ 31,935 10.9 % 12.1 % Over time output method 35,863 37,755 13.5 14.3 Total over time sales $ 64,870 $ 69,690 24.5 % 26.4 % The timing of revenue recognition, billings, and cash collections results in billed receivables, costs in excess of billings (included in “Contract assets - net”), and billings in excess of costs (contract liabilities), included in “Deferred revenue” within the Condensed Consolidated Balance Sheets. The following table sets forth the Company’s contract assets: Contract Assets Balance as of December 31, 2023 $ 29,489 Net additions to contract assets 6,223 Transfers from contract asset balance to accounts receivable (15,150) Balance as of June 30, 2024 $ 20,562 The following table sets forth the Company’s contract liabilities: Contract Liabilities Balance as of December 31, 2023 $ 2,189 Revenue recognized from contract liabilities (1,023) Increase in billings in excess of cost, excluding revenue recognized 388 Other adjustments (55) Balance as of June 30, 2024 $ 1,499 The Company has established policies regarding allowance for credit losses associated with contract assets, which includes standalone reserve assessments for its long term, complex contracts as needed as well as detailed regular review and updates to contract margins, progress, and value. A standard reserve threshold is applied to contract assets related to short term, less complex contracts. Management also regularly reviews collection patterns and future expected collections and makes necessary revisions to allowance for credit losses related to contract assets. As of June 30, 2024, the Company had approximately $249,805 of remaining performance obligations, which are also referred to as backlog. Approximately 10.2% of the June 30, 2024 backlog was related to projects that are anticipated to extend beyond June 30, 2025. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2024 | |
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 Infrastructure Solutions Total Balance as of December 31, 2023 $ 20,466 $ 12,121 $ 32,587 Cougar purchase accounting adjustment — (445) (445) Foreign currency translation impact (123) — (123) Balance as of June 30, 2024 $ 20,343 $ 11,676 $ 32,019 On November 17, 2023, the Company acquired the operating assets of Cougar Mountain Precast, LLC, for which all purchase accounting adjustments were finalized as of March 31, 2024. Purchase accounting finalization during the first quarter of 2024 included adjustments to record $429 of gross intangible assets for customer relationships with a weighted average amortization period of 5 years. 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 current economic conditions, including but not limited to labor markets, supply chains, and other inflationary costs. However, these factors can be unpredictable and are subject to change. No interim goodwill impairment test was required as a result of the evaluation of qualitative factors as of June 30, 2024. However, future impairment charges could result if future projections diverge unfavorably from current expectations. The following table sets forth the components of the Company’s intangible assets for the periods presented: June 30, 2024 Weighted Average Gross Accumulated Net Patents 10 $ 324 $ (204) $ 120 Customer relationships 15 28,070 (18,620) 9,450 Trademarks and trade names 14 7,981 (4,918) 3,063 Technology 9 32,636 (28,414) 4,222 Favorable lease 6 327 (104) 223 $ 69,338 $ (52,260) $ 17,078 December 31, 2023 Weighted Average Gross Accumulated Net Patents 10 $ 335 $ (199) $ 136 Customer relationships 16 27,712 (17,236) 10,476 Trademarks and trade names 16 7,989 (4,593) 3,396 Technology 9 32,658 (27,906) 4,752 Favorable lease 6 327 (77) 250 $ 69,021 $ (50,011) $ 19,010 |
Accounts Receivable
Accounts Receivable | 6 Months Ended |
Jun. 30, 2024 | |
Accounts Receivable Additional Disclosures [Abstract] | |
Accounts Receivable | Accounts Receivable Changes in reserves for uncollectible accounts are recorded as part of “Selling and administrative expenses” in the Condensed Consolidated Statements of Operations, and were an expense of $134 and $256 for the three months ended June 30, 2024 and 2023, respectively, and an expense of $529 and $411 for the six months ended June 30, 2024 and 2023, 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, bad debt expense experience, expected future trends of collections, current and expected market conditions, and any other relevant subjective adjustments as needed. Management maintains high-quality credit review practices and positive customer relationships that mitigate credit risks. The Company’s reserves are regularly reviewed and revised as necessary. The following table sets forth the Company’s allowance for credit losses: Allowance for Credit Losses Balance as of December 31, 2023 $ 809 Current period provision 529 Write-off against allowance (36) Balance as of June 30, 2024 $ 1,302 |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory is valued at average cost or net realizable value, whichever is lower. The Company’s components of inventory are summarized in the following table for the periods presented: June 30, December 31, Finished goods $ 51,360 $ 44,903 Work-in-process 2,896 4,675 Raw materials 25,830 23,918 Inventories - net $ 80,085 $ 73,496 |
Long-Term Debt and Related Matt
Long-Term Debt and Related Matters | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Related Matters | Long-Term Debt and Related Matters Long-term debt consisted of the following: June 30, December 31, Revolving credit facility $ 86,615 $ 55,060 Finance leases and financing agreements 558 213 Total 87,173 55,273 Less current maturities (167) (102) Long-term portion $ 87,006 $ 55,171 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, as amended, modifies the prior amended revolving credit facility, on terms more favorable to the Company and extends the maturity 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 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. On August 12, 2022, the Company entered into a second amendment to its Credit Agreement (the “Second Amendment”) which added an additional tier to the pricing grid and provided for the conversion from LIBOR-based to SOFR-based borrowings. Borrowings under the Credit Agreement, as amended, will bear interest at rates based upon either the base rate or SOFR rate plus applicable margins. 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 (as defined in the Credit Agreement), and (ii) 3.50 to 1.00 for all testing periods occurring during an Acquisition Period, 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. As of June 30, 2024, the Company was in compliance with the covenants in the Credit Agreement, as amended, and had outstanding letters of credit of approximately $2,084. |
Earnings Per Common Share
Earnings Per Common Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | Earnings Per Common Share (Share amounts in thousands) The following table sets forth the computation of basic and diluted earnings per common share for the periods indicated: Three Months Ended Six Months Ended 2024 2023 2024 2023 Numerator for basic and diluted earnings per common share: Net income attributable to L.B. Foster Company $ 2,847 $ 3,531 $ 7,283 $ 1,379 Denominator: Weighted average shares outstanding 10,793 10,807 10,777 10,800 Denominator for basic earnings per common share 10,793 10,807 10,777 10,800 Effect of dilutive securities: Stock compensation plans 267 71 285 66 Dilutive potential common shares 267 71 285 66 Denominator for diluted earnings per common share - adjusted weighted average shares outstanding 11,060 10,878 11,062 10,866 Basic earnings per common share $ 0.26 $ 0.32 $ 0.68 $ 0.12 Diluted earnings per common share $ 0.26 $ 0.32 $ 0.66 $ 0.12 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three months ended June 30, 2024 and 2023, the Company recorded an income tax expense of $346 and $563, respectively, on pre-tax income of $3,163 and $4,056, respectively, for an effective income tax rate of 10.9% and 13.9%, respectively. For the six months ended June 30, 2024 and 2023, the Company recorded an income tax expense of $635 and $22, respectively, on pre-tax income of $7,857 and $1,344, respectively, for an effective income tax rate of 8.1% and 1.6%, respectively. The Company's effective income tax rate for the three and six months ended June 30, 2024 differed from the federal statutory rate of 21% primarily due to the realization of a portion of its U.S. deferred tax assets previously offset by a valuation allowance. The Company continues to maintain a full valuation allowance against its U.S. deferred tax assets, which is likely to result in significant variability of the effective tax rate in the current year. Changes in pre-tax income projections, combined with the seasonal nature of our businesses, could also impact the effective income tax rate each quarter. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company recorded stock-based compensation expense of $1,314 and $945 for the three months ended June 30, 2024 and 2023, respectively, and $2,347 and $1,829 for the six months ended June 30, 2024 and 2023, respectively, related to restricted stock awards and performance unit awards. As of June 30, 2024, unrecognized compensation expense for awards that the Company expects to vest approximated $7,478. The Company will recognize this unrecognized compensation expense over the upcoming 2.6 years through February 13, 2027. As of June 30, 2024, the Company had stock awards issued pursuant to the 2022 Equity and Incentive Compensation Plan (the “Equity and Incentive Plan”) and its predecessor, the 2006 Omnibus Incentive Compensation Plan (the “Omnibus Plan”). No stock options are outstanding under either the Omnibus Plan or Equity and Incentive Plan and, as such, there was no stock-based compensation expense related to stock options recorded for the June 30, 2024 and 2023. Non-Employee Director Fully-Vested and Restricted Stock Awards Since May 2018, non-employee directors have been awarded shares of the Company’s common stock on each date the non-employee directors were elected at the annual shareholders’ meeting to serve as directors, subject to a one-year vesting requirement. The Deferred Compensation Plan for Non-Employee Directors under the Omnibus Plan and, by amendment, under the Equity and Incentive Compensation Plan, which permits non-employee directors of the Company to defer receipt of earned cash and/or stock compensation for service on the Board into deferred stock units. Restricted Stock and Performance-Based Stock and Share Units Under the Equity and Incentive Compensation Plan and Omnibus Plan, the Company grants certain employees restricted stock and performance-based stock and 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. Performance unit awards are offered annually under separate three-year long-term incentive programs, unless indicated otherwise by the underlying performance unit award agreement. Performance units are subject to forfeiture and will be converted into common stock based upon the Company’s performance relative to performance measures and conversion multiples as defined in the underlying program. The following table summarizes the restricted stock, deferred stock units, and performance-based stock and share unit activity for the periods presented: Restricted Deferred Performance-Based Stock Weighted Average Outstanding as of December 31, 2023 264,970 12,404 560,338 $ 14.10 Granted 90,807 — 86,772 24.69 Vested (148,808) — (29,778) 14.01 Adjustment for incentive awards expected to vest — — 110 11.63 Cancelled and forfeited (1,000) — (437) 11.62 Outstanding as of June 30, 2024 205,969 12,404 617,005 $ 16.77 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
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. 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 June 30, 2024 and December 31, 2023, the interest rate swaps were recorded in “ Other current assets Fair Value Measurements at Reporting Date Fair Value Measurements at Reporting Date June 30, Level 1 Level 2 Level 3 December 31, Level 1 Level 2 Level 3 Interest rate swaps $ 1,146 $ — $ 1,146 $ — $ 1,225 $ — $ 1,225 $ — Total assets $ 1,146 $ — $ 1,146 $ — $ 1,225 $ — $ 1,225 $ — 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. For the three months ended June 30, 2024 and 2023, the Company recognized interest income of $340 and $295, respectively, from interest rate swaps. For the six months ended June 30, 2024 and 2023, the Company recognized interest income of $677 and $540 respectively, from interest rate swaps. |
Retirement Plans
Retirement Plans | 6 Months Ended |
Jun. 30, 2024 | |
Employee-related Liabilities [Abstract] | |
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. In the United Kingdom, the Company maintains two defined contribution plans and a defined benefit plan, which is frozen. On May 23, 2024, the Company’s Board of Directors approved the termination of our frozen L.B. Foster Company Merged Retirement Plan (the “US DB Plan”) and the Portec Rail Products (UK) Limited Pension Scheme (the “UK DB Plan”). The transfer of plan assets and obligations to insurers, and subsequent termination is expected to be completed by June 30, 2025. The Company’s US DB Plan is underfunded as of June 30, 2024, and will require cash payments of approximately $2,000 to $3,000 to effectuate the termination. The estimated cash payments are subject to change due to changes in market conditions that can impact the return on plan assets that are held by the US DB Plan and the UK DB Plan. The UK DB Plan is fully funded as of June 30, 2024, and we do not expect any additional contributions to be required during the termination process. These plans are discussed in further detail below. United States Defined Benefit Plan Net periodic pension costs were as follows for the periods presented: Three Months Ended Six Months Ended 2024 2023 2024 2023 Interest cost $ 66 $ 71 $ 132 $ 143 Expected return on plan assets (68) (64) (136) (128) Recognized net actuarial loss 15 16 30 31 Net periodic pension cost $ 13 $ 23 $ 26 $ 46 The Company has made contributions to its United States defined benefit plan of $200 during the six months ended June 30, 2024 and expects to make total contributions of approximately $370 during 2024. United Kingdom Defined Benefit Plan Net periodic pension costs were as follows for the periods presented: Three Months Ended Six Months Ended 2024 2023 2024 2023 Interest cost $ 56 $ 56 $ 112 $ 112 Expected return on plan assets (93) (84) (186) (168) Amortization of prior service costs and transition amount 6 6 12 12 Recognized net actuarial loss 8 3 16 6 Net periodic pension income $ (23) $ (19) $ (46) $ (38) United Kingdom regulations require trustees to adopt a prudent approach to funding required contributions to defined benefit pension plans. For the six months ended June 30, 2024, the Company contributed approximately $156 to the plan. The Company anticipates total contributions of approximately $316 to the United Kingdom pension plan during 2024. 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 Six Months Ended 2024 2023 2024 2023 United States $ 720 $ 793 $ 1,271 $ 1,407 Canada 34 32 110 94 United Kingdom 287 315 565 576 $ 1,041 $ 1,140 $ 1,946 $ 2,077 |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 6 Months Ended |
Jun. 30, 2024 | |
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. 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 then-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 payment under the UPRR Settlement Agreement for the remainder of the year ending December 31, 2024 is $6,000, upon which the obligation for the Settlement Agreement will be satisfied. 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 and involves a process that will ultimately conclude a proposed allocation of liability for cleanup of the site and various sub-areas. The Company does not have any individual risk sharing agreements in place with respect to the site, and was only associated with the site from 1976 to when it purchased the stock of a company whose assets it sold in 1982 and which was dissolved in 1994. 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 June 30, 2024 and December 31, 2023, the Company maintained environmental reserves approximating $2,398 and $2,417, respectively. The Company is also subject to other legal proceedings and claims that arise in the ordinary course of its business. Legal actions are subject to inherent uncertainties, and future events could change management’s assessment of the probability or estimated amount of potential losses from pending or threatened legal actions. Based on available information, it is the opinion of management that the ultimate resolution of pending or threatened legal actions, both individually and in the aggregate, will not result in losses having a material adverse effect on the Company’s financial position or liquidity as of June 30, 2024. If management believes that, based on available information, it is at least reasonably possible that a material loss (or additional material loss in excess of any accrual) will be incurred in connection with any legal actions, the Company discloses an estimate of the possible loss or range of loss, either individually or in the aggregate, as appropriate, if such an estimate can be made, or discloses that an estimate cannot be made. Based on the Company’s assessment as of June 30, 2024, no such disclosures were considered necessary. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On August 5, 2024, the Board of Directors approved the modification of the Company’s stock repurchase program. The modifications include revising the repurchase program expiration date from February 2026 to February 2025. Additionally, the Board of Directors removed the restriction which previously limited repurchases to $5,000 in any trailing 12-month period. The authorized repurchase amount was unchanged at $15,000. As of June 30, 2024, the Company has repurchased stock of $4,021, with $10,979 of the original $15,000 authorized remaining. Any repurchases will continue to be subject to the Company’s liquidity, including availability of borrowings and covenant compliance under its revolving credit facility, and other capital needs of the business. In August 2024, the Company announced an enterprise restructuring program aligned with its strategy to reduce costs and enable investment in growth platforms. Total restructuring program includes both headcount reductions and attrition and is expected to result in severance and outplacement services charges totaling approximately $1,500. The majority of the restructuring costs will be recorded in the third quarter of 2024 with any remaining costs being recorded in the fourth quarter of 2024. Annual run rate savings are expected to be approximately $4,500 with approximately $2,000 in savings being realized in 2024. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net income attributable to L.B. Foster Company | $ 2,847 | $ 3,531 | $ 7,283 | $ 1,379 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
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. The year-end consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. In the opinion of management, all estimates and adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. 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, 2023. 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. |
Business Segments (Tables)
Business Segments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Reconciliation of Revenue from Segments to Consolidated | The operating results of the Company’s reportable segments were as follows for the periods presented: Three Months Ended Three Months Ended Net Sales Segment Operating Income Net Sales Segment Operating Income Rail, Technologies, and Services $ 85,594 $ 5,431 $ 91,616 $ 6,627 Infrastructure Solutions 55,202 3,618 56,418 2,752 Total $ 140,796 $ 9,049 $ 148,034 $ 9,379 Six Months Ended Six Months Ended Net Sales Segment Operating Income Net Sales Segment Operating Income Rail, Technologies, and Services $ 168,217 $ 12,209 $ 156,000 $ 9,015 Infrastructure Solutions 96,899 2,225 107,522 2,396 Total $ 265,116 $ 14,434 $ 263,522 $ 11,411 |
Schedule of Reconciliation of Operating Profit (Loss) from Segments to Consolidated | The following table demonstrates a reconciliation of reportable segment net profit to the Company’s consolidated total for the periods presented: Three Months Ended Six Months Ended 2024 2023 2024 2023 Income from operations: Total segment operating income $ 9,049 $ 9,379 $ 14,434 $ 11,411 Interest expense - net (1,493) (1,574) (2,618) (2,962) Other income (expense) - net 152 (719) 3,688 (2,546) Public company costs (1,621) (1,217) (2,840) (1,873) Corporate executive management costs (1,885) (1,155) (3,292) (1,521) Corporate management stock-based compensation (880) (604) (1,479) (1,148) Other (159) (54) (36) (17) Income before income taxes $ 3,163 $ 4,056 $ 7,857 $ 1,344 Depreciation/Amortization: Total segment depreciation/amortization $ 3,018 $ 3,412 $ 6,151 $ 6,841 Corporate depreciation/amortization 467 447 925 888 Depreciation/amortization $ 3,485 $ 3,859 $ 7,076 $ 7,729 Expenditures for Long-Lived Assets: Total segment expenditures for long-lived assets $ 1,480 $ 708 $ 3,629 $ 1,066 Corporate expenditures for long-lived assets 574 88 717 429 Expenditures for long-lived assets $ 2,054 $ 796 $ 4,346 $ 1,495 |
Schedule of Reconciliation of Assets from Segment to Consolidated | The following table illustrates assets of the Company by reportable segment for the periods presented: June 30, December 31, Rail, Technologies, and Services $ 174,486 $ 157,023 Infrastructure Solutions 129,769 130,667 Unallocated corporate assets 29,006 25,516 Total $ 333,261 $ 313,206 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenues by Major Product Line | The following table summarizes the Company’s sales by major product and service line for the periods presented: Three Months Ended Six Months Ended 2024 2023 2024 2023 Rail Products $ 56,323 $ 64,246 $ 109,361 $ 104,475 Global Friction Management 17,438 17,680 31,459 33,499 Technology Services and Solutions 11,833 9,690 27,397 18,026 Rail, Technologies, and Services 85,594 91,616 168,217 156,000 Precast Concrete Products 33,950 33,865 55,041 58,153 Steel Products 21,252 22,553 41,858 49,369 Infrastructure Solutions 55,202 56,418 96,899 107,522 Total net sales $ 140,796 $ 148,034 $ 265,116 $ 263,522 |
Schedule of Disaggregation of Revenue | Net sales by the timing of the transfer of goods and services was as follows for the periods presented: Three Months Ended June 30, 2024 Rail, Technologies, and Services Infrastructure Solutions Total Point in time $ 69,923 $ 35,127 $ 105,050 Over time 15,671 20,075 35,746 Total net sales $ 85,594 $ 55,202 $ 140,796 Three Months Ended June 30, 2023 Rail, Technologies, and Services Infrastructure Solutions Total Point in time $ 75,923 $ 34,947 $ 110,870 Over time 15,693 21,471 37,164 Total net sales $ 91,616 $ 56,418 $ 148,034 Six Months Ended June 30, 2024 Rail, Technologies, and Services Infrastructure Solutions Total Point in time $ 135,462 $ 64,784 $ 200,246 Over time 32,755 32,115 64,870 Total net sales $ 168,217 $ 96,899 $ 265,116 Six Months Ended June 30, 2023 Rail, Technologies, and Services Infrastructure Solutions Total Point in time $ 129,757 $ 64,075 $ 193,832 Over time 26,243 43,447 69,690 Total net sales $ 156,000 $ 107,522 $ 263,522 Three Months Ended Percentage of Total Net Sales 2024 2023 2024 2023 Over time input method $ 15,864 $ 15,724 11.3 % 10.6 % Over time output method 19,882 21,440 14.1 14.5 Total over time sales $ 35,746 $ 37,164 25.4 % 25.1 % Six Months Ended Percentage of Total Net Sales 2024 2023 2024 2023 Over time input method $ 29,007 $ 31,935 10.9 % 12.1 % Over time output method 35,863 37,755 13.5 14.3 Total over time sales $ 64,870 $ 69,690 24.5 % 26.4 % |
Schedule of Contract with Customer, Contract Asset, Contract Liability | The following table sets forth the Company’s contract assets: Contract Assets Balance as of December 31, 2023 $ 29,489 Net additions to contract assets 6,223 Transfers from contract asset balance to accounts receivable (15,150) Balance as of June 30, 2024 $ 20,562 The following table sets forth the Company’s contract liabilities: Contract Liabilities Balance as of December 31, 2023 $ 2,189 Revenue recognized from contract liabilities (1,023) Increase in billings in excess of cost, excluding revenue recognized 388 Other adjustments (55) Balance as of June 30, 2024 $ 1,499 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 Infrastructure Solutions Total Balance as of December 31, 2023 $ 20,466 $ 12,121 $ 32,587 Cougar purchase accounting adjustment — (445) (445) Foreign currency translation impact (123) — (123) Balance as of June 30, 2024 $ 20,343 $ 11,676 $ 32,019 |
Schedule of Finite-Lived Intangible Assets | The following table sets forth the components of the Company’s intangible assets for the periods presented: June 30, 2024 Weighted Average Gross Accumulated Net Patents 10 $ 324 $ (204) $ 120 Customer relationships 15 28,070 (18,620) 9,450 Trademarks and trade names 14 7,981 (4,918) 3,063 Technology 9 32,636 (28,414) 4,222 Favorable lease 6 327 (104) 223 $ 69,338 $ (52,260) $ 17,078 December 31, 2023 Weighted Average Gross Accumulated Net Patents 10 $ 335 $ (199) $ 136 Customer relationships 16 27,712 (17,236) 10,476 Trademarks and trade names 16 7,989 (4,593) 3,396 Technology 9 32,658 (27,906) 4,752 Favorable lease 6 327 (77) 250 $ 69,021 $ (50,011) $ 19,010 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounts Receivable Additional Disclosures [Abstract] | |
Schedule of 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, 2023 $ 809 Current period provision 529 Write-off against allowance (36) Balance as of June 30, 2024 $ 1,302 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The Company’s components of inventory are summarized in the following table for the periods presented: June 30, December 31, Finished goods $ 51,360 $ 44,903 Work-in-process 2,896 4,675 Raw materials 25,830 23,918 Inventories - net $ 80,085 $ 73,496 |
Long-Term Debt and Related Ma_2
Long-Term Debt and Related Matters (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt consisted of the following: June 30, December 31, Revolving credit facility $ 86,615 $ 55,060 Finance leases and financing agreements 558 213 Total 87,173 55,273 Less current maturities (167) (102) Long-term portion $ 87,006 $ 55,171 |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings 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 Six Months Ended 2024 2023 2024 2023 Numerator for basic and diluted earnings per common share: Net income attributable to L.B. Foster Company $ 2,847 $ 3,531 $ 7,283 $ 1,379 Denominator: Weighted average shares outstanding 10,793 10,807 10,777 10,800 Denominator for basic earnings per common share 10,793 10,807 10,777 10,800 Effect of dilutive securities: Stock compensation plans 267 71 285 66 Dilutive potential common shares 267 71 285 66 Denominator for diluted earnings per common share - adjusted weighted average shares outstanding 11,060 10,878 11,062 10,866 Basic earnings per common share $ 0.26 $ 0.32 $ 0.68 $ 0.12 Diluted earnings per common share $ 0.26 $ 0.32 $ 0.66 $ 0.12 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
Schedule of Nonvested Share Activity | The following table summarizes the restricted stock, deferred stock units, and performance-based stock and share unit activity for the periods presented: Restricted Deferred Performance-Based Stock Weighted Average Outstanding as of December 31, 2023 264,970 12,404 560,338 $ 14.10 Granted 90,807 — 86,772 24.69 Vested (148,808) — (29,778) 14.01 Adjustment for incentive awards expected to vest — — 110 11.63 Cancelled and forfeited (1,000) — (437) 11.62 Outstanding as of June 30, 2024 205,969 12,404 617,005 $ 16.77 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Fair Value Measurements at Reporting Date Fair Value Measurements at Reporting Date June 30, Level 1 Level 2 Level 3 December 31, Level 1 Level 2 Level 3 Interest rate swaps $ 1,146 $ — $ 1,146 $ — $ 1,225 $ — $ 1,225 $ — Total assets $ 1,146 $ — $ 1,146 $ — $ 1,225 $ — $ 1,225 $ — |
Retirement Plans (Tables)
Retirement Plans (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Employee-related Liabilities [Abstract] | |
Schedule of Net Benefit Costs | Net periodic pension costs were as follows for the periods presented: Three Months Ended Six Months Ended 2024 2023 2024 2023 Interest cost $ 66 $ 71 $ 132 $ 143 Expected return on plan assets (68) (64) (136) (128) Recognized net actuarial loss 15 16 30 31 Net periodic pension cost $ 13 $ 23 $ 26 $ 46 Net periodic pension costs were as follows for the periods presented: Three Months Ended Six Months Ended 2024 2023 2024 2023 Interest cost $ 56 $ 56 $ 112 $ 112 Expected return on plan assets (93) (84) (186) (168) Amortization of prior service costs and transition amount 6 6 12 12 Recognized net actuarial loss 8 3 16 6 Net periodic pension income $ (23) $ (19) $ (46) $ (38) |
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 Six Months Ended 2024 2023 2024 2023 United States $ 720 $ 793 $ 1,271 $ 1,407 Canada 34 32 110 94 United Kingdom 287 315 565 576 $ 1,041 $ 1,140 $ 1,946 $ 2,077 |
Business Segments - Narrative (
Business Segments - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 10 Months Ended | |||||
Jun. 28, 2024 USD ($) | Nov. 17, 2023 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) segment | Jun. 30, 2023 USD ($) | Sep. 30, 2023 segment | Jun. 30, 2024 USD ($) | |
Segment Reporting Information | |||||||||
Number of reportable segments | segment | 2 | 3 | |||||||
Proceeds from business dispositions | $ 0 | $ 7,706 | |||||||
Gain (loss) on asset divestiture | 0 | (3,074) | |||||||
Total net sales | $ 140,796 | $ 148,034 | 265,116 | 263,522 | |||||
Exit costs incurred | (152) | 719 | (3,688) | 2,546 | |||||
Cougar purchase accounting adjustment | |||||||||
Segment Reporting Information | |||||||||
Consideration transferred to acquire operating assets | $ 1,644 | ||||||||
Disposal Group, Not Discontinued Operations | Bridge Grid Deck Product | |||||||||
Segment Reporting Information | |||||||||
Proceeds from business dispositions | $ 1,300 | ||||||||
Gain (loss) on asset divestiture | $ 815 | ||||||||
Total net sales | 1,157 | 1,975 | 1,967 | 3,466 | |||||
Exit costs incurred | $ 0 | 0 | $ 1,476 | ||||||
Personnel expenses | 740 | ||||||||
Inventory write-down | 474 | ||||||||
Other exit costs | $ 262 | ||||||||
Coatings and Measurement | |||||||||
Segment Reporting Information | |||||||||
Proceeds from business dispositions | 5,344 | ||||||||
Rail Products | |||||||||
Segment Reporting Information | |||||||||
Proceeds from business dispositions | $ 2,362 | ||||||||
Gain (loss) on asset divestiture | $ (1,009) | $ (2,065) | $ (1,009) |
Business Segments - Reconciliat
Business Segments - Reconciliation of Revenue from Segments to Consolidated (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Reporting Information | ||||
Net Sales | $ 140,796 | $ 148,034 | $ 265,116 | $ 263,522 |
Segment Operating Income | 4,504 | 6,349 | 6,787 | 6,852 |
Operating Segments | ||||
Segment Reporting Information | ||||
Net Sales | 140,796 | 148,034 | 265,116 | 263,522 |
Segment Operating Income | 9,049 | 9,379 | 14,434 | 11,411 |
Rail, Technologies, and Services | ||||
Segment Reporting Information | ||||
Net Sales | 85,594 | 91,616 | 168,217 | 156,000 |
Rail, Technologies, and Services | Operating Segments | ||||
Segment Reporting Information | ||||
Net Sales | 85,594 | 91,616 | 168,217 | 156,000 |
Segment Operating Income | 5,431 | 6,627 | 12,209 | 9,015 |
Infrastructure Solutions | ||||
Segment Reporting Information | ||||
Net Sales | 55,202 | 56,418 | 96,899 | 107,522 |
Infrastructure Solutions | Operating Segments | ||||
Segment Reporting Information | ||||
Net Sales | 55,202 | 56,418 | 96,899 | 107,522 |
Segment Operating Income | $ 3,618 | $ 2,752 | $ 2,225 | $ 2,396 |
Business Segments - Reconcili_2
Business Segments - Reconciliation of Operating Profit (Loss) from Segments to Consolidated (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income from operations: | ||||
Total segment operating income | $ 4,504 | $ 6,349 | $ 6,787 | $ 6,852 |
Interest expense - net | (1,493) | (1,574) | (2,618) | (2,962) |
Other income (expense) - net | 152 | (719) | 3,688 | (2,546) |
Public company costs | (1,621) | (1,217) | (2,840) | (1,873) |
Corporate executive management costs | (1,885) | (1,155) | (3,292) | (1,521) |
Corporate management stock-based compensation | (880) | (604) | (1,479) | (1,148) |
Other | (159) | (54) | (36) | (17) |
Income before income taxes | 3,163 | 4,056 | 7,857 | 1,344 |
Depreciation/Amortization: | ||||
Depreciation/amortization | 3,485 | 3,859 | 7,076 | 7,729 |
Expenditures for Long-Lived Assets: | ||||
Expenditures for long-lived assets | 2,054 | 796 | 4,346 | 1,495 |
Operating Segments | ||||
Income from operations: | ||||
Total segment operating income | 9,049 | 9,379 | 14,434 | 11,411 |
Depreciation/Amortization: | ||||
Depreciation/amortization | 3,018 | 3,412 | 6,151 | 6,841 |
Expenditures for Long-Lived Assets: | ||||
Expenditures for long-lived assets | 1,480 | 708 | 3,629 | 1,066 |
Unallocated corporate assets | ||||
Depreciation/Amortization: | ||||
Depreciation/amortization | 467 | 447 | 925 | 888 |
Expenditures for Long-Lived Assets: | ||||
Expenditures for long-lived assets | $ 574 | $ 88 | $ 717 | $ 429 |
Business Segments - Reconcili_3
Business Segments - Reconciliation of Assets from Segment to Consolidated (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Segment Reporting Information | ||
Assets | $ 333,261 | $ 313,206 |
Operating Segments | Rail, Technologies, and Services | ||
Segment Reporting Information | ||
Assets | 174,486 | 157,023 |
Operating Segments | Infrastructure Solutions | ||
Segment Reporting Information | ||
Assets | 129,769 | 130,667 |
Unallocated corporate assets | ||
Segment Reporting Information | ||
Assets | $ 29,006 | $ 25,516 |
Revenue - Sales by Major Produc
Revenue - Sales by Major Product Line (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue | ||||
Total net sales | $ 140,796 | $ 148,034 | $ 265,116 | $ 263,522 |
Rail, Technologies, and Services | ||||
Disaggregation of Revenue | ||||
Total net sales | 85,594 | 91,616 | 168,217 | 156,000 |
Precast Concrete Products | ||||
Disaggregation of Revenue | ||||
Total net sales | 33,950 | 33,865 | 55,041 | 58,153 |
Steel Products | ||||
Disaggregation of Revenue | ||||
Total net sales | 21,252 | 22,553 | 41,858 | 49,369 |
Infrastructure Solutions | ||||
Disaggregation of Revenue | ||||
Total net sales | 55,202 | 56,418 | 96,899 | 107,522 |
Rail Products | Rail, Technologies, and Services | ||||
Disaggregation of Revenue | ||||
Total net sales | 56,323 | 64,246 | 109,361 | 104,475 |
Global Friction Management | Rail, Technologies, and Services | ||||
Disaggregation of Revenue | ||||
Total net sales | 17,438 | 17,680 | 31,459 | 33,499 |
Technology Services and Solutions | Rail, Technologies, and Services | ||||
Disaggregation of Revenue | ||||
Total net sales | $ 11,833 | $ 9,690 | $ 27,397 | $ 18,026 |
Revenue - Timing of Transfer (D
Revenue - Timing of Transfer (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue | ||||
Total net sales | $ 140,796 | $ 148,034 | $ 265,116 | $ 263,522 |
Point in time | ||||
Disaggregation of Revenue | ||||
Total net sales | 105,050 | 110,870 | 200,246 | 193,832 |
Over time | ||||
Disaggregation of Revenue | ||||
Total net sales | 35,746 | 37,164 | 64,870 | 69,690 |
Rail, Technologies, and Services | ||||
Disaggregation of Revenue | ||||
Total net sales | 85,594 | 91,616 | 168,217 | 156,000 |
Rail, Technologies, and Services | Point in time | ||||
Disaggregation of Revenue | ||||
Total net sales | 69,923 | 75,923 | 135,462 | 129,757 |
Rail, Technologies, and Services | Over time | ||||
Disaggregation of Revenue | ||||
Total net sales | 15,671 | 15,693 | 32,755 | 26,243 |
Infrastructure Solutions | ||||
Disaggregation of Revenue | ||||
Total net sales | 55,202 | 56,418 | 96,899 | 107,522 |
Infrastructure Solutions | Point in time | ||||
Disaggregation of Revenue | ||||
Total net sales | 35,127 | 34,947 | 64,784 | 64,075 |
Infrastructure Solutions | Over time | ||||
Disaggregation of Revenue | ||||
Total net sales | $ 20,075 | $ 21,471 | $ 32,115 | $ 43,447 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | ||||
Reduction in sales due to changes in estimates | $ 1,477 | $ 1,035 | $ 1,477 | $ 1,428 |
Revenue - Over Time Sales (Deta
Revenue - Over Time Sales (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue | ||||
Over time sales, amount | $ 35,746 | $ 37,164 | $ 64,870 | $ 69,690 |
Over time sales, percentage | 25.40% | 25.10% | 24.50% | 26.40% |
Over time input method | ||||
Disaggregation of Revenue | ||||
Over time sales, amount | $ 15,864 | $ 15,724 | $ 29,007 | $ 31,935 |
Over time sales, percentage | 11.30% | 10.60% | 10.90% | 12.10% |
Over time output method | ||||
Disaggregation of Revenue | ||||
Over time sales, amount | $ 19,882 | $ 21,440 | $ 35,863 | $ 37,755 |
Over time sales, percentage | 14.10% | 14.50% | 13.50% | 14.30% |
Revenue - Contract with Custome
Revenue - Contract with Customer (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Contract With Customer Asset After Allowance For Credit Loss Current [Roll Forward] | |
Balance as of December 31, 2023 | $ 29,489 |
Net additions to contract assets | 6,223 |
Transfers from contract asset balance to accounts receivable | (15,150) |
Balance as of June 30, 2024 | 20,562 |
Contract With Customer Liability [Roll Forward] | |
Balance as of December 31, 2023 | 2,189 |
Revenue recognized from contract liabilities | (1,023) |
Increase in billings in excess of cost, excluding revenue recognized | 388 |
Other adjustments | (55) |
Balance as of June 30, 2024 | $ 1,499 |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligation (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Revenue from Contract with Customer [Abstract] | |
Revenue remaining performance obligation | $ 249,805 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Revenue remaining performance obligation (percentage) | 10.20% |
Revenue, remaining performance obligation, expected timing of satisfaction, period |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Schedule of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Goodwill | |
Goodwill, beginning balance | $ 32,587 |
Foreign currency translation impact | (123) |
Goodwill, ending balance | 32,019 |
Cougar purchase accounting adjustment | |
Goodwill | |
Cougar purchase accounting adjustment | (445) |
Rail, Technologies, and Services | |
Goodwill | |
Goodwill, beginning balance | 20,466 |
Foreign currency translation impact | (123) |
Goodwill, ending balance | 20,343 |
Rail, Technologies, and Services | Cougar purchase accounting adjustment | |
Goodwill | |
Cougar purchase accounting adjustment | 0 |
Infrastructure Solutions | |
Goodwill | |
Goodwill, beginning balance | 12,121 |
Foreign currency translation impact | 0 |
Goodwill, ending balance | 11,676 |
Precast Concrete Products | Cougar purchase accounting adjustment | |
Goodwill | |
Cougar purchase accounting adjustment | $ (445) |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Narrative (Details) - Customer relationships $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Finite-Lived Intangible Assets | |
Purchase accounting adjustments | $ 429 |
Weighted Average | |
Finite-Lived Intangible Assets | |
Acquired finite-lived intangible assets, weighted average amortization period | 5 years |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Schedule of Intangible Asset (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets | ||
Gross Carrying Value | $ 69,338 | $ 69,021 |
Accumulated Amortization | (52,260) | (50,011) |
Net Carrying Amount | 17,078 | 19,010 |
Patents | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Value | 324 | 335 |
Accumulated Amortization | (204) | (199) |
Net Carrying Amount | 120 | 136 |
Customer relationships | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Value | 28,070 | 27,712 |
Accumulated Amortization | (18,620) | (17,236) |
Net Carrying Amount | 9,450 | 10,476 |
Trademarks and trade names | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Value | 7,981 | 7,989 |
Accumulated Amortization | (4,918) | (4,593) |
Net Carrying Amount | 3,063 | 3,396 |
Technology | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Value | 32,636 | 32,658 |
Accumulated Amortization | (28,414) | (27,906) |
Net Carrying Amount | 4,222 | 4,752 |
Favorable lease | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Value | 327 | 327 |
Accumulated Amortization | (104) | (77) |
Net Carrying Amount | $ 223 | $ 250 |
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 | 15 years | 16 years |
Weighted Average | Trademarks and trade names | ||
Finite-Lived Intangible Assets | ||
Weighted Average Amortization Period In Years | 14 years | 16 years |
Weighted Average | Technology | ||
Finite-Lived Intangible Assets | ||
Weighted Average Amortization Period In Years | 9 years | 9 years |
Weighted Average | Favorable lease | ||
Finite-Lived Intangible Assets | ||
Weighted Average Amortization Period In Years | 6 years | 6 years |
Accounts Receivable - Narrative
Accounts Receivable - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||
Reserve for uncollectible accounts, expense | $ 529 | |||
Selling, General and Administrative Expenses | ||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||
Reserve for uncollectible accounts, expense | $ 134 | $ 256 | $ 529 | $ 411 |
Accounts Receivable - Allowance
Accounts Receivable - Allowance for Credit Losses (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Allowance for Doubtful Accounts | |
Allowance for doubtful accounts, beginning balance | $ 809 |
Current period provision | 529 |
Write-off against allowance | (36) |
Allowance for doubtful accounts, ending balance | $ 1,302 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 51,360 | $ 44,903 |
Work-in-process | 2,896 | 4,675 |
Raw materials | 25,830 | 23,918 |
Inventories - net | $ 80,085 | $ 73,496 |
Long-Term Debt and Related Ma_3
Long-Term Debt and Related Matters - Schedule of Long-term Debt Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
Revolving credit facility | $ 86,615 | $ 55,060 |
Finance leases and financing agreements | 558 | 213 |
Total | 87,173 | 55,273 |
Less current maturities | (167) | (102) |
Long-term portion | $ 87,006 | $ 55,171 |
Long-Term Debt and Related Ma_4
Long-Term Debt and Related Matters - Narrative (Details) | Aug. 13, 2021 USD ($) | Jun. 30, 2024 USD ($) covenant | Dec. 31, 2023 USD ($) |
Line of Credit Facility | |||
Line of credit facility, amount outstanding | $ 86,615,000 | $ 55,060,000 | |
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 fixed charge 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 | |||
Number of financial covenants | covenant | 2 | ||
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 | Revolving credit facility | |||
Line of Credit Facility | |||
Line of credit facility, amount outstanding | $ 2,084,000 | ||
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 | 25,000,000 | ||
Line of credit facility, 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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Numerator for basic and diluted earnings per common share: | ||||
Net income attributable to L.B. Foster Company | $ 2,847 | $ 3,531 | $ 7,283 | $ 1,379 |
Denominator: | ||||
Weighted average shares outstanding (in shares) | 10,793 | 10,807 | 10,777 | 10,800 |
Denominator for basic earnings per common share (in shares) | 10,793 | 10,807 | 10,777 | 10,800 |
Effect of dilutive securities: | ||||
Stock compensation plans (in shares) | 267 | 71 | 285 | 66 |
Dilutive potential common shares (in shares) | 267 | 71 | 285 | 66 |
Denominator for diluted earnings per common share - adjusted weighted average shares outstanding (in shares) | 11,060 | 10,878 | 11,062 | 10,866 |
Basic earnings per common share (in USD per share) | $ 0.26 | $ 0.32 | $ 0.68 | $ 0.12 |
Diluted earnings per common share (in USD per share) | $ 0.26 | $ 0.32 | $ 0.66 | $ 0.12 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 346 | $ 563 | $ 635 | $ 22 |
Income before income taxes | $ 3,163 | $ 4,056 | $ 7,857 | $ 1,344 |
Effective income tax rate (as a percent) | 10.90% | 13.90% | 8.10% | 1.60% |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Stock-based compensation | $ 1,314,000 | $ 945,000 | $ 2,347,000 | $ 1,829,000 |
Expected cost on shares expected to vest | $ 7,478,000 | $ 7,478,000 | ||
Recognition period for compensation expense not yet recognized | 2 years 7 months 6 days | |||
Omnibus Plan and Equity and Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Stock-based compensation | $ 0 | $ 0 | ||
Shares granted in period (in shares) | 0 | 0 | ||
Director | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Vesting period | 1 year | |||
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Vesting period | 3 years | |||
Performance-Based Stock and Share Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Vesting period | 3 years |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock and Performance Share Units (Details) | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Weighted Average Grant Date Fair Value | |
Outstanding, beginning balance (in USD per share) | $ / shares | $ 14.10 |
Granted (in USD per share) | $ / shares | 24.69 |
Vested (in USD per share) | $ / shares | 14.01 |
Adjustment for incentive awards expected to vest (in USD per share) | $ / shares | 11.63 |
Cancelled and forfeited (in USD per share) | $ / shares | 11.62 |
Outstanding, ending balance (in USD per share) | $ / shares | $ 16.77 |
Restricted Stock | |
Restricted Stock, Deferred Stock Units and Performance-Based Stock and Share Units | |
Outstanding, beginning balance (in shares) | 264,970 |
Granted (in shares) | 90,807 |
Vested (in shares) | (148,808) |
Adjustment for incentive awards expected to vest (in shares) | 0 |
Cancelled and forfeited (in shares) | (1,000) |
Outstanding, ending balance (in shares) | 205,969 |
Deferred Stock Units | |
Restricted Stock, Deferred Stock Units and Performance-Based Stock and Share Units | |
Outstanding, beginning balance (in shares) | 12,404 |
Granted (in shares) | 0 |
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) | 12,404 |
Performance-Based Stock and Share Units | |
Restricted Stock, Deferred Stock Units and Performance-Based Stock and Share Units | |
Outstanding, beginning balance (in shares) | 560,338 |
Granted (in shares) | 86,772 |
Vested (in shares) | (29,778) |
Adjustment for incentive awards expected to vest (in shares) | 110 |
Cancelled and forfeited (in shares) | (437) |
Outstanding, ending balance (in shares) | 617,005 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Aug. 31, 2022 | Aug. 12, 2022 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions | |||||||
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other current assets | Other current assets | Other current assets | ||||
Swap | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | |||||||
Derivative, notional amount | $ 20,000 | ||||||
Interest income | $ 340 | $ 295 | $ 677 | $ 540 | |||
Swap 2 | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | |||||||
Derivative, notional amount | $ 20,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Interest rate swaps | $ 1,146 | $ 1,225 |
Total assets | 1,146 | 1,225 |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Interest rate swaps | 0 | 0 |
Total assets | 0 | 0 |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Interest rate swaps | 1,146 | 1,225 |
Total assets | 1,146 | 1,225 |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Interest rate swaps | 0 | 0 |
Total assets | $ 0 | $ 0 |
Retirement Plans - Narrative (D
Retirement Plans - Narrative (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) plan | |
Defined Benefit Plan Disclosure | |
Defined contribution plan number | plan | 5 |
United States | |
Defined Benefit Plan Disclosure | |
Number of retirement plans | plan | 3 |
Number of defined benefit plans | plan | 1 |
Defined contribution plan number | plan | 2 |
Defined benefit plan, contributions by employer | $ | $ 200 |
Defined benefit plan, expected future employer contributions, current fiscal year | $ | 370 |
United States | Minimum | |
Defined Benefit Plan Disclosure | |
Cash payments expected to effectuate the termination of the plan | $ | 2,000 |
United States | Maximum | |
Defined Benefit Plan Disclosure | |
Cash payments expected to effectuate the termination of the plan | $ | $ 3,000 |
Canada | |
Defined Benefit Plan Disclosure | |
Defined contribution plan number | plan | 1 |
United Kingdom | |
Defined Benefit Plan Disclosure | |
Defined contribution plan number | plan | 2 |
Defined benefit plan, contributions by employer | $ | $ 156 |
Defined benefit plan, expected future employer contributions, current fiscal year | $ | $ 316 |
Retirement Plans - Schedule of
Retirement Plans - Schedule of Net Benefit Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
United States | ||||
Defined Benefit Plan Disclosure | ||||
Interest cost | $ 66 | $ 71 | $ 132 | $ 143 |
Expected return on plan assets | (68) | (64) | (136) | (128) |
Recognized net actuarial loss | 15 | 16 | 30 | 31 |
Net periodic pension income | 13 | 23 | 26 | 46 |
United Kingdom | ||||
Defined Benefit Plan Disclosure | ||||
Interest cost | 56 | 56 | 112 | 112 |
Expected return on plan assets | (93) | (84) | (186) | (168) |
Amortization of prior service costs and transition amount | 6 | 6 | 12 | 12 |
Recognized net actuarial loss | 8 | 3 | 16 | 6 |
Net periodic pension income | $ (23) | $ (19) | $ (46) | $ (38) |
Retirement Plans - Schedule o_2
Retirement Plans - Schedule of Costs of Retirement Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Defined Contribution Plan Disclosure | ||||
Expenses associated with contributions made | $ 1,041 | $ 1,140 | $ 1,946 | $ 2,077 |
United States | ||||
Defined Contribution Plan Disclosure | ||||
Expenses associated with contributions made | 720 | 793 | 1,271 | 1,407 |
Canada | ||||
Defined Contribution Plan Disclosure | ||||
Expenses associated with contributions made | 34 | 32 | 110 | 94 |
United Kingdom | ||||
Defined Contribution Plan Disclosure | ||||
Expenses associated with contributions made | $ 287 | $ 315 | $ 565 | $ 576 |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Details) $ in Thousands | 6 Months Ended | |||||
Mar. 13, 2019 USD ($) | Jun. 30, 2024 USD ($) party | Dec. 31, 2023 USD ($) | Sep. 30, 2021 USD ($) | Mar. 26, 2020 party | Jun. 05, 2017 company | |
Product Liability Contingency | ||||||
Litigation settlement amount warded to other party | $ 6,000 | |||||
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 | party | 100 | |||||
Number of parties required to perform remedial design work | party | 2 | |||||
Environmental loss contingency statement of financial position extensible enumeration not disclosed flag | financial condition | |||||
Accrual for environmental loss | $ 2,398 | $ 2,417 | ||||
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 | |||||
Purchase commitment | $ 48,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | 18 Months Ended | ||||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2026 | Dec. 31, 2025 | Jun. 30, 2024 | Aug. 06, 2024 | Aug. 05, 2024 | Jul. 31, 2024 | |
Subsequent Event | ||||||||||
Authorized repurchase amount | $ 15,000 | $ 15,000 | $ 15,000 | |||||||
Stock repurchased under the plan | 1,322 | $ 662 | 1,707 | $ 662 | 4,021 | |||||
Share repurchase program, remaining authorized, amount | $ 10,979 | $ 10,979 | $ 10,979 | |||||||
Subsequent Event | ||||||||||
Subsequent Event | ||||||||||
Authorized repurchase amount, annual limitation | $ 5,000 | |||||||||
Authorized repurchase amount | $ 15,000 | |||||||||
Expected severance and outplacement service charges | $ 1,500 | |||||||||
Subsequent Event | Forecast | ||||||||||
Subsequent Event | ||||||||||
Annual run rate savings | $ 2,000 | $ 4,500 |