Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 01, 2013 | |
Document and Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Entity Registrant Name | 'FOSTER L B CO | ' |
Entity Central Index Key | '0000352825 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 10,327,689 |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Trading Symbol | 'fstr | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
ASSETS | ' | ' |
Cash and cash equivalents | $95,997 | $101,464 |
Accounts receivable - net | 88,430 | 59,673 |
Inventories - net | 93,497 | 107,108 |
Current deferred tax assets | 4,585 | 4,585 |
Prepaid income tax | 5,547 | 1,195 |
Other current assets | 3,439 | 1,903 |
Current assets of discontinued operations | 167 | 464 |
Total Current Assets | 291,662 | 276,392 |
Property, plant and equipment, net | 42,672 | 42,333 |
Goodwill | 41,237 | 41,237 |
Other intangibles - net | 38,145 | 40,165 |
Investments | 4,666 | 4,332 |
Other assets | 1,536 | 1,663 |
Total Assets | 419,918 | 406,122 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ' | ' |
Accounts payable - trade | 56,874 | 50,454 |
Deferred revenue | 3,981 | 7,447 |
Accrued payroll and employee benefits | 7,014 | 9,604 |
Accrued warranty | 7,761 | 15,727 |
Current maturities of long-term debt | 29 | 35 |
Other accured liabilities | 10,642 | 8,596 |
Liabilities of discontinued operations | 26 | 106 |
Total Current Liabilities | 86,327 | 91,969 |
Long-term debt | 19 | 27 |
Deferred tax liabilities | 11,584 | 12,140 |
Other long-term liabilities | 13,448 | 14,411 |
STOCKHOLDERS' EQUITY: | ' | ' |
Common stock, par value $.01, authorized 20,000,000 shares; shares issued at September 30, 2013 and December 31, 2012, 11,115,779; shares outstanding at September 30, 2013 and December 31, 2012, 10,185,309 and 10,149,398 | 111 | 111 |
Paid-in capital | 47,107 | 46,290 |
Retained earnings | 291,395 | 270,311 |
Treasury stock - at cost, common stock, 930,470 shares at September 30, 2013 and 966,381 shares at December 31, 2012 | -24,825 | -25,468 |
Accumulated other comprehensive loss | -5,248 | -3,669 |
Total stockholders' equity | 308,540 | 287,575 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $419,918 | $406,122 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Consolidated Balance Sheets | ' | ' |
Common Stock, Par or Stated Value Per Share | $0.01 | $0.01 |
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Common stock, issued shares | 11,115,779 | 11,115,779 |
Common Stock, Shares, Outstanding | 10,185,309 | 10,149,398 |
Treasury stock shares - at cost, Common Stock | 930,470 | 966,381 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Consolidated Statements of Operations | ' | ' | ' | ' |
Net sales | $162,248 | $170,346 | $441,505 | $447,817 |
Cost of goods sold | 130,943 | 139,634 | 356,177 | 383,117 |
Gross profit | 31,305 | 30,712 | 85,328 | 64,700 |
Selling and administrative expenses | 17,547 | 16,581 | 52,628 | 50,142 |
Amortization expense | 701 | 703 | 2,102 | 2,097 |
Interest expense | 118 | 141 | 376 | 405 |
Interest income | -149 | -126 | -494 | -319 |
Equity in income of nonconsolidated investment | -296 | -310 | -892 | -643 |
Other (income) expense | -638 | 612 | -953 | 4 |
Total Operating Expenses | 17,283 | 17,601 | 52,767 | 51,686 |
Income (loss) from continuing operations before income taxes | 14,022 | 13,111 | 32,561 | 13,014 |
Income tax expense (benefit) | 4,229 | 4,647 | 10,560 | 4,892 |
Income (loss) from continuing operations | 9,793 | 8,464 | 22,001 | 8,122 |
Discontinued operations: | ' | ' | ' | ' |
Income (loss) from discontinued operations before income taxes | ' | -343 | 23 | 3,805 |
Income tax (benefit) expense | ' | -104 | 9 | 2,403 |
Income (loss) from discontinued operations | ' | -239 | 14 | 1,402 |
Net income (loss) | $9,793 | $8,225 | $22,015 | $9,524 |
Basic earnings (loss) per common share: | ' | ' | ' | ' |
From continuing operations | $0.96 | $0.83 | $2.16 | $0.80 |
From discontinued operations | ' | ($0.02) | $0 | $0.14 |
Basic earnings (loss) per common share | $0.96 | $0.81 | $2.16 | $0.94 |
Diluted earnings (loss) per common share: | ' | ' | ' | ' |
From continuing operations | $0.95 | $0.83 | $2.15 | $0.80 |
From discontinued operations | ' | ($0.02) | $0 | $0.14 |
Diluted earnings (loss) per common share | $0.95 | $0.81 | $2.15 | $0.93 |
Dividends paid per common share | $0.03 | $0.03 | $0.09 | $0.08 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Consolidated Statements of Comprehensive Income | ' | ' | ' | ' |
Net income (loss) | $9,793 | $8,225 | $22,015 | $9,524 |
Other comprehensive income (loss): | ' | ' | ' | ' |
Foreign currency translation adjustment | 1,480 | 861 | -1,790 | 1,731 |
Unrealized derivative loss on cash flow hedges (net of tax expense of $-,$18 and $-,$18) | ' | -29 | ' | -29 |
Reclassification of pension liability adjustments to earnings (net of tax expense: $36, $33 and $72, $67) | 72 | 66 | 211 | 197 |
Other comprehensive (loss) income, net of tax: | 1,552 | 956 | -1,579 | 1,957 |
Comprehensive income (loss) | $11,345 | $9,181 | $20,436 | $11,481 |
Consolidated_Statements_of_Com1
Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Consolidated Statements of Comprehensive Income | ' | ' | ' | ' |
Unrealized derivative loss on cash flow hedges, tax | ' | $18 | ' | $18 |
Reclassification of pension liability adjustments to earnings, tax | $36 | $34 | $109 | $101 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Income (loss) from continuing operations | $22,001 | $8,122 |
Adjustments to reconcile income from continuing operations to net cash provided by operating activities: | ' | ' |
Deferred income taxes | -661 | -8,797 |
Depreciation and amortization | 7,098 | 9,575 |
Equity in income of nonconsolidated investment | -892 | -643 |
(Gain) loss on sales and disposals of property, plant and equipment | 48 | 314 |
Deferred gain amortization on sale-leaseback | ' | -456 |
Share-based compensation | 1,528 | 1,312 |
Excess tax benefit from share-based compensation | -192 | -121 |
Change in operating assets and liabilities: | ' | ' |
Accounts receivable | -28,931 | -19,061 |
Inventories | 13,392 | -1,044 |
Other current assets | -1,676 | -1,232 |
Prepaid income tax | -3,418 | 5,697 |
Other noncurrent assets | 209 | 99 |
Dividend from L B Pipe & Coupling Products, LLC | 558 | ' |
Accounts payable - trade | 6,298 | 9,163 |
Deferred revenue | -3,454 | 3,050 |
Accrued payroll and employee benefits | -2,544 | -1,436 |
Other current liabilities | -6,231 | 21,200 |
Other liabilities | -666 | -463 |
Net cash (used) provided by continuing operating activities | 2,467 | 25,279 |
Net cash provided (used) by discontinued operations | 257 | -599 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' |
Proceeds from the sale of property, plant and equipment | ' | 17 |
Capital expenditures on property, plant and equipment | -5,648 | -6,342 |
Net cash used by continuing investing activities | -5,648 | -6,325 |
Net cash used by discontinued operations | ' | 10,548 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Repayments of other long-term debt | -14 | -2,040 |
Proceeds from exercise of stock options and stock awards | 35 | 73 |
Treasury stock acquisitions | -633 | -653 |
Cash dividends on common stock paid to shareholders | -931 | -772 |
Excess tax benefit from share-based compensation | 192 | 121 |
Net cash used by continuing financing activities | -1,351 | -3,271 |
Effect of exchange rate changes on cash and cash equivalents | -1,192 | 1,299 |
Net (decrease) increase in cash and cash equivalents | -5,467 | 26,931 |
Cash and cash equivalents at beginning of period | 101,464 | 73,727 |
Cash and cash equivalents at end of period | 95,997 | 100,658 |
Supplemental Disclosure of Cash Flow Information: | ' | ' |
Interest paid | 257 | 301 |
Income taxes paid | $14,747 | $10,696 |
Financial_Statements
Financial Statements | 9 Months Ended |
Sep. 30, 2013 | |
Financial Statements [Abstract] | ' |
FINANCIAL STATEMENTS | ' |
1. FINANCIAL STATEMENTS | |
(Dollars in thousands, except share data unless otherwise noted) | |
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all estimates and adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. However, actual results could differ from those estimates. The results of operations for interim periods are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. Amounts included in the balance sheet as of December 31, 2012 were derived from our audited balance sheet. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2012. In this Quarterly Report on Form 10-Q, references to “we,” “us,” “our,” “L.B. Foster,” and the “Company” refer collectively to L.B. Foster Company and its consolidated subsidiaries. | |
During 2012, the Company sold substantially all of the assets and liabilities of its railway securement business, Shipping Systems Division (SSD), and its Precise Structural Products business, Precise. Certain amounts included in the prior year period Condensed Consolidated Financial Statements have been reclassified for comparative purposes to conform with the presentation of discontinued operations and other historical changes in the current year period. | |
Recently_Adopted_and_Issued_Ac
Recently Adopted and Issued Accounting Standards | 9 Months Ended |
Sep. 30, 2013 | |
Recently Adopted and Issued Accounting Standards | ' |
RECENTLY ADOPTED AND ISSUED ACCOUNTING STANDARDS | ' |
2. RECENTLY ADOPTED AND ISSUED ACCOUNTING STANDARDS | |
On January 1, 2013, the Company adopted changes issued by the Financial Accounting Standards Board (FASB) to the testing of indefinite-lived intangible assets for impairment. These changes provide an entity the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (more than 50%) that the fair value of an indefinite-lived intangible asset is less than its carrying amount. Such qualitative factors may include the following: macroeconomic conditions; industry and market considerations; cost factors; overall financial performance; and other relevant entity-specific events. If an entity elects to perform a qualitative assessment and determines that an impairment is more likely than not, the entity is then required to perform the existing two-step quantitative impairment test, otherwise no further analysis is required. An entity also may elect not to perform the qualitative assessment and, instead, proceed directly to the two-step quantitative impairment test. Notwithstanding the adoption of these changes, management plans to proceed directly to the two-step quantitative test for the Company’s indefinite-lived intangible assets. The adoption of these changes had no impact on the Company’s Condensed Consolidated Financial Statements. | |
On January 1, 2013, the Company adopted changes issued by the FASB to the reporting of amounts reclassified out of accumulated other comprehensive income. These changes require an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required to be reclassified in its entirety to net income. For other amounts that are not required to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures that provide additional detail about those amounts. These requirements are to be applied to each component of accumulated other comprehensive income. The adoption of these changes is displayed in the Company’s Condensed Consolidated Statements of Comprehensive Income. | |
In March 2013, the FASB issued changes to a parent entity’s accounting for the cumulative translation adjustment upon derecognition of certain subsidiaries or groups of assets within a foreign entity or of an investment in a foreign entity. A parent entity is required to release any related cumulative foreign currency translation adjustment from accumulated other comprehensive income into net income in the following circumstances: (i) a parent entity ceases to have a controlling financial interest in a subsidiary or group of assets that is a business within a foreign entity if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided; (ii) a partial sale of an equity method investment that is a foreign entity; (iii) a partial sale of an equity method investment that is not a foreign entity whereby the partial sale represents a complete or substantially complete liquidation of the foreign entity that held the equity method investment; and (iv) the sale of an investment in a foreign entity. These changes become effective for the Company on January 1, 2014. Management has determined that the adoption of these changes will not have an impact on the Company’s Condensed Consolidated Financial Statements, unless the Company disposes of one of its foreign entities. | |
Business_Segments
Business Segments | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Business Segments [Abstract] | ' | ||||||||
BUSINESS SEGMENTS | ' | ||||||||
3. BUSINESS SEGMENTS | |||||||||
The Company is a leading manufacturer, fabricator, and distributor of products and services for rail, construction, energy and utility markets. The Company is organized and evaluated by product group, which is the basis for identifying reportable segments. Each segment represents a revenue-producing component of the Company for which separate financial information is produced internally and is subject to evaluation by the Company’s chief operating decision maker in deciding how to allocate resources. Each segment is evaluated based upon their contribution to the Company’s consolidated results based upon segment profit. Segment profit represents pre-tax income excluding certain corporate items, cost of capital charges and LIFO as reconciled below. | |||||||||
The following table illustrates revenues and profits from continuing operations of the Company by segment for the periods indicated: | |||||||||
Three Months Ended | Nine Months Ended | ||||||||
30-Sep-13 | 30-Sep-13 | ||||||||
Net | Segment | Net | Segment | ||||||
Sales | Profit | Sales | Profit | ||||||
Rail products | $ | 105,552 | $ | 9,713 | $ | 277,843 | $ | 21,749 | |
Construction products | 49,320 | 2,855 | 129,828 | 5,373 | |||||
Tubular products | 7,376 | 985 | 33,834 | 8,139 | |||||
Total | $ | 162,248 | $ | 13,553 | $ | 441,505 | $ | 35,261 | |
Three Months Ended | Nine Months Ended | ||||||||
30-Sep-12 | 30-Sep-12 | ||||||||
Net | Segment | Net | Segment | ||||||
Sales | Profit | Sales | Profit | ||||||
Rail products | $ | 110,993 | $ | 7,904 | $ | 278,993 | $ | 1,743 | |
Construction products | 45,948 | 3,083 | 132,173 | 6,062 | |||||
Tubular products | 13,405 | 3,783 | 36,651 | 9,501 | |||||
Total | $ | 170,346 | $ | 14,770 | $ | 447,817 | $ | 17,306 | |
Segment profits from continuing operations, as shown above, include internal cost of capital charges for assets used in the segment at a rate of, generally, 1% per month. There has been no change in the measurement of segment profit from continuing operations from December 31, 2012. Internal cost of capital charges are eliminated during the consolidation process. | |||||||||
The following table provides a reconciliation of reportable segment net profit from continuing operations to the Company’s consolidated total: | |||||||||
Three Months Ended | Nine Months Ended | ||||||||
September 30, | September 30, | ||||||||
2013 | 2012 | 2013 | 2012 | ||||||
Income for reportable segments | $ | 13,553 | $ | 14,770 | $ | 35,261 | $ | 17,306 | |
Interest expense | -118 | -141 | -376 | -405 | |||||
Interest income | 149 | 126 | 494 | 319 | |||||
Other income (expense) | 638 | -612 | 953 | -4 | |||||
LIFO income | 553 | 432 | 299 | 333 | |||||
Equity in income of nonconsolidated investment | 296 | 310 | 892 | 643 | |||||
Corporate expense, cost of capital elimination | |||||||||
and other unallocated charges | -1,049 | -1,774 | -4,962 | -5,178 | |||||
Income from continuing operations before income taxes | $ | 14,022 | $ | 13,111 | $ | 32,561 | $ | 13,014 | |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Goodwill and Other Intangible Assets [Abstract] | ' | |||||||
GOODWILL AND OTHER INTANGIBLE ASSETS | ' | |||||||
4. GOODWILL AND OTHER INTANGIBLE ASSETS | ||||||||
The carrying amount of goodwill at September 30, 2013 and December 31, 2012 was $41,237, of which $38,026 is attributable to the Company’s Rail Products segment and $3,211 is attributable to the Construction Products segment. | ||||||||
The Company performs goodwill impairment tests at least annually 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 as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. No goodwill impairment test was required in connection with these evaluations for the nine months ended September 30, 2013. In 2012, the Company performed its annual evaluation of the carrying value of its goodwill during the fourth quarter of 2012. No goodwill impairment charge was required in connection with this evaluation in 2012. | ||||||||
As of September 30, 2013 and December 31, 2012, identified intangible assets of $2,305 are attributable to the Company’s Construction Products segment. As of September 30, 2013 and December 31, 2012, $44,588 and $44,506 are attributable to the Company’s Rail Products segment, respectively. The components of the Company’s intangible assets are as follows: | ||||||||
30-Sep-13 | ||||||||
Weighted Average | Gross | Net | ||||||
Amortization Period | Carrying | Accumulated | Carrying | |||||
In Years | Value | Amortization | Amount | |||||
Non-compete agreements | 5 | $ | 380 | $ | -372 | $ | 8 | |
Patents | 10 | 897 | -462 | 435 | ||||
Customer relationships | 23 | 19,960 | -3,303 | 16,657 | ||||
Supplier relationships | 5 | 350 | -196 | 154 | ||||
Trademarks | 17 | 6,280 | -1,202 | 5,078 | ||||
Technology | 18 | 19,026 | -3,213 | 15,813 | ||||
$ | 46,893 | $ | -8,748 | $ | 38,145 | |||
31-Dec-12 | ||||||||
Weighted Average | Gross | Net | ||||||
Amortization Period | Carrying | Accumulated | Carrying | |||||
In Years | Value | Amortization | Amount | |||||
Non-compete agreements | 5 | $ | 380 | $ | -367 | $ | 13 | |
Patents | 10 | 815 | -412 | 403 | ||||
Customer relationships | 23 | 19,960 | -2,488 | 17,472 | ||||
Supplier relationships | 5 | 350 | -143 | 207 | ||||
Trademarks | 17 | 6,280 | -879 | 5,401 | ||||
Technology | 18 | 19,026 | -2,357 | 16,669 | ||||
$ | 46,811 | $ | -6,646 | $ | 40,165 | |||
Intangible assets are amortized over their useful lives ranging from 5 to 25 years, with a total weighted average amortization period of approximately 20 years. Amortization expense from continuing operations for the three-month periods ended September 30, 2013 and 2012 were $701 and $703, respectively. Amortization expense from continuing operations for the nine-month periods ended September 30, 2013 and 2012 was $2,102 and $2,097, respectively. | ||||||||
Estimated amortization expense from continuing operations for the remainder of 2013 and the years 2014 and thereafter is as follows: | ||||||||
Amortization Expense | ||||||||
2013 | $ | 700 | ||||||
2014 | 2,789 | |||||||
2015 | 2,514 | |||||||
2016 | 2,420 | |||||||
2017 | 2,353 | |||||||
2018 and thereafter | 27,369 | |||||||
$ | 38,145 | |||||||
Accounts_Receivable
Accounts Receivable | 9 Months Ended |
Sep. 30, 2013 | |
Accounts Receivable [Abstract] | ' |
ACCOUNTS RECEIVABLE | ' |
5. ACCOUNTS RECEIVABLE | |
Credit is extended based upon an evaluation of the customer’s financial condition and while collateral is not required, the Company often receives surety bonds that guarantee payment. Credit terms are consistent with industry standards and practices. Trade accounts receivable from continuing operations at September 30, 2013 and December 31, 2012 have been reduced by an allowance for doubtful accounts of $941 and $899, respectively. | |
Inventories
Inventories | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Inventories [Abstract] | ' | ||||
INVENTORIES | ' | ||||
6. INVENTORIES | |||||
Inventories of continuing operations of the Company at September 30, 2013 and December 31, 2012 are summarized in the following table: | |||||
September 30, | December 31, | ||||
2013 | 2012 | ||||
Finished goods | $ | 67,018 | $ | 78,715 | |
Work-in-process | 13,127 | 17,693 | |||
Raw materials | 22,117 | 19,764 | |||
Total inventories at current costs | 102,262 | 116,172 | |||
Less: LIFO reserve | -8,765 | -9,064 | |||
$ | 93,497 | $ | 107,108 | ||
Inventories of the Company’s continuing operations are generally valued at the lower of last-in, first-out (LIFO) cost or market. Other inventories of the Company are valued at average cost or market, whichever is lower. An actual valuation of inventory under the LIFO method is made at the end of each year based on the inventory levels and costs at that time. Interim LIFO calculations are based on management’s estimates of expected year-end levels and costs. | |||||
Investments
Investments | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Investments [Abstract] | ' | ||||
INVESTMENTS | ' | ||||
7. INVESTMENTS | |||||
The Company is a member of a joint venture, L B Pipe & Coupling Products, LLC (the JV) with L B Industries, Inc. and James Legg until June 30, 2019. The Company and L B Industries, Inc. each have a 45% ownership interest in the JV. The JV manufactures, markets and sells various precision coupling products for the energy, utility and construction markets. Under the terms of the JV agreement, as amended, the Company was required to make capital contributions totaling approximately $3,000. The Company fulfilled these commitments during 2011. The other JV members are required to make proportionate contributions in accordance with their ownership percentages in the JV. | |||||
Under applicable guidance for variable interest entities in ASC 810, “Consolidation,” the Company determined that the JV is a variable interest entity. The Company concluded that it is not the primary beneficiary of the variable interest entity, as the Company does not have a controlling financial interest and does not have the power to direct the activities that most significantly impact the economic performance of the JV. Accordingly, the Company concluded that the equity method of accounting remains appropriate. | |||||
As of September 30, 2013 and December 31, 2012, the Company had a nonconsolidated equity method investment of $4,666 and $4,332, respectively. | |||||
The Company recorded equity in the income of the JV of approximately $296 and $310 for the three months ended September 30, 2013 and 2012, respectively. For the nine months ended September 30, 2013 and 2012, the Company recorded equity in the income of the JV of approximately $892 and $643, respectively. | |||||
During the three and nine months ended September 30, 2013, each of the JV members received a proportional distribution of equity from the JV. The Company’s 45% ownership interest resulted in a cash distribution of $90 and $558 for the three and nine months ended September 30, 2013, respectively. There were no changes to the members’ ownership interests as a result of the distribution. | |||||
The Company’s exposure to loss results from its capital contributions, net of the Company’s share of the JV’s income or loss, and its net investment in the direct financing lease related to the facility used by the JV for its operations. The carrying amounts of these items have a maximum exposure to loss at September 30, 2013 and December 31, 2012, respectively, as follows: | |||||
September 30, | December 31, | ||||
2013 | 2012 | ||||
Equity method investment | $ | 4,666 | $ | 4,332 | |
Net investment in direct financing lease | 1,250 | 1,327 | |||
$ | 5,916 | $ | 5,659 | ||
The Company is leasing five acres of land and two facilities to the JV over a period of 9.5 years, with a 5.5 year renewal period. In November 2012, the Company executed the first amendment to its lease with the JV. The amendment included the addition of a second facility built by the Company that was leased to the JV. The current monthly lease payments, including interest, approximate $17, with a balloon payment of approximately $488, which is required to be paid either at the termination of the lease, allocated over the renewal period or during the initial term of the lease. This lease qualifies as a direct financing lease under the applicable guidance in ASC 840-30, “Leases.” The Company maintained a net investment in this direct financing lease of approximately $1,250 and $1,327 at September 30, 2013 and December 31, 2012, respectively. | |||||
The following is a schedule of the direct financing minimum lease payments for the remainder of 2013 and the years 2014 and thereafter: | |||||
Minimum Lease Payments | |||||
2013 | $ | 29 | |||
2014 | 114 | ||||
2015 | 122 | ||||
2016 | 131 | ||||
2017 | 140 | ||||
2018 and thereafter | 714 | ||||
$ | 1,250 | ||||
Deferred_Revenue
Deferred Revenue | 9 Months Ended |
Sep. 30, 2013 | |
Deferred Revenue [Abstract] | ' |
DEFERRED REVENUE | ' |
8. DEFERRED REVENUE | |
Deferred revenue of $3,981 and $7,447 as of September 30, 2013 and December 31, 2012, respectively, consists of customer payments received or contracts for which collectability is reasonably assured however all of the revenue recognition criteria have not yet been met. The Company has significantly fulfilled its obligations under the contracts, but due to the Company’s continuing involvement with the material, revenue is precluded from being recognized until title passes to the customer. | |
Borrowings
Borrowings | 9 Months Ended |
Sep. 30, 2013 | |
Borrowings [Abstract] | ' |
BORROWINGS | ' |
9. BORROWINGS | |
United States | |
On May 2, 2011, the Company, its domestic subsidiaries, and certain of its Canadian subsidiaries entered into a new $125,000 Revolving Credit Facility Credit Agreement (Credit Agreement) with PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A. and Citizens Bank of Pennsylvania. This Credit Agreement replaced a prior revolving credit facility with a maximum credit line of $90,000 and a $20,000 term loan. The Credit Agreement provides for a five-year, unsecured revolving credit facility that permits borrowing up to $125,000 for the U.S. borrowers and a sublimit of the equivalent of $15,000 U.S. dollars that is available to the Canadian borrowers. Provided no event of default exists, the Credit Agreement contains a provision that provides for an increase in the revolver facility of $50,000 that can be allocated to existing or new lenders if the Company’s borrowing requirements should increase. The Credit Agreement includes a sublimit of $20,000 for the issuance of trade and standby letters of credit. | |
Borrowings under the Credit Agreement will bear interest at rates based upon either the base rate or LIBOR-based rate plus applicable margins. Applicable margins are dictated by the ratio of the Company’s indebtedness, less cash on hand in excess of $15,000, to the Company’s consolidated EBITDA, as defined in the underlying Credit Agreement. The base rate is the highest of (a) PNC Bank’s prime rate, (b) the Federal Funds Rate plus 0.50% or (c) the daily LIBOR rate, as defined in the underlying Credit Agreement, plus 1.00%. The base rate spread ranges from 0.00% to 1.00%. LIBOR-based rates are determined by dividing the published LIBOR rate by a number equal to 1.00 minus the percentage prescribed by the Federal Reserve for determining the maximum reserve requirements with respect to any Eurocurrency funding by banks on such day. The LIBOR-based rate spread ranges from 1.00% to 2.00%. | |
The Credit Agreement includes two financial covenants: (a) the Leverage Ratio, defined as the Company’s Indebtedness, less cash on hand in excess of $15,000, divided by the Company’s consolidated EBITDA, which must not exceed 3.00 to 1.00 and (b) Minimum Interest Coverage, defined as consolidated EBITDA less Capital Expenditures divided by consolidated interest expense, which must be no less than 3.00 to 1.00. | |
The Credit Agreement permits the Company to pay dividends and distributions and make redemptions with respect to its stock provided no event of default or potential default (as defined in the Credit Agreement) has occurred prior to or after giving effect to the dividend, distribution, or redemption. Dividends, distributions, and redemptions are capped at $15,000 per year when funds are drawn on the facility. If no drawings on the facility exist, dividends, distributions, and redemptions in excess of $15,000 per year are subjected to a limitation of $75,000 in the aggregate. The $75,000 aggregate limitation also includes certain loans, investments, and acquisitions. The Company is permitted to acquire the stock or assets of other entities with limited restrictions, provided that the Leverage Ratio does not exceed 2.50 to 1.00 after giving effect to the acquisition. | |
Other restrictions exist at all times including, but not limited to, limitation of the Company’s sale of assets, other indebtedness incurred by either the borrowers or the non-borrower subsidiaries of the Company, guaranties, and liens. | |
On July 9, 2012, the Company amended the Credit Agreement to increase the limit applicable to the Company’s sale of assets from $10,000 to $25,000. | |
As of September 30, 2013, the Company was in compliance with the Credit Agreement’s covenants. | |
The Company had no outstanding borrowings under the revolving credit facility at September 30, 2013 or December 31, 2012 and had available borrowing capacity of $124,186 at September 30, 2013. | |
Letters of Credit | |
At September 30, 2013, the Company had outstanding letters of credit of approximately $814. | |
United Kingdom | |
A subsidiary of the Company has a working capital facility with NatWest Bank for its United Kingdom operations which includes an overdraft availability of £1,500 pounds sterling (approximately $2,428 at September 30, 2013). This credit facility supports the subsidiary’s working capital requirements and is collateralized by substantially all of the assets of its United Kingdom operations. The interest rate on this facility is the financial institution’s base rate plus 1.50%. Outstanding performance bonds reduce availability under this credit facility. The subsidiary of the Company had no outstanding borrowings under this credit facility as of September 30, 2013. There was approximately $186 in outstanding guarantees (as defined in the underlying agreement) at September 30, 2013. This credit facility was renewed during the three month period ended September 30, 2013 with no significant changes to the underlying terms or conditions in the facility. The facility will expire on July 31, 2014, however it is the Company’s intention to renew this credit facility with NatWest Bank during the annual review of the credit facility. | |
The United Kingdom loan agreements contain certain financial covenants that require that subsidiary to maintain senior interest and cash flow coverage ratios. The subsidiary was in compliance with these financial covenants as of September 30, 2013. The subsidiary had available borrowing capacity of $2,242 at September 30, 2013. | |
Discontinued_Operations
Discontinued Operations | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Discontinued Operations [Abstract] | ' | ||||||||||
DISCONTINUED OPERATIONS | ' | ||||||||||
10. DISCONTINUED OPERATIONS | |||||||||||
On June 4, 2012, the Company sold substantially all of the assets and liabilities of its railway securement business, SSD, for $8,579, resulting in a pre-tax gain of $3,508. As a result of the sale, the Company divested $2,588 in goodwill attributed to the Rail Products segment in connection with the sale of its railway securement business. The goodwill balance was not deductible for income tax purposes. Intangible assets with net carrying value of $170 were also included with this sale. | |||||||||||
On August 30, 2012, the Company sold substantially all of the assets and liabilities of its precise structural products business (Precise), for $2,643. | |||||||||||
The operations of these divisions qualify as a “component of an entity” under FASB ASC 205-20, “Presentation of Financial Statements – Discontinued Operations” and thus, the operations have been reclassified as discontinued and prior periods have been reclassified to conform to this presentation. Future expenses of discontinued operations are not expected to be material. | |||||||||||
Net sales and income, including the prior year pre-tax gain of $3,508, from discontinued operations were as follows: | |||||||||||
Three Months Ended | Nine Months Ended | ||||||||||
September 30, | September 30, | ||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||
Net sales | $ | - | $ | 1,159 | $ | 73 | $ | 8,701 | |||
Income from discontinued operations | $ | - | $ | -343 | $ | 23 | $ | 3,805 | |||
Income tax expense | - | -104 | 9 | 2,403 | |||||||
Income from discontinued operations | $ | - | $ | -239 | $ | 14 | $ | 1,402 | |||
The income tax rates for discontinued operations in the prior year were significantly impacted by $2,588 of goodwill allocated to discontinued operations which was not deductible for income tax purposes. | |||||||||||
The Company maintained current assets from discontinued operations of $167 and $464 as of September 30, 2013 and December 31, 2012, respectively. Current liabilities related to discontinued operations were $26 and $106 as of September 30, 2013 and December 31, 2012, respectively. | |||||||||||
Earnings_Per_Common_Share
Earnings Per Common Share | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Earnings Per Common Share [Abstract] | ' | ||||||||
EARNINGS PER COMMON SHARE | ' | ||||||||
11. EARNINGS PER COMMON SHARE | |||||||||
(Average share data in thousands) | |||||||||
The following table sets forth the computation of basic and diluted earnings per common share: | |||||||||
Three Months Ended | Nine Months Ended | ||||||||
September 30, | September 30, | ||||||||
2013 | 2012 | 2013 | 2012 | ||||||
Numerator for basic and diluted earnings per common share - | |||||||||
Income (loss) available to common stockholders: | |||||||||
Income from continuing operations | $ | 9,793 | $ | 8,464 | $ | 22,001 | $ | 8,122 | |
Income (loss) from discontinued operations | - | -239 | 14 | 1,402 | |||||
Net income | $ | 9,793 | $ | 8,225 | $ | 22,015 | $ | 9,524 | |
Denominator: | |||||||||
Weighted average shares | 10,182 | 10,141 | 10,171 | 10,117 | |||||
Denominator for basic earnings per common share | 10,182 | 10,141 | 10,171 | 10,117 | |||||
Effect of dilutive securities: | |||||||||
Employee stock options | 11 | 15 | 11 | 16 | |||||
Other stock compensation plans | 88 | 50 | 73 | 78 | |||||
Dilutive potential common shares | 99 | 65 | 84 | 94 | |||||
Denominator for diluted earnings per common share - | |||||||||
adjusted weighted average shares and assumed conversions | 10,281 | 10,206 | 10,255 | 10,211 | |||||
Basic earnings (loss) per common share: | |||||||||
Continuing operations | $ | 0.96 | $ | 0.83 | $ | 2.16 | $ | 0.80 | |
Discontinued operations | - | -0.02 | 0.00 | 0.14 | |||||
Basic earnings per common share | $ | 0.96 | $ | 0.81 | $ | 2.16 | $ | 0.94 | |
Diluted earnings (loss) per common share: | |||||||||
Continuing operations | $ | 0.95 | $ | 0.83 | $ | 2.15 | $ | 0.80 | |
Discontinued operations | - | -0.02 | 0.00 | 0.14 | |||||
Diluted earnings per common share | $ | 0.95 | $ | 0.81 | $ | 2.15 | $ | 0.93 | |
Dividends paid per common share | $ | 0.030 | $ | 0.025 | $ | 0.090 | $ | 0.075 | |
In February 2013, the Company’s Board of Directors authorized an increase to the regular quarterly dividend to $0.03 per common share. | |||||||||
StockBased_Compensation
Stock-Based Compensation | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Stock-based Compensation [Abstract] | ' | ||||||||
STOCK-BASED COMPENSATION | ' | ||||||||
12. STOCK-BASED COMPENSATION | |||||||||
The Company applies the provisions of FASB ASC 718, “Compensation – Stock Compensation,” to account for the Company’s share-based compensation. Share-based compensation cost is measured at the grant date based on the calculated fair value of the award and is recognized over the employees’ requisite service period. The Company recorded stock compensation expense of $437 and $477 for the three-month period ended September 30, 2013 and 2012, respectively, related to restricted stock awards and performance unit awards. Stock compensation expense of $1,528 and $1,312 was recorded for the nine-month periods ended September 30, 2013 and 2012, respectively. | |||||||||
Shares issued as a result of vested stock-based compensation generally will be from previously issued shares which have been reacquired by the Company and held as Treasury shares or authorized but previously unissued common stock. | |||||||||
The excess tax benefit realized for the tax deduction from stock-based compensation approximated $192 and $121 for the nine months ended September 30, 2013 and 2012, respectively. This excess tax benefit is included in cash flows from financing activities in the Condensed Consolidated Statements of Cash Flows. | |||||||||
Stock Option Awards | |||||||||
A summary of the option activity as of September 30, 2013 is presented below. | |||||||||
Weighted | Aggregate | ||||||||
Weighted | Average | Intrinsic | |||||||
Average | Remaining | Value | |||||||
Exercise | Contractual | (Dollars in | |||||||
Shares | Price | Term | thousands) | ||||||
Outstanding and Exercisable at January 1, 2013 | 22,500 | $ | 10.41 | 2.2 | |||||
Granted | - | - | - | ||||||
Canceled | - | - | - | ||||||
Exercised | -3,750 | 9.30 | - | ||||||
Outstanding and Exercisable at September 30, 2013 | 18,750 | $ | 10.64 | 1.5 | $ | 658 | |||
At September 30, 2013, common stock options outstanding and exercisable under the Company’s equity plans had option prices ranging from $7.81 to $14.77, with a weighted average exercise price of $10.64. At September 30, 2012, common stock options outstanding and exercisable under the Company’s equity plans had option prices ranging from $4.10 to $14.77, with a weighted average exercise price of $9.94 per share. | |||||||||
The total intrinsic value of stock options outstanding and exercisable at September 30, 2012 was $638. | |||||||||
The weighted average remaining contractual life of the stock options outstanding at September 30, 2013 and 2012 was 1.5 and 2.4 years, respectively. | |||||||||
There were 3,750 stock options exercised during the three-month period ended September 30, 2013 with an average exercise price of $9.30. There were 10,000 stock options exercised with a weighted average exercise price per share of $6.02 exercised during the three-month period ended September 30, 2012. The total intrinsic value of stock options exercised for the three-month periods ended September 30, 2013 and 2012 were $79 and $225, respectively. | |||||||||
There were 3,750 stock options exercised during the nine-month period ended September 30, 2013 with a weighted average exercise price of $9.30. There were 11,450 stock options, with a weighted average exercise price per share of $6.44, exercised during the nine-month period ended September 30, 2012. The total intrinsic value of stock options exercised during the nine-month periods ended September 30, 2013 and 2012 were $79 and $255, respectively. | |||||||||
Restricted Stock Awards | |||||||||
For the nine-month periods ended September 30, 2013 and 2012, the Company granted 12,973 and 92,347 shares, respectively, of restricted stock to employees. A summary of restricted stock award activity follows: | |||||||||
Aggregate Grant | |||||||||
Grant Date | Date Fair Value | ||||||||
Grant Date | Shares | Share Price | (Dollars in Thousands) | ||||||
1-Feb-12 | 66,000 | $ | 30.15 | $ | 1,990 | ||||
6-Mar-12 | 18,347 | 27.49 | 504 | ||||||
23-May-12 | 8,000 | 28.05 | 224 | ||||||
27-Feb-13 | 12,973 | 42.49 | 551 | ||||||
These restricted stock awards, which are subject to forfeiture, time-vest after a four-year holding period, unless indicated otherwise by the underlying restricted stock agreement. Certain awards of restricted stock included in the above table provide for incremental vesting over a period up to the vesting date listed. | |||||||||
Performance Unit Awards | |||||||||
Annually, under separate three-year long-term incentive plans, pursuant to the Omnibus Plan, the Company grants performance units. A summary of performance unit stock award activity follows: | |||||||||
Aggregate Grant | |||||||||
Incentive | Grant Date | Date Fair Value | |||||||
Plan | Grant Date | Units | Share Price | (Dollars in Thousands) | |||||
2011 - 2013 | 15-Mar-11 | 34,002 | $ | 38.46 | $ | 1,308 | |||
2012 - 2014 | 6-Mar-12 | 43,042 | 27.49 | 1,183 | |||||
2013 - 2015 | 27-Feb-13 | 31,418 | 42.49 | 1,335 | |||||
Performance units are subject to forfeiture, time-vest over a three year period and will be converted into common stock of the Company based upon the Company’s performance relative to performance measures and conversion multiples as defined in the underlying Omnibus plan. The aggregate fair value in the above table is based upon achieving 100% of the performance targets as defined in the underlying Omnibus plan. During the second quarter of 2012, the Company reversed $1,157 of incentive compensation expense caused by the impact of a $19,000 product warranty charge on plan performance conditions, as the vesting of the performance units was determined to be improbable at that time. | |||||||||
Retirement_Plans
Retirement Plans | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Retirement Plans [Abstract] | ' | ||||||||
RETIREMENT PLANS | ' | ||||||||
13. RETIREMENT PLANS | |||||||||
Retirement Plans | |||||||||
The Company has five retirement plans which cover its hourly and salaried employees in the United States: three defined benefit plans (one active / two frozen) and two defined contribution plans. Employees are eligible to participate in the appropriate plan based on employment classification. The Company's funding to the defined benefit and defined contribution plans are governed by the Employee Retirement Income Security Act of 1974 (ERISA), applicable plan policy and investment guidelines. The Company’s policy is to contribute at least the minimum in accordance with the funding standards of ERISA. | |||||||||
The Company’s subsidiary, L.B. Foster Rail Technologies, Inc. (Rail Technologies), maintains two defined contribution plans for its employees in Canada, as well as a post-retirement benefit plan. In the United Kingdom, Rail Technologies maintains both a defined contribution plan and a defined benefit plan. These plans are discussed in further detail below. | |||||||||
United States Defined Benefit Plans | |||||||||
Net periodic pension costs for the United States defined benefit pension plans for the three and nine-month periods ended September 30, 2013 and 2012 are as follows: | |||||||||
Three Months Ended | Nine Months Ended | ||||||||
September 30, | September 30, | ||||||||
2013 | 2012 | 2013 | 2012 | ||||||
Service cost | $ | 8 | $ | 8 | $ | 25 | $ | 24 | |
Interest cost | 177 | 187 | 530 | 561 | |||||
Expected return on plan assets | -214 | -203 | -642 | -607 | |||||
Recognized net actuarial loss | 53 | 49 | 159 | 146 | |||||
Net periodic benefit cost | $ | 24 | $ | 41 | $ | 72 | $ | 124 | |
The Company expects to contribute approximately $555 to its United States defined benefit plans in 2013. For the nine months ended September 30, 2013, the Company contributed approximately $332. | |||||||||
United Kingdom Defined Benefit Plan | |||||||||
Net periodic pension costs for the United Kingdom defined benefit pension plan for the three and nine-month periods ended September 30, 2013 and 2012 are as follows: | |||||||||
Three Months Ended | Nine Months Ended | ||||||||
September 30, | September 30, | ||||||||
2013 | 2012 | 2013 | 2012 | ||||||
Interest cost | $ | 85 | $ | 89 | $ | 255 | $ | 252 | |
Expected return on plan assets | -73 | -76 | -219 | -215 | |||||
Amortization of transition amount | -12 | -12 | -36 | -36 | |||||
Recognized net actuarial loss | 57 | 58 | 171 | 165 | |||||
Net periodic cost | $ | 57 | $ | 59 | $ | 171 | $ | 166 | |
United Kingdom regulations require trustees to adopt a prudent approach to funding required contributions to defined benefit pension plans. Employer contributions of $264 are anticipated to be made to the United Kingdom L.B. Foster Rail Technologies, Inc. pension plan during 2013. For the nine months ended September 30, 2013, the Company contributed approximately $191 to the plan. | |||||||||
Defined Contribution Plans | |||||||||
The Company has a domestic defined contribution plan that covers all non-union hourly and all salaried employees (Salaried Plan). The Salaried Plan permits both pre-tax and after-tax employee contributions. Participants can contribute, subject to statutory limitations, between 1% and 75% of eligible pre-tax pay and between 1% and 100% of eligible after-tax pay. The Company's employer match is 100% of the first 1% of deferred eligible compensation and up to 50% of the next 6%, based on years of service, of deferred eligible compensation, for a total maximum potential match of 4%. The Company may also make discretionary contributions to the Salaried Plan. | |||||||||
The Company also has a domestic defined contribution plan for union hourly employees with contributions made by both the participants and the Company based on various formulas (Union Plan). | |||||||||
Rail Technologies, maintains a defined contribution plan covering all non-union employees at its Montreal, Quebec, Canada location (Montreal Plan). Under the terms of the Montreal Plan, the employer may contribute 4% of each employee’s compensation as a non-elective contribution and may also contribute 30% of the first 6% of each employee’s compensation contributed to the Montreal Plan. | |||||||||
The subsidiary also maintains a defined contribution plan covering substantially all employees at its United Kingdom locations (U.K. Plan). Benefits under the U.K. Plan are provided under no formal written agreement. Under the terms of the defined contribution U.K. Plan, the employer may make non-elective contributions of between 3% and 10% of each employee’s compensation. | |||||||||
Finally, Rail Technologies maintains a defined contribution plan covering substantially all of the employees of L.B. Foster Rail Technologies, Corp. in Burnaby, British Columbia, Canada, a wholly-owned subsidiary of the Company (Burnaby Plan). Under the terms of the Burnaby Plan, the employer may contribute 4% of each employee’s compensation as a non-elective contribution and may also contribute 30% of the first 6% of each employee’s compensation contributed to the Burnaby Plan. | |||||||||
The following table summarizes the expense associated with the contributions made to these plans. | |||||||||
Three Months Ended | Nine Months Ended | ||||||||
September 30, | September 30, | ||||||||
2013 | 2012 | 2013 | 2012 | ||||||
Salaried Plan | $ | 478 | $ | 599 | $ | 1,422 | $ | 1,674 | |
Union Plan | 18 | 23 | 53 | 59 | |||||
Montreal Plan | 28 | 30 | 88 | 89 | |||||
U.K. Plan | 27 | 29 | 95 | 84 | |||||
Burnaby Plan | 34 | 34 | 111 | 111 | |||||
$ | 585 | $ | 715 | $ | 1,769 | $ | 2,017 | ||
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Fair Value Measurements [Abstract] | ' | ||||||||
FAIR VALUE MEASUREMENTS | ' | ||||||||
14. 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 Company has an established process for determining fair value for its financial assets and liabilities, principally cash and cash equivalents and foreign currency exchange contracts. Fair value is based on quoted market prices, where available. If quoted market prices are not available, fair value is based on assumptions that use as inputs market-based parameters. The following sections describe the valuation methodologies used by the Company to measure different financial instruments at fair value, including an indication of the level in the fair value hierarchy in which each instrument is generally classified. Where appropriate the description includes details of the key inputs to the valuations and any significant assumptions. | |||||||||
Cash equivalents. Included within “Cash and cash equivalents” are highly liquid investments in money market funds with various underlying securities all of which maintain AAA credit ratings. Also included within cash equivalents are our highly liquid investments in non-domestic bank term deposits. The Company uses quoted market prices to determine the fair value of these investments and they are classified in Level 1 of the fair value hierarchy. The carrying amounts approximate fair value because of the short maturity of the instruments. | |||||||||
The following assets and liabilities of the Company were measured at fair value on a recurring basis subject to the disclosure requirements of ASC Topic 820 at September 30, 2013 and December 31, 2012: | |||||||||
Fair Value Measurements at | |||||||||
Reporting Date Using | |||||||||
Quoted Prices in | Significant | ||||||||
Active Markets | Other | Significant | |||||||
for Identical | Observable | Unobservable | |||||||
September 30, | Assets | Inputs | Inputs | ||||||
2013 | (Level 1) | (Level 2) | (Level 3) | ||||||
Assets | |||||||||
Domestic money market funds | $ | 50,902 | $ | 50,902 | $ | - | $ | - | |
Non domestic bank term deposits | 31,943 | 31,943 | - | - | |||||
Cash equivalents at fair value | 82,845 | 82,845 | - | - | |||||
Total Assets | $ | 82,845 | $ | 82,845 | $ | - | $ | - | |
Fair Value Measurements at | |||||||||
Reporting Date Using | |||||||||
Quoted Prices in | Significant | ||||||||
Active Markets | Other | Significant | |||||||
for Identical | Observable | Unobservable | |||||||
December 31, | Assets | Inputs | Inputs | ||||||
2012 | (Level 1) | (Level 2) | (Level 3) | ||||||
Assets | |||||||||
Domestic money market funds | $ | 58,620 | $ | 58,620 | $ | - | $ | - | |
Non domestic bank term deposits | 26,045 | 26,045 | - | - | |||||
Cash equivalents at fair value | 84,665 | 84,665 | - | - | |||||
Total Assets | $ | 84,665 | $ | 84,665 | $ | - | $ | - | |
Commitments_and_Contingent_Lia
Commitments and Contingent Liabilities | 9 Months Ended | ||
Sep. 30, 2013 | |||
Commitments and Contingent Liabilities [Abstract] | ' | ||
COMMITMENTS AND CONTINGENT LIABILITIES | ' | ||
15. 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. This product warranty accrual is periodically adjusted based on the identification or resolution of known individual product warranty claims. The following table sets forth the Company’s continuing operations product warranty accrual: | |||
Warranty Liability | |||
Balance at December 31, 2012 | $ | 15,727 | |
Additions to warranty liability | 1,136 | ||
Warranty liability utilized | -9,102 | ||
Balance at September 30, 2013 | $ | 7,761 | |
Included within the above table are concrete tie warranty reserves of approximately $6,940 and $14,837 as of September 30, 2013 and December 31, 2012, respectively. | |||
The Company continues to work with the Union Pacific Railroad (UPRR) to identify and replace defective ties related to the warranty claim asserted under CXT Incorporated’s (CXT) 2005 supply contract. The Company believes the UPRR will complete the physical replacement of ties pursuant to the 2013 replacement program during the fourth quarter of 2013. During the nine months ended September 30, 2013 there were no changes to the Company’s estimate of the number of defective concrete ties that will ultimately require replacement. Replaced ties have been deducted from the Company’s warranty liability. The Company will continue to assess the adequacy of its reserve as information from the UPRR replacement activity becomes available. | |||
While the Company believes this is a reasonable estimate of the potential warranty claims, these estimates could change due to the emergence of new information and/or future events. There can be no assurance at this point that future potential costs pertaining to these claims or other potential future claims will not have a material impact on the Company’s results of operations. | |||
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. In the opinion of management, compliance with the present environmental protection laws will not have a material adverse effect on the financial condition, results of operations, cash flows, competitive position or capital expenditures of the Company. | |||
The Company is also subject to legal proceedings and claims that arise in the ordinary course of its business. In the opinion of management, the amount of ultimate liability with respect to these actions will not materially affect the financial condition or liquidity of the Company. The resolution, in any reporting period, of one or more of these matters could have a material effect on the Company’s results of operations for that period. | |||
As of September 30, 2013 and December 31, 2012, the Company maintained environmental and litigation reserves approximating $2,092 and $2,141, respectively. | |||
On January 11, 2012, CXT received a subpoena from the United States Department of Transportation Inspector General (IG) requesting records related to its manufacture of concrete railroad ties in Grand Island, NE. CXT and the Company have been cooperating fully with the IG. | |||
Derivative_Financial_Instrumen
Derivative Financial Instruments and Hedging Activities | 9 Months Ended |
Sep. 30, 2013 | |
Derivative Financial Instruments and Hedging Activities [Abstract] | ' |
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES | ' |
16. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES | |
The Company does not purchase or hold any derivative financial instruments for trading purposes. | |
At contract inception, the Company designates its derivative instruments as hedges. The Company recognizes all derivative instruments on the balance sheet at fair value. Fluctuations in the fair values of derivative instruments designated as cash flow hedges are recorded in accumulated other comprehensive (loss) income and reclassified into earnings within other income as the underlying hedged items affect earnings. To the extent that a change in the derivative does not perfectly offset the change in value of the risk being hedged, the ineffective portion is recognized in earnings immediately. | |
The Company is subject to exposures to changes in foreign currency exchange rates. The Company may manage its exposure to changes in foreign currency exchange rates on firm sale and purchase commitments by entering into foreign currency forward contracts. The Company’s risk management objective is to reduce its exposure to the effects of changes in exchange rates on these transactions over the duration of the transactions. | |
The Company did not engage in any foreign currency hedging transactions during the nine-month period ended September 30, 2013. During the third quarter of 2012, the Company executed derivative contracts with notional amounts totaling approximately $3,186 to sell Canadian funds based on the anticipated receipt of Canadian funds from the sale of certain rail products in the third quarter of 2012. The receipt of Canadian funds did not occur in line with the terms of the initial derivative contract and the Company entered into another commitment to buy Canadian funds with notional amounts totaling approximately $3,388. During the third quarter of 2012, the Company settled these contracts for a recognized loss of approximately $204. The loss is included within “other (income) expense” in the Condensed Consolidated Statement of Operations. | |
During the third quarter of 2012, the Company entered into a new commitment with notional amounts totaling approximately $3,280 to sell Canadian funds based on the anticipated receipt of Canadian funds from the sale of certain rail products in the fourth quarter of 2012. The fair value of this instrument was a liability of $47 as of September 30, 2012 and was recorded in “Other accrued liabilities” in the Condensed Consolidated Balance Sheet. | |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
Income Taxes [Abstract] | ' |
INCOME TAXES | ' |
17. INCOME TAXES | |
The Company’s effective income tax rate from continuing operations for the quarter and nine months ended September 30, 2013 was 30.2% and 32.4%, respectively and 35.4% and 37.6% for the quarter and nine months ended September 30, 2012, respectively. The Company’s effective income tax rate for the quarter and nine months ended September 30, 2013 differed from the federal statutory rate of 35% primarily due to the recognition of $618 in previously unrecognized state tax benefits. | |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
18. SUBSEQUENT EVENTS | |
Management evaluated all activity of the Company and concluded that no subsequent events have occurred that would require recognition in the Condensed Consolidated Financial Statements or disclosure in the Notes to the Condensed Consolidated Financial Statements. | |
Financial_Statements_Policy
Financial Statements (Policy) | 9 Months Ended |
Sep. 30, 2013 | |
Financial Statements [Abstract] | ' |
Basis of Accounting, Policy [Policy Text Block] | ' |
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all estimates and adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. However, actual results could differ from those estimates. The results of operations for interim periods are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. Amounts included in the balance sheet as of December 31, 2012 were derived from our audited balance sheet. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2012. In this Quarterly Report on Form 10-Q, references to “we,” “us,” “our,” “L.B. Foster,” and the “Company” refer collectively to L.B. Foster Company and its consolidated subsidiaries. | |
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Policy) | 9 Months Ended |
Sep. 30, 2013 | |
Goodwill and Other Intangible Assets [Abstract] | ' |
Goodwill and Intangible Assets, Policy [Policy Text Block] | ' |
The Company performs goodwill impairment tests at least annually 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 as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. | |
Inventories_Policies
Inventories (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Inventories [Abstract] | ' |
Inventory, Policy [Policy Text Block] | ' |
Inventories of the Company’s continuing operations are generally valued at the lower of last-in, first-out (LIFO) cost or market. Other inventories of the Company are valued at average cost or market, whichever is lower. An actual valuation of inventory under the LIFO method is made at the end of each year based on the inventory levels and costs at that time. Interim LIFO calculations are based on management’s estimates of expected year-end levels and costs. | |
Deferred_Revenue_Policy
Deferred Revenue (Policy) | 9 Months Ended |
Sep. 30, 2013 | |
Deferred Revenue [Abstract] | ' |
Revenue Recognition, Deferred Revenue [Policy Text Block] | ' |
Deferred revenue of $3,981 and $7,447 as of September 30, 2013 and December 31, 2012, respectively, consists of customer payments received or contracts for which collectability is reasonably assured however all of the revenue recognition criteria have not yet been met. The Company has significantly fulfilled its obligations under the contracts, but due to the Company’s continuing involvement with the material, revenue is precluded from being recognized until title passes to the customer | |
StockBased_Compensation_Policy
Stock-Based Compensation (Policy) | 9 Months Ended |
Sep. 30, 2013 | |
Stock-based Compensation [Abstract] | ' |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' |
The Company applies the provisions of FASB ASC 718, “Compensation – Stock Compensation,” to account for the Company’s share-based compensation. Share-based compensation cost is measured at the grant date based on the calculated fair value of the award and is recognized over the employees’ requisite service period. | |
Fair_Value_Measurements_Polici
Fair Value Measurements (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Fair Value Measurements [Abstract] | ' |
Fair Value Measurement, Policy [Policy Text Block] | ' |
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 Company has an established process for determining fair value for its financial assets and liabilities, principally cash and cash equivalents and foreign currency exchange contracts. Fair value is based on quoted market prices, where available. If quoted market prices are not available, fair value is based on assumptions that use as inputs market-based parameters. | |
Cash and Cash Equivalents, Policy [Policy Text Block] | ' |
Cash equivalents. Included within “Cash and cash equivalents” are highly liquid investments in money market funds with various underlying securities all of which maintain AAA credit ratings. Also included within cash equivalents are our highly liquid investments in non-domestic bank term deposits. The Company uses quoted market prices to determine the fair value of these investments and they are classified in Level 1 of the fair value hierarchy. The carrying amounts approximate fair value because of the short maturity of the instruments. | |
Derivative_Financial_Instrumen1
Derivative Financial Instruments and Hedging Activities (Policy) | 9 Months Ended |
Sep. 30, 2013 | |
Derivative Financial Instruments and Hedging Activities [Abstract] | ' |
Derivatives, Methods of Accounting, Hedging Derivatives [Policy Text Block] | ' |
The Company does not purchase or hold any derivative financial instruments for trading purposes. | |
At contract inception, the Company designates its derivative instruments as hedges. The Company recognizes all derivative instruments on the balance sheet at fair value. Fluctuations in the fair values of derivative instruments designated as cash flow hedges are recorded in accumulated other comprehensive (loss) income and reclassified into earnings within other income as the underlying hedged items affect earnings. To the extent that a change in the derivative does not perfectly offset the change in value of the risk being hedged, the ineffective portion is recognized in earnings immediately. | |
Business_Segments_Tables
Business Segments (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Business Segments [Abstract] | ' | ||||||||
Reconciliation of Revenue from Segments to Consolidated [Table Text Block] | ' | ||||||||
Three Months Ended | Nine Months Ended | ||||||||
30-Sep-13 | 30-Sep-13 | ||||||||
Net | Segment | Net | Segment | ||||||
Sales | Profit | Sales | Profit | ||||||
Rail products | $ | 105,552 | $ | 9,713 | $ | 277,843 | $ | 21,749 | |
Construction products | 49,320 | 2,855 | 129,828 | 5,373 | |||||
Tubular products | 7,376 | 985 | 33,834 | 8,139 | |||||
Total | $ | 162,248 | $ | 13,553 | $ | 441,505 | $ | 35,261 | |
Three Months Ended | Nine Months Ended | ||||||||
30-Sep-12 | 30-Sep-12 | ||||||||
Net | Segment | Net | Segment | ||||||
Sales | Profit | Sales | Profit | ||||||
Rail products | $ | 110,993 | $ | 7,904 | $ | 278,993 | $ | 1,743 | |
Construction products | 45,948 | 3,083 | 132,173 | 6,062 | |||||
Tubular products | 13,405 | 3,783 | 36,651 | 9,501 | |||||
Total | $ | 170,346 | $ | 14,770 | $ | 447,817 | $ | 17,306 | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block] | ' | ||||||||
Three Months Ended | Nine Months Ended | ||||||||
September 30, | September 30, | ||||||||
2013 | 2012 | 2013 | 2012 | ||||||
Income for reportable segments | $ | 13,553 | $ | 14,770 | $ | 35,261 | $ | 17,306 | |
Interest expense | -118 | -141 | -376 | -405 | |||||
Interest income | 149 | 126 | 494 | 319 | |||||
Other income (expense) | 638 | -612 | 953 | -4 | |||||
LIFO income | 553 | 432 | 299 | 333 | |||||
Equity in income of nonconsolidated investment | 296 | 310 | 892 | 643 | |||||
Corporate expense, cost of capital elimination | |||||||||
and other unallocated charges | -1,049 | -1,774 | -4,962 | -5,178 | |||||
Income from continuing operations before income taxes | $ | 14,022 | $ | 13,111 | $ | 32,561 | $ | 13,014 | |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Goodwill and Other Intangible Assets [Abstract] | ' | |||||||
Schedule of Intangible Assets [Table Text Block] | ' | |||||||
30-Sep-13 | ||||||||
Weighted Average | Gross | Net | ||||||
Amortization Period | Carrying | Accumulated | Carrying | |||||
In Years | Value | Amortization | Amount | |||||
Non-compete agreements | 5 | $ | 380 | $ | -372 | $ | 8 | |
Patents | 10 | 897 | -462 | 435 | ||||
Customer relationships | 23 | 19,960 | -3,303 | 16,657 | ||||
Supplier relationships | 5 | 350 | -196 | 154 | ||||
Trademarks | 17 | 6,280 | -1,202 | 5,078 | ||||
Technology | 18 | 19,026 | -3,213 | 15,813 | ||||
$ | 46,893 | $ | -8,748 | $ | 38,145 | |||
31-Dec-12 | ||||||||
Weighted Average | Gross | Net | ||||||
Amortization Period | Carrying | Accumulated | Carrying | |||||
In Years | Value | Amortization | Amount | |||||
Non-compete agreements | 5 | $ | 380 | $ | -367 | $ | 13 | |
Patents | 10 | 815 | -412 | 403 | ||||
Customer relationships | 23 | 19,960 | -2,488 | 17,472 | ||||
Supplier relationships | 5 | 350 | -143 | 207 | ||||
Trademarks | 17 | 6,280 | -879 | 5,401 | ||||
Technology | 18 | 19,026 | -2,357 | 16,669 | ||||
$ | 46,811 | $ | -6,646 | $ | 40,165 | |||
Schedule of Expected Amortization Expense [Table Text Block] | ' | |||||||
Amortization Expense | ||||||||
2013 | $ | 700 | ||||||
2014 | 2,789 | |||||||
2015 | 2,514 | |||||||
2016 | 2,420 | |||||||
2017 | 2,353 | |||||||
2018 and thereafter | 27,369 | |||||||
$ | 38,145 | |||||||
Inventories_Tables
Inventories (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Inventories [Abstract] | ' | ||||
Schedule of Inventory Of Continuing Operations [Table Text Block] | ' | ||||
September 30, | December 31, | ||||
2013 | 2012 | ||||
Finished goods | $ | 67,018 | $ | 78,715 | |
Work-in-process | 13,127 | 17,693 | |||
Raw materials | 22,117 | 19,764 | |||
Total inventories at current costs | 102,262 | 116,172 | |||
Less: LIFO reserve | -8,765 | -9,064 | |||
$ | 93,497 | $ | 107,108 | ||
Investments_Tables
Investments (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Investments [Abstract] | ' | ||||
Schedule Of Carrying Amount And Maximum Loss Exposure Of Equity Investments [Table Text Block] | ' | ||||
September 30, | December 31, | ||||
2013 | 2012 | ||||
Equity method investment | $ | 4,666 | $ | 4,332 | |
Net investment in direct financing lease | 1,250 | 1,327 | |||
$ | 5,916 | $ | 5,659 | ||
Schedule of Direct Financing Future Minimum Lease Payments for Capital Leases [Table Text Block] | ' | ||||
Minimum Lease Payments | |||||
2013 | $ | 29 | |||
2014 | 114 | ||||
2015 | 122 | ||||
2016 | 131 | ||||
2017 | 140 | ||||
2018 and thereafter | 714 | ||||
$ | 1,250 | ||||
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Discontinued Operations [Abstract] | ' | ||||||||||
Schedule of net sales and income from discontinued operations | ' | ||||||||||
Three Months Ended | Nine Months Ended | ||||||||||
September 30, | September 30, | ||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||
Net sales | $ | - | $ | 1,159 | $ | 73 | $ | 8,701 | |||
Income from discontinued operations | $ | - | $ | -343 | $ | 23 | $ | 3,805 | |||
Income tax expense | - | -104 | 9 | 2,403 | |||||||
Income from discontinued operations | $ | - | $ | -239 | $ | 14 | $ | 1,402 | |||
Earnings_Per_Common_Share_Tabl
Earnings Per Common Share (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Earnings Per Common Share [Abstract] | ' | ||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | ||||||||
Three Months Ended | Nine Months Ended | ||||||||
September 30, | September 30, | ||||||||
2013 | 2012 | 2013 | 2012 | ||||||
Numerator for basic and diluted earnings per common share - | |||||||||
Income (loss) available to common stockholders: | |||||||||
Income from continuing operations | $ | 9,793 | $ | 8,464 | $ | 22,001 | $ | 8,122 | |
Income (loss) from discontinued operations | - | -239 | 14 | 1,402 | |||||
Net income | $ | 9,793 | $ | 8,225 | $ | 22,015 | $ | 9,524 | |
Denominator: | |||||||||
Weighted average shares | 10,182 | 10,141 | 10,171 | 10,117 | |||||
Denominator for basic earnings per common share | 10,182 | 10,141 | 10,171 | 10,117 | |||||
Effect of dilutive securities: | |||||||||
Employee stock options | 11 | 15 | 11 | 16 | |||||
Other stock compensation plans | 88 | 50 | 73 | 78 | |||||
Dilutive potential common shares | 99 | 65 | 84 | 94 | |||||
Denominator for diluted earnings per common share - | |||||||||
adjusted weighted average shares and assumed conversions | 10,281 | 10,206 | 10,255 | 10,211 | |||||
Basic earnings (loss) per common share: | |||||||||
Continuing operations | $ | 0.96 | $ | 0.83 | $ | 2.16 | $ | 0.80 | |
Discontinued operations | - | -0.02 | 0.00 | 0.14 | |||||
Basic earnings per common share | $ | 0.96 | $ | 0.81 | $ | 2.16 | $ | 0.94 | |
Diluted earnings (loss) per common share: | |||||||||
Continuing operations | $ | 0.95 | $ | 0.83 | $ | 2.15 | $ | 0.80 | |
Discontinued operations | - | -0.02 | 0.00 | 0.14 | |||||
Diluted earnings per common share | $ | 0.95 | $ | 0.81 | $ | 2.15 | $ | 0.93 | |
Dividends paid per common share | $ | 0.030 | $ | 0.025 | $ | 0.090 | $ | 0.075 | |
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Stock-based Compensation [Abstract] | ' | ||||||||
Summary of Stock Option Activity [Table Text Block] | ' | ||||||||
Weighted | Aggregate | ||||||||
Weighted | Average | Intrinsic | |||||||
Average | Remaining | Value | |||||||
Exercise | Contractual | (Dollars in | |||||||
Shares | Price | Term | thousands) | ||||||
Outstanding and Exercisable at January 1, 2013 | 22,500 | $ | 10.41 | 2.2 | |||||
Granted | - | - | - | ||||||
Canceled | - | - | - | ||||||
Exercised | -3,750 | 9.30 | - | ||||||
Outstanding and Exercisable at September 30, 2013 | 18,750 | $ | 10.64 | 1.5 | $ | 658 | |||
Schedule of Restricted Stock Awards [Table Text Block] | ' | ||||||||
Aggregate Grant | |||||||||
Grant Date | Date Fair Value | ||||||||
Grant Date | Shares | Share Price | (Dollars in Thousands) | ||||||
1-Feb-12 | 66,000 | $ | 30.15 | $ | 1,990 | ||||
6-Mar-12 | 18,347 | 27.49 | 504 | ||||||
23-May-12 | 8,000 | 28.05 | 224 | ||||||
27-Feb-13 | 12,973 | 42.49 | 551 | ||||||
Schedule of Performance Unit Awards [Table Text Block] | ' | ||||||||
Aggregate Grant | |||||||||
Incentive | Grant Date | Date Fair Value | |||||||
Plan | Grant Date | Units | Share Price | (Dollars in Thousands) | |||||
2011 - 2013 | 15-Mar-11 | 34,002 | $ | 38.46 | $ | 1,308 | |||
2012 - 2014 | 6-Mar-12 | 43,042 | 27.49 | 1,183 | |||||
2013 - 2015 | 27-Feb-13 | 31,418 | 42.49 | 1,335 | |||||
Retirement_Plans_Tables
Retirement Plans (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Defined Benefit Plan Disclosure [Line Items] | ' | ||||||||
Schedule of Net Benefit Costs [Table Text Block] | ' | ||||||||
Three Months Ended | Nine Months Ended | ||||||||
September 30, | September 30, | ||||||||
2013 | 2012 | 2013 | 2012 | ||||||
Service cost | $ | 8 | $ | 8 | $ | 25 | $ | 24 | |
Interest cost | 177 | 187 | 530 | 561 | |||||
Expected return on plan assets | -214 | -203 | -642 | -607 | |||||
Recognized net actuarial loss | 53 | 49 | 159 | 146 | |||||
Net periodic benefit cost | $ | 24 | $ | 41 | $ | 72 | $ | 124 | |
Defined Contribution Pension [Member] | ' | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ' | ||||||||
Schedule of Costs of Retirement Plans [Table Text Block] | ' | ||||||||
Three Months Ended | Nine Months Ended | ||||||||
September 30, | September 30, | ||||||||
2013 | 2012 | 2013 | 2012 | ||||||
Salaried Plan | $ | 478 | $ | 599 | $ | 1,422 | $ | 1,674 | |
Union Plan | 18 | 23 | 53 | 59 | |||||
Montreal Plan | 28 | 30 | 88 | 89 | |||||
U.K. Plan | 27 | 29 | 95 | 84 | |||||
Burnaby Plan | 34 | 34 | 111 | 111 | |||||
$ | 585 | $ | 715 | $ | 1,769 | $ | 2,017 | ||
United Kingdom Benefit Plans [Member] | ' | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ' | ||||||||
Schedule of Net Benefit Costs [Table Text Block] | ' | ||||||||
Three Months Ended | Nine Months Ended | ||||||||
September 30, | September 30, | ||||||||
2013 | 2012 | 2013 | 2012 | ||||||
Interest cost | $ | 85 | $ | 89 | $ | 255 | $ | 252 | |
Expected return on plan assets | -73 | -76 | -219 | -215 | |||||
Amortization of transition amount | -12 | -12 | -36 | -36 | |||||
Recognized net actuarial loss | 57 | 58 | 171 | 165 | |||||
Net periodic cost | $ | 57 | $ | 59 | $ | 171 | $ | 166 | |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Fair Value Measurements [Abstract] | ' | ||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | ' | ||||||||
Fair Value Measurements at | |||||||||
Reporting Date Using | |||||||||
Quoted Prices in | Significant | ||||||||
Active Markets | Other | Significant | |||||||
for Identical | Observable | Unobservable | |||||||
September 30, | Assets | Inputs | Inputs | ||||||
2013 | (Level 1) | (Level 2) | (Level 3) | ||||||
Assets | |||||||||
Domestic money market funds | $ | 50,902 | $ | 50,902 | $ | - | $ | - | |
Non domestic bank term deposits | 31,943 | 31,943 | - | - | |||||
Cash equivalents at fair value | 82,845 | 82,845 | - | - | |||||
Total Assets | $ | 82,845 | $ | 82,845 | $ | - | $ | - | |
Fair Value Measurements at | |||||||||
Reporting Date Using | |||||||||
Quoted Prices in | Significant | ||||||||
Active Markets | Other | Significant | |||||||
for Identical | Observable | Unobservable | |||||||
December 31, | Assets | Inputs | Inputs | ||||||
2012 | (Level 1) | (Level 2) | (Level 3) | ||||||
Assets | |||||||||
Domestic money market funds | $ | 58,620 | $ | 58,620 | $ | - | $ | - | |
Non domestic bank term deposits | 26,045 | 26,045 | - | - | |||||
Cash equivalents at fair value | 84,665 | 84,665 | - | - | |||||
Total Assets | $ | 84,665 | $ | 84,665 | $ | - | $ | - | |
Commitments_and_Contingent_Lia1
Commitments and Contingent Liabilites (Tables) | 9 Months Ended | ||
Sep. 30, 2013 | |||
Commitments and Contingent Liabilities [Abstract] | ' | ||
Schedule of Product Warranty Liability [Table Text Block] | ' | ||
Warranty Liability | |||
Balance at December 31, 2012 | $ | 15,727 | |
Additions to warranty liability | 1,136 | ||
Warranty liability utilized | -9,102 | ||
Balance at September 30, 2013 | $ | 7,761 | |
Business_Segments_Narrative_De
Business Segments (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2013 | |
Business Segments [Abstract] | ' |
Capital Charges Rate | 1.00% |
Business_Segments_Reconciliati
Business Segments (Reconciliation of Revenue from Segments to Consolidated) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net sales | $162,248 | $170,346 | $441,505 | $447,817 |
Segment Profit | 13,553 | 14,770 | 35,261 | 17,306 |
Rail Products Segment [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net sales | 105,552 | 110,993 | 277,843 | 278,993 |
Segment Profit | 9,713 | 7,904 | 21,749 | 1,743 |
Construction Products Segment [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net sales | 49,320 | 45,948 | 129,828 | 132,173 |
Segment Profit | 2,855 | 3,083 | 5,373 | 6,062 |
Tubular Products Segments [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net sales | 7,376 | 13,405 | 33,834 | 36,651 |
Segment Profit | $985 | $3,783 | $8,139 | $9,501 |
Business_Segments_Reconciliati1
Business Segments (Reconciliation of Operating Profit (Loss) from Segments to Consolidated) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Business Segments [Abstract] | ' | ' | ' | ' |
Income for reportable segments | $13,553 | $14,770 | $35,261 | $17,306 |
Interest expense | -118 | -141 | -376 | -405 |
Interest income | 149 | 126 | 494 | 319 |
Other (expense)/income | 638 | -612 | 953 | -4 |
LIFO income/(expense) | 553 | 432 | 299 | 333 |
Equity in income of nonconsolidated investment | 296 | 310 | 892 | 643 |
Corporate expense, cost of capital elimination and other unallocated charges | -1,049 | -1,774 | -4,962 | -5,178 |
Income (loss) from continuing operations, before income taxes | $14,022 | $13,111 | $32,561 | $13,014 |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Jun. 04, 2012 |
Disposal Group, Including Discontinued Operation, Goodwill | ' | ' | ' | ' | ' | $2,588 |
Disposal Group, Including Discontinued Operation, Intangible Assets, Net | ' | ' | ' | ' | ' | 170 |
Goodwill | 41,237 | ' | 41,237 | ' | 41,237 | ' |
Intangible Assets, Net (Excluding Goodwill) | 38,145 | ' | 38,145 | ' | 40,165 | ' |
Amortization of Intangible Assets | 701 | 703 | 2,102 | 2,097 | ' | ' |
Maximum [Member] | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Asset, Useful Life | ' | ' | '25 years | ' | ' | ' |
Minimum [Member] | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Asset, Useful Life | ' | ' | '5 years | ' | ' | ' |
Rail Products Segment [Member] | ' | ' | ' | ' | ' | ' |
Goodwill | 38,026 | ' | 38,026 | ' | 38,026 | ' |
Intangible Assets, Net (Excluding Goodwill) | 44,588 | ' | 44,588 | ' | 44,506 | ' |
Construction Products Segment [Member] | ' | ' | ' | ' | ' | ' |
Goodwill | 3,211 | ' | 3,211 | ' | 3,211 | ' |
Intangible Assets, Net (Excluding Goodwill) | $2,305 | ' | $2,305 | ' | $2,305 | ' |
Goodwill_and_Other_Intangible_4
Goodwill and Other Intangible Assets (Schedule of Intangible Assets) (Details) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Value | $46,893 | $46,811 |
Accumulated Amortization | -8,748 | -6,646 |
Net Carrying Amount | 38,145 | 40,165 |
Non-compete agreements [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Weighted Average Amortization Period In Years | '5 years | '5 years |
Gross Carrying Value | 380 | 380 |
Accumulated Amortization | -372 | -367 |
Net Carrying Amount | 8 | 13 |
Patents [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Weighted Average Amortization Period In Years | '10 years | '10 years |
Gross Carrying Value | 897 | 815 |
Accumulated Amortization | -462 | -412 |
Net Carrying Amount | 435 | 403 |
Customer relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Weighted Average Amortization Period In Years | '23 years | '23 years |
Gross Carrying Value | 19,960 | 19,960 |
Accumulated Amortization | -3,303 | -2,488 |
Net Carrying Amount | 16,657 | 17,472 |
Supplier relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Weighted Average Amortization Period In Years | '5 years | '5 years |
Gross Carrying Value | 350 | 350 |
Accumulated Amortization | -196 | -143 |
Net Carrying Amount | 154 | 207 |
Trademarks [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Weighted Average Amortization Period In Years | '17 years | '17 years |
Gross Carrying Value | 6,280 | 6,280 |
Accumulated Amortization | -1,202 | -879 |
Net Carrying Amount | 5,078 | 5,401 |
Technology [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Weighted Average Amortization Period In Years | '18 years | '18 years |
Gross Carrying Value | 19,026 | 19,026 |
Accumulated Amortization | -3,213 | -2,357 |
Net Carrying Amount | $15,813 | $16,669 |
Weighted Average [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Weighted Average Amortization Period In Years | '20 years | ' |
Goodwill_and_Other_Intangible_5
Goodwill and Other Intangible Assets (Schedule of Expected Amortization Expense) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Goodwill and Other Intangible Assets [Abstract] | ' | ' |
2013 | $700 | ' |
2014 | 2,789 | ' |
2015 | 2,514 | ' |
2016 | 2,420 | ' |
2017 | 2,353 | ' |
2018 and thereafter | 27,369 | ' |
Net Carrying Amount | $38,145 | $40,165 |
Accounts_Receivable_Details
Accounts Receivable (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accounts Receivable [Abstract] | ' | ' |
Allowance for Doubtful Accounts Receivable | $941 | $899 |
Inventories_Schedule_of_Invent
Inventories (Schedule of Inventory) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Inventories [Abstract] | ' | ' |
Finished goods | $67,018 | $78,715 |
Work-in-process | 13,127 | 17,693 |
Raw materials | 22,117 | 19,764 |
Total inventories at current costs | 102,262 | 116,172 |
Less: LIFO reserve | -8,765 | -9,064 |
Inventory | $93,497 | $107,108 |
Investments_Narrative_Details
Investments (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2011 | Dec. 31, 2012 |
property | property | |||||
Schedule of Equity Method Investments [Line Items] | ' | ' | ' | ' | ' | ' |
Equity Investments | $4,666 | ' | $4,666 | ' | ' | $4,332 |
Equity Method Investment, Ownership Percentage | 45.00% | ' | 45.00% | ' | ' | ' |
Payments to Acquire Interest in Joint Venture | ' | ' | ' | ' | 3,000 | ' |
Equity in Income/(Loss) of Nonconsolidated Investment | 296 | 310 | 892 | 643 | ' | ' |
Capital distributions received from equity method investment | 90 | ' | 558 | ' | ' | ' |
Capital Leased Assets, Number of Units | 2 | ' | 2 | ' | ' | ' |
Capital Lease Length Of Lease Term | '9 years 6 months | ' | '9 years 6 months | ' | ' | ' |
Capital Lease Length Of Renewal Term | '5 years 6 months | ' | '5 years 6 months | ' | ' | ' |
Capital Leases, Monthly Rent | ' | ' | 17 | ' | ' | ' |
Capital Leases Balloon Payment In Direct Financing Leases | 488 | ' | 488 | ' | ' | ' |
Capital Leases, Net Investment in Direct Financing Leases | $1,250 | ' | $1,250 | ' | ' | $1,327 |
Capital Leased Land [Member] | ' | ' | ' | ' | ' | ' |
Schedule of Equity Method Investments [Line Items] | ' | ' | ' | ' | ' | ' |
Capital Leased Assets, Number of Units | 5 | ' | 5 | ' | ' | ' |
Investments_Schedule_Of_Carryi
Investments (Schedule Of Carrying Amount And Maximum Loss Exposure Of Equity Investments) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Investments [Abstract] | ' | ' |
Equity method investment | $4,666 | $4,332 |
Net investment in direct financing lease | 1,250 | 1,327 |
Variable Interest Entity, Reporting Entity Involvement, Maximum Loss Exposure, Amount | $5,916 | $5,659 |
Investments_Schedule_of_Direct
Investments (Schedule of Direct Financing Future Minimum Lease Payments for Capital Leases Table) (Details) (USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Investments [Abstract] | ' |
Current | $29 |
Year Two | 114 |
Year Three | 122 |
Year Four | 131 |
Year Five | 140 |
Year Six and thereafter | 714 |
Capital Leases, Future Minimum Payments Receivable, Total | $1,250 |
Deferred_Revenue_Details
Deferred Revenue (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Deferred Revenue [Abstract] | ' | ' |
Deferred Revenue, Current | $3,981 | $7,447 |
Borrowings_Narrative_Details
Borrowings (Narrative) (Details) | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | Foreign Line of Credit [Member] | PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A. and Citizens Bank of Pennsylvania [Member] | PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A. and Citizens Bank of Pennsylvania [Member] | PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A. and Citizens Bank of Pennsylvania [Member] | NatWest Bank [Member] | NatWest Bank [Member] | NatWest Bank Outstanding Guarantees [Member] |
USD ($) | Letter of Credit [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Foreign Line of Credit [Member] | Foreign Line of Credit [Member] | Foreign Line of Credit [Member] | |
USD ($) | USD ($) | USD ($) | USD ($) | GBP (£) | USD ($) | ||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | $15,000 | ' | $125,000 | ' | $2,428 | £ 1,500 | ' |
Line of Credit Facility, Description | ' | ' | 'This Credit Agreement replaced a prior revolving credit facility with a maximum credit line of $90,000 and a $20,000 term loan. | ' | ' | ' | ' |
Line of Credit Facility, Borrowing Capacity, Description | ' | ' | 'The Credit Agreement provides for a five-year, unsecured revolving credit facility that permits borrowing up to $125,000 for the U.S. borrowers and a sublimit of the equivalent of $15,000 U.S. dollars that is available to the Canadian borrowers. | ' | ' | ' | ' |
Line of Credit Facility, Provision for Increase in Capacity | ' | ' | 50,000 | ' | ' | ' | ' |
Line of Credit Facility, Capacity Available for Trade Purchases | ' | ' | 20,000 | ' | ' | ' | ' |
Line of Credit Facility, Interest Rate Description | ' | ' | 'Borrowings under the Credit Agreement will bear interest at rates based upon either the base rate or LIBOR-based rate plus applicable margins. Applicable margins are dictated by the ratio of the Company's indebtedness, less cash on hand in excess of $15,000, to the Company's consolidated EBITDA, as defined in the underlying Credit Agreement. The base rate is the highest of (a) PNC Bank's prime rate, (b) the Federal Funds Rate plus 0.50% or (c) the daily LIBOR rate, as defined in the underlying Credit Agreement, plus 1.00%. The base rate spread ranges from 0.00% to 1.00%. LIBOR-based rates are determined by dividing the published LIBOR rate by a number equal to 1.00 minus the percentage prescribed by the Federal Reserve for determining the maximum reserve requirements with respect to any Eurocurrency funding by banks on such day. The LIBOR-based rate spread ranges from 1.00% to 2.00%. | ' | '. The interest rate on this facility is the financial institution's base rate plus 1.50%. | '. The interest rate on this facility is the financial institution's base rate plus 1.50%. | ' |
Line of Credit Facility, Covenant Terms | ' | ' | 'The Credit Agreement includes two financial covenants: (a) the Leverage Ratio, defined as the Company's Indebtedness, less cash on hand in excess of $15,000, divided by the Company's consolidated EBITDA, which must not exceed 3.00 to 1.00 and (b) Minimum Interest Coverage, defined as consolidated EBITDA less Capital Expenditures divided by consolidated interest expense, which must be no less than 3.00 to 1.00. | ' | ' | ' | ' |
Line of Credit Facility, Dividend Restrictions | ' | ' | 'The Credit Agreement permits the Company to pay dividends and distributions and make redemptions with respect to its stock provided no event of default or potential default (as defined in the Credit Agreement) has occurred prior to or after giving effect to the dividend, distribution, or redemption. Dividends, distributions, and redemptions are capped at $15,000 per year when funds are drawn on the facility. If no drawings on the facility exist, dividends, distributions, and redemptions in excess of $15,000 per year are subjected to a limitation of $75,000 in the aggregate. The $75,000 aggregate limitation also includes certain loans, investments, and acquisitions. The Company is permitted to acquire the stock or assets of other entities with limited restrictions, provided that the Leverage Ratio does not exceed 2.50 to 1.00 after giving effect to the acquisition. | ' | ' | ' | ' |
Line of Credit Facility, Amount Outstanding | ' | 814 | 0 | 0 | ' | ' | 186 |
Line of Credit Facility, Current Borrowing Capacity | ' | ' | $124,186 | ' | $2,242 | ' | ' |
Line of Credit Facility, Collateral | ' | ' | ' | ' | 'This credit facility supports the subsidiary's working capital requirements and is collateralized by substantially all of the assets of its United Kingdom operations. | 'This credit facility supports the subsidiary's working capital requirements and is collateralized by substantially all of the assets of its United Kingdom operations. | ' |
Line of Credit Facility, Expiration Date | ' | ' | ' | ' | 31-Jul-14 | 31-Jul-14 | ' |
Line of Credit Facility, Asset Restrictions | ' | ' | 'Other restrictions exist at all times including, but not limited to, limitation of the Company's sale of assets, other indebtedness incurred by either the borrowers or the non-borrower subsidiaries of the Company, guaranties, and liens. On July 9, 2012, the Company amended the Credit Agreement to increase the limit applicable to the Company's sale of assets from $10,000 to $25,000. | ' | ' | ' | ' |
Discontinued_Operations_Narrat
Discontinued Operations (Narrative) (Details) (USD $) | Jun. 04, 2012 | Jun. 04, 2012 | Aug. 30, 2012 |
In Thousands, unless otherwise specified | Shipping Systems Division [Member] | Precise Structural Products Business [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' |
Proceeds from Divestiture of Businesses, Net of Cash Divested | ' | $8,579 | $2,643 |
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax | ' | 3,508 | ' |
Goodwill Allocated To Discontinued Operations | $2,588 | ' | ' |
Discontinued_Operations_Schedu
Discontinued Operations (Schedule of Net Sales and Income from Discontinued Operations) (Details) (USD $) | 3 Months Ended | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Discontinued Operations [Abstract] | ' | ' | ' |
Net sales | $1,159 | $73 | $8,701 |
Income (loss) from discontinued operations before income taxes | -343 | 23 | 3,805 |
Income tax (benefit) expense | -104 | 9 | 2,403 |
Income (loss) from discontinued operations | ($239) | $14 | $1,402 |
Discontinued_Operations_Balanc
Discontinued Operations (Balance Sheet for Discontinued Operations) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Jun. 04, 2012 |
In Thousands, unless otherwise specified | |||
Discontinued Operations [Abstract] | ' | ' | ' |
Current Assets | $167 | $464 | ' |
Goodwill | ' | ' | 2,588 |
Other intangibles - net | ' | ' | 170 |
Total Current Liabilities | $26 | $106 | ' |
Earning_Per_Common_Share_Sched
Earning Per Common Share (Schedule of Earnings Per Share, Basic and Diluted) (Details) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Feb. 28, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Earnings Per Common Share [Abstract] | ' | ' | ' | ' | ' |
Income (loss) from continuing operations | ' | $9,793 | $8,464 | $22,001 | $8,122 |
Income from discontinued operations | ' | ' | -239 | 14 | 1,402 |
Net income (loss) | ' | $9,793 | $8,225 | $22,015 | $9,524 |
Weighted average shares | ' | 10,182 | 10,141 | 10,171 | 10,117 |
Denominator for basic earnings per common share | ' | 10,182 | 10,141 | 10,171 | 10,117 |
Employee stock options | ' | 11 | 15 | 11 | 16 |
Other stock compensation plans | ' | 88 | 50 | 73 | 78 |
Dilutive potential common shares | ' | 99 | 65 | 84 | 94 |
Denominator for diluted earnings per common share - adjusted weighted average shares and assumed conversions | ' | 10,281 | 10,206 | 10,255 | 10,211 |
Basic earnings per common share: From continuing operations | ' | $0.96 | $0.83 | $2.16 | $0.80 |
Basic earnings per common share: From discontinued operations | ' | ' | ($0.02) | $0 | $0.14 |
Basic earnings (loss) per common share | ' | $0.96 | $0.81 | $2.16 | $0.94 |
Diluted earnings per common share: From continuing operations | ' | $0.95 | $0.83 | $2.15 | $0.80 |
Diluted earnings per common share: From discontinued operations | ' | ' | ($0.02) | $0 | $0.14 |
Diluted earnings (loss) per common share | ' | $0.95 | $0.81 | $2.15 | $0.93 |
Common Stock, Dividends, Per Share, Declared | $0.03 | $0.03 | $0.03 | $0.09 | $0.08 |
StockBased_Compensation_Narrat
Stock-Based Compensation (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Share-based compensation | $437 | $477 | $1,528 | $1,312 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | ' | ' | '1 year 6 months | '2 years 4 months 24 days | '2 years 2 months 12 days |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | ' | ' | $9.30 | $6.44 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Total Intrinsic Value | 79 | 225 | 79 | 255 | ' |
Excess Tax Benefit from Share-based Compensation, Financing Activities | ' | ' | 192 | 121 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | ' | 638 | ' | 638 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price | $10.64 | $6.02 | $10.64 | $6.02 | $10.41 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 3,750 | 10,000 | 3,750 | 11,450 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | ' | ' | '4 years | ' | ' |
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Warranty Reserves | ' | 19,000 | ' | 19,000 | ' |
Performance Shares [Member] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Share-based compensation | ' | ' | ' | $1,157 | ' |
Minimum [Member] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price | $7.81 | $4.10 | $7.81 | $4.10 | ' |
Maximum [Member] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price | $14.77 | $14.77 | $14.77 | $14.77 | ' |
Weighted Average [Member] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price | $10.64 | $9.94 | $10.64 | $9.94 | ' |
Granted to Employee [Member] | Restricted Stock [Member] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | ' | ' | 12,973 | 92,347 | ' |
StockBased_Compensation_Summar
Stock-Based Compensation (Summary of Stock Option Activity) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Stock-based Compensation [Abstract] | ' | ' | ' | ' | ' |
Shares, Outstanding and Exercisable, Beginning of Period | ' | ' | 22,500 | ' | ' |
Shares, Exercised | -3,750 | -10,000 | -3,750 | -11,450 | ' |
Shares, Outstanding and Exercisable, End of Period | 18,750 | ' | 18,750 | ' | 22,500 |
Weighted Average Exercise Price, Outstanding and Exercisable at Beginning of Year | ' | ' | $10.41 | ' | ' |
Weighted Average Exercise Price, Exercised | ' | ' | $9.30 | $6.44 | ' |
Weighted Average Exercise Price, Outstanding and Exercisable at End of Period | $10.64 | $6.02 | $10.64 | $6.02 | $10.41 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | ' | ' | '1 year 6 months | '2 years 4 months 24 days | '2 years 2 months 12 days |
Aggregate Intrinsic Value, Outstanding and Exercisable at End of Period | $658 | ' | $658 | ' | ' |
StockBased_Compensation_Schedu
Stock-Based Compensation (Schedule of Restricted Stock Awards) (Details) (Restricted Stock [Member], USD $) | 9 Months Ended |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 |
Grant Date - 2/1/2012 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Grant Date | 'February 1, 2012 |
Shares | 66,000 |
Grant Date Fair Value | $30.15 |
Aggregate Fair Value | $1,990 |
Grant Date - 3/6/2012 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Grant Date | 'March 6, 2012 |
Shares | 18,347 |
Grant Date Fair Value | $27.49 |
Aggregate Fair Value | 504 |
Grant Date - 5/23/2012 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Grant Date | 'May 23, 2012 |
Shares | 8,000 |
Grant Date Fair Value | $28.05 |
Aggregate Fair Value | 224 |
Grant Date - 2/27/13 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Grant Date | 'February 27, 2013 |
Shares | 12,973 |
Grant Date Fair Value | $42.49 |
Aggregate Fair Value | $551 |
StockBased_Compensation_Schedu1
Stock-Based Compensation (Schedule of Performance Unit Awards) (Details) (Performance Shares [Member], USD $) | 9 Months Ended |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 |
Incentive Plan, 2011-2013 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Grant Date | 'March 15, 2011 |
Units | 34,002 |
Grant Date Fair Value | $38.46 |
Aggregate Fair Value | $1,308 |
Incentive Plan, 2012-2014 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Grant Date | 'March 6, 2012 |
Units | 43,042 |
Grant Date Fair Value | $27.49 |
Aggregate Fair Value | 1,183 |
Incentive Plan, 2013-2015 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Grant Date | 'February 27, 2013 |
Units | 31,418 |
Grant Date Fair Value | $42.49 |
Aggregate Fair Value | $1,335 |
Retirement_Plans_Narrative_Det
Retirement Plans (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
contract | ||||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' |
Number of retirement plans | ' | ' | 5 | ' |
Defined Benefit Plan Number | ' | ' | 3 | ' |
Active Defined Benefit Plan Number | ' | ' | 1 | ' |
Inactive Defined Benefit Plan Number | ' | ' | 2 | ' |
Defined Contribution Plan Number | ' | ' | 2 | ' |
Defined Contribution Plan, Cost Recognized | $585 | $715 | $1,769 | $2,017 |
Salaried Benefit Plan [Member] | ' | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' |
Description of Postemployment Benefits | ' | ' | 'The Company has a domestic defined contribution plan that covers all non-union hourly and all salaried employees (Salaried Plan). The Salaried Plan permits both pre-tax and after-tax employee contributions. Participants can contribute, subject to statutory limitations, between 1% and 75% of eligible pre-tax pay and between 1% and 100% of eligible after-tax pay. The Company's employer match is 100% of the first 1% of deferred eligible compensation and up to 50% of the next 6%, based on years of service, of deferred eligible compensation, for a total maximum potential match of 4%. The Company may also make discretionary contributions to the Salaried Plan. | ' |
Defined Contribution Plan, Cost Recognized | 478 | 599 | 1,422 | 1,674 |
Union Benefit Plan [Member] | ' | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' |
Description of Postemployment Benefits | ' | ' | 'The Company also has a domestic defined contribution plan for union hourly employees with contributions made by both the participants and the Company based on various formulas (Union Plan). | ' |
Defined Contribution Plan, Cost Recognized | 18 | 23 | 53 | 59 |
Canadian Employees [Member] | ' | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' |
Defined Contribution Plan Number | ' | ' | 2 | ' |
Description of Postemployment Benefits | ' | ' | 'Rail Technologies, maintains a defined contribution plan covering all non-union employees at its Montreal, Quebec, Canada location (Montreal Plan). Under the terms of the Montreal Plan, the employer may contribute 4% of each employee's compensation as a non-elective contribution and may also contribute 30% of the first 6% of each employee's compensation contributed to the Montreal Plan. | ' |
Defined Contribution Plan, Cost Recognized | 28 | 30 | 88 | 89 |
United Kingdom Benefit Plans [Member] | ' | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' |
Defined Benefit Plan, Actuarial Gain (Loss) | -57 | -58 | -171 | -165 |
Defined Benefit Plan, Estimated Future Employer Contributions in Next Fiscal Year | ' | ' | 264 | ' |
Defined Benefit Plan, Contributions by Employer | ' | ' | 191 | ' |
Description of Postemployment Benefits | ' | ' | 'The subsidiary also maintains a defined contribution plan covering substantially all employees at its United Kingdom locations (U.K. Plan). Benefits under the U.K. Plan are provided under no formal written agreement. Under the terms of the defined contribution U.K. Plan, the employer may make non-elective contributions of between 3% and 10% of each employee's compensation. | ' |
Defined Contribution Plan, Cost Recognized | 27 | 29 | 95 | 84 |
Burnaby Plan [Member] | ' | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' |
Description of Postemployment Benefits | ' | ' | 'Finally, Rail Technologies maintains a defined contribution plan covering substantially all of the employees of L.B. Foster Rail Technologies, Corp. in Burnaby, British Columbia, Canada, a wholly-owned subsidiary of the Company (Burnaby Plan). Under the terms of the Burnaby Plan, the employer may contribute 4% of each employee's compensation as a non-elective contribution and may also contribute 30% of the first 6% of each employee's compensation contributed to the Burnaby Plan. | ' |
Defined Contribution Plan, Cost Recognized | 34 | 34 | 111 | 111 |
United States Pension Plans of US Entity, Defined Benefit [Member] | ' | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' |
Defined Benefit Plan, Actuarial Gain (Loss) | -53 | -49 | -159 | -146 |
Defined Benefit Plan, Estimated Future Employer Contributions in Next Fiscal Year | ' | ' | 555 | ' |
Defined Benefit Plan, Contributions by Employer | ' | ' | $332 | ' |
Retirement_Plans_Schedule_Of_N
Retirement Plans (Schedule Of Net Periodic Benefit Costs) (United Kingdom) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
United States Pension Plans of US Entity, Defined Benefit [Member] | ' | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' |
Service cost | $8 | $8 | $25 | $24 |
Interest cost | 177 | 187 | 530 | 561 |
Expected return on plan assets | -214 | -203 | -642 | -607 |
Recognized net actuarial loss | -53 | -49 | -159 | -146 |
Net periodic benefit cost | 24 | 41 | 72 | 124 |
United Kingdom Benefit Plans [Member] | ' | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' |
Interest cost | 85 | 89 | 255 | 252 |
Expected return on plan assets | -73 | -76 | -219 | -215 |
Amortization of transition amount | -12 | -12 | -36 | -36 |
Recognized net actuarial loss | -57 | -58 | -171 | -165 |
Net periodic benefit cost | $57 | $59 | $171 | $166 |
Fair_Value_Measurements_Schedu
Fair Value Measurements (Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 |
In Thousands, unless otherwise specified | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Cash and cash equivalents | $82,845 | $84,665 | ' |
Total Assets | 82,845 | 84,665 | ' |
Derivatives | ' | ' | -47 |
Domestic money market funds [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Cash and cash equivalents | 50,902 | 58,620 | ' |
Non domestic bank certificates of deposit [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Cash and cash equivalents | 31,943 | 26,045 | ' |
Fair Value, Inputs, Level 1 [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Cash and cash equivalents | 82,845 | 84,665 | ' |
Total Assets | 82,845 | 84,665 | ' |
Fair Value, Inputs, Level 1 [Member] | Domestic money market funds [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Cash and cash equivalents | 50,902 | 58,620 | ' |
Fair Value, Inputs, Level 1 [Member] | Non domestic bank certificates of deposit [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Cash and cash equivalents | 31,943 | 26,045 | ' |
Fair Value, Inputs, Level 2 [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Cash and cash equivalents | 0 | ' | ' |
Total Assets | 0 | ' | ' |
Fair Value, Inputs, Level 2 [Member] | Domestic money market funds [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Cash and cash equivalents | 0 | ' | ' |
Fair Value, Inputs, Level 2 [Member] | Non domestic bank certificates of deposit [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Cash and cash equivalents | 0 | ' | ' |
Fair Value, Inputs, Level 3 [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Cash and cash equivalents | 0 | ' | ' |
Total Assets | 0 | ' | ' |
Fair Value, Inputs, Level 3 [Member] | Domestic money market funds [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Cash and cash equivalents | 0 | ' | ' |
Fair Value, Inputs, Level 3 [Member] | Non domestic bank certificates of deposit [Member] | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' |
Cash and cash equivalents | $0 | ' | ' |
Commitments_and_Contingent_Lia2
Commitments and Contingent Liabilites (Narrative) (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
property | ||
Product Liability Contingency [Line Items] | ' | ' |
Standard Product Warranty Accrual | $7,761 | $15,727 |
Reserve for Concrete Ties [Member] | ' | ' |
Product Liability Contingency [Line Items] | ' | ' |
Standard Product Warranty Accrual | 6,940 | 14,837 |
Change in Estimate of Defective Product Requiring Replacement | 0 | ' |
Reserve for Environmental Costs [Member] | ' | ' |
Product Liability Contingency [Line Items] | ' | ' |
Estimated Litigation Liability | $2,092 | $2,141 |
Loss Contingency, Request for Information | 'On January 11, 2012, CXT received a subpoena from the United States Department of Transportation Inspector General (IG) requesting records related to its manufacture of concrete railroad ties in Grand Island, NE. CXT and the Company have been cooperating fully with the IG. | ' |
Commitments_and_Contingent_Lia3
Commitments and Contingent Liabilities (Schedule of Product Warranty Liability) (Details) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Commitments and Contingent Liabilities [Abstract] | ' |
Balance, Beginning | $15,727 |
Additions to warranty liability | 1,136 |
Warranty liability utilized | -9,102 |
Balance, Ending | $7,761 |
Derivative_Financial_Instrumen2
Derivative Financial Instruments and Hedging Activities (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2012 | Sep. 30, 2013 |
contract | ||
Notional Amount of Foreign Currency Fair Value Hedge Derivatives | $3,280 | ' |
Number Of Foreign Currency Transactions Engaged In During Period | ' | 0 |
Gain (Loss) on Derivative Instruments, Net, Pretax | 204 | ' |
Derivatives | -47 | ' |
Contract 1 [Member] | ' | ' |
Notional Amount of Foreign Currency Fair Value Hedge Derivatives | 3,186 | ' |
Contract 2 [Member] | ' | ' |
Notional Amount of Foreign Currency Fair Value Hedge Derivatives | $3,388 | ' |
Income_Taxes_Reconciliation_Of
Income Taxes (Reconciliation Of Income Tax Rates) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income Taxes [Abstract] | ' | ' | ' | ' |
Statutory rate | ' | ' | 35.00% | ' |
Effective income tax rate | 30.20% | 35.40% | 32.40% | 37.60% |
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Warranty Reserves | ' | $19,000 | ' | $19,000 |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount | ' | ' | $618 | ' |