Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 25, 2016 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | FOSTER L B CO | |
Entity Central Index Key | 352,825 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 10,342,647 | |
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 ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
ASSETS | ||
Cash and cash equivalents | $ 30,883 | $ 33,312 |
Accounts receivable - net | 74,808 | 78,487 |
Inventories - net | 92,204 | 96,396 |
Prepaid income tax | 5,638 | 1,131 |
Other current assets | 7,285 | 5,148 |
Total current assets | 210,818 | 214,474 |
Property, plant and equipment - net | 126,012 | 126,745 |
Other assets: | ||
Goodwill | 81,554 | 81,752 |
Other intangibles - net | 131,334 | 134,927 |
Deferred tax assets | 226 | 226 |
Investments | 5,124 | 5,321 |
Other assets | 3,037 | 3,215 |
Total assets | 558,105 | 566,660 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable | 46,246 | 55,804 |
Deferred revenue | 8,352 | 6,934 |
Accrued payroll and employee benefits | 7,327 | 10,255 |
Accrued warranty | 8,731 | 8,755 |
Current maturities of long-term debt | 1,338 | 1,335 |
Other accrued liabilities | 10,034 | 8,563 |
Total current liabilities | 82,028 | 91,646 |
Long-term debt | 173,573 | 167,419 |
Deferred tax liabilities | 8,079 | 8,926 |
Other long-term liabilities | 15,574 | 15,837 |
STOCKHOLDERS' EQUITY: | ||
Common stock, par value $.01, authorized 20,000,000 shares; shares issued at March 31, 2016 and December 31, 2015, 11,115,779; shares outstanding at March 31, 2016 and December 31, 2015, 10,245,521 and 10,221,006, respectively | 111 | 111 |
Paid-in capital | 44,960 | 46,681 |
Retained earnings | 273,325 | 276,571 |
Treasury stock - at cost, common stock, shares at March 31, 2016 and December 31, 2015, 870,258 and 894,773, respectively | (21,366) | (22,591) |
Accumulated other comprehensive loss | (18,179) | (17,940) |
Total stockholders' equity | 278,851 | 282,832 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 558,105 | $ 566,660 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Consolidated Balance Sheets | ||
Common stock, par value | $ 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 | 10,245,521 | 10,221,006 |
Treasury stock shares - at cost, common stock | 870,258 | 894,773 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Consolidated Statements of Operations | ||
Sales of goods | $ 107,915 | $ 122,796 |
Sales of services | 18,395 | 15,111 |
Total sales | 126,310 | 137,907 |
Cost of goods sold | 86,393 | 96,194 |
Cost of services sold | 15,957 | 11,060 |
Total cost of sales | 102,350 | 107,254 |
Gross profit | 23,960 | 30,653 |
Selling and administrative expenses | 22,817 | 22,251 |
Amortization expense | 3,266 | 2,157 |
Interest expense | 1,170 | 613 |
Interest income | (55) | (57) |
Equity in loss (income) of nonconsolidated investments | 196 | (173) |
Other expense (income) | 715 | (803) |
Total operating expenses | 28,109 | 23,988 |
(Loss) income from operations, before income taxes | (4,149) | 6,665 |
Income tax (benefit) expense | (1,317) | 2,380 |
Net (loss) income | $ (2,832) | $ 4,285 |
Basic (loss) earnings per common share | $ (0.28) | $ 0.42 |
Diluted (loss) earnings per common share | (0.28) | 0.41 |
Dividends paid per common share | $ 0.04 | $ 0.04 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Consolidated Statements of Comprehensive (Loss) Income | |||
Net (loss) income | $ (2,832) | $ 4,285 | |
Other comprehensive loss, net of tax: | |||
Foreign currency translation adjustment | 653 | (4,387) | |
Unrealized loss on cash flow hedges, net of tax benefit of $612 | (968) | 0 | |
Reclassification of pension liability adjustments to earnings, net of tax expense of $39 and $46* | [1] | 76 | 89 |
Other comprehensive loss, net of tax | (239) | (4,298) | |
Comprehensive loss | $ (3,071) | $ (13) | |
[1] | Reclassifications out of accumulated other comprehensive income for pension obligations are charged to selling and administrative expense. |
Consolidated Statements of Com6
Consolidated Statements of Comprehensive (Loss) Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Consolidated Statements of Comprehensive (Loss) Income | ||
Unrealized loss on cash flow hedges, tax benefit | $ 612 | |
Reclassification of pension liability adjustments to earnings, tax (benefit) expense | $ 39 | $ 46 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (loss) income | $ (2,832) | $ 4,285 |
Adjustments to reconcile net (loss) income to cash provided by operating activities: | ||
Deferred income taxes | (219) | (206) |
Depreciation | 3,727 | 2,619 |
Amortization | 3,266 | 2,157 |
Equity loss (income) | 196 | (173) |
Loss on sales and disposals of property, plant, and equipment | 71 | 0 |
Share-based compensation | (252) | 620 |
Excess income tax deficiency (benefit) from share-based compensation | 76 | (310) |
Change in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | 4,274 | 16,044 |
Inventories | 4,101 | (8,276) |
Other current assets | (2,095) | (1,059) |
Prepaid income tax | (4,630) | (745) |
Other noncurrent assets | 144 | (1,429) |
Dividends from LB Pipe & Coupling Products, LLC | 0 | 90 |
Accounts payable | (9,227) | (12,478) |
Deferred revenue | 1,463 | (1,083) |
Accrued payroll and employee benefits | (2,968) | (5,540) |
Other current liabilities | (31) | (1,928) |
Other liabilities | (171) | (17) |
Net cash used by operating activities | (5,107) | (7,429) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from the sale of property, plant, and equipment | 97 | 4 |
Capital expenditures on property, plant and equipment | (3,125) | (4,466) |
Acquisitions, net of cash acquired | 0 | (189,200) |
Loan to equity method investment | (575) | 0 |
Net cash used by investing activities | (3,603) | (193,662) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayments of debt | (37,142) | (28,084) |
Proceeds from debt | 43,304 | 219,891 |
Proceeds from exercise of stock options and stock awards | 0 | 68 |
Financing fees | 0 | (1,670) |
Treasury stock acquisitions | (168) | (962) |
Cash dividends on common stock paid to shareholders | (414) | (416) |
Excess income tax (deficiency) benefit from share-based compensation | (76) | 310 |
Net cash provided by financing activities | 5,504 | 189,137 |
Effect of exchange rate changes on cash and cash equivalents | 777 | (2,520) |
Net decrease in cash and cash equivalents | (2,429) | (14,474) |
Cash and cash equivalents at beginning of period | 33,312 | 52,024 |
Cash and cash equivalents at end of period | 30,883 | 37,550 |
Supplemental Disclosure of Cash Flow Information: | ||
Interest paid | 1,056 | 288 |
Income taxes paid | $ 3,585 | $ 3,551 |
Financial Statements
Financial Statements | 3 Months Ended |
Mar. 31, 2016 | |
Financial Statements [Abstract] | |
FINANCIAL STATEMENTS | 1. FINANCIAL STATEMENTS Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States 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 U.S. 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, 2016. The year-end Condensed Consolidated Balance Sheet as of December 31, 2015 was derived from audited financial statements. This Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. In this Quarterly Report on Form 10-Q, references to “we,” “us,” “our,” and the “Company” refer collectively to L.B. Foster Company and its consolidated subsidiaries. Recently issued accounting standards In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606),” (“ASU 2014-09”), which supersedes the revenue recognition requirements in Accounting Standards Codification 605, “Revenue Recognition.” ASU 2014-09 is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. It also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. The Company is currently evaluating its implementation approach and assessing the impact of ASU 2014-09 on our financial position and results of operations. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”. The new accounting requirements include the accounting for, presentation of, and classification of leases. The guidance will result in most leases being capitalized as a right of use asset with a related liability on our balance sheets. The requirements of the new standard are effective for annual reporting periods beginning after December 15, 2018, and interim periods within those annual periods. The Company is in the process of analyzing the impact of ASU 2016-02 on our financial position and results of operations. In March 2016, the FASB issued ASU No. 2016-09, "Compensation—Stock Compensation (Topic 718)." This standard makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies. ASU 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The standard is effective for interim and annual reporting periods beginning after December 15, 2016, although early adoption is permitted. The Company is in the process of analyzing the impact of ASU 2016-09 on our financial position and results of operations. Reclassifications Certain amounts in previously issued financial statements have been reclassified to conform to the current period presentation. These reclassifications separately presented sales of services and cost of services sold to reflect the Company’s increased service offerings attributable to the recent acquisitions disclosed in Note 3. |
Business Segments
Business Segments | 3 Months Ended |
Mar. 31, 2016 | |
Business Segments [Abstract] | |
BUSINESS SEGMENTS | 2. 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 its respective contribution to the Company’s consolidated results based upon segment profit. The following table illustrates revenues and profits from operations of the Company by segment for the periods indicated: Three Months Ended Three Months Ended March 31, 2016 March 31, 2015 Net Segment Net Segment Sales Profit (loss) Sales Profit Rail Products and Services $ 64,292 $ 741 $ 77,676 $ 6,072 Construction Products 31,880 448 34,290 1,228 Tubular and Energy Services 30,138 (1,927) 25,941 1,958 Total $ 126,310 $ (738) $ 137,907 $ 9,258 Segment profits (losses) from 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 operations from December 31, 2015. The internal cost of capital charges are eliminated during the consolidation process. The following table provides a reconciliation of reportable segment net profit from operations to the Company’s consolidated total: Three Months Ended March 31, 2016 2015 (Loss) income for reportable segments $ (738) $ 9,258 Interest expense (1,170) (613) Interest income 55 57 Other (expense) income (715) 803 LIFO income (expense) 73 (6) Equity in (loss) income of nonconsolidated investments (196) 173 Corporate expense, cost of capital elimination, and other unallocated charges (1,458) (3,007) (Loss) Income before income taxes $ (4,149) $ 6,665 |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2016 | |
Acquisitions [Abstract] | |
Acquisitions | 3. ACQUISITIONS TEW Plus, LTD On November 23, 2015 , the Company acquired the 75% balance of the remaining shares of TEW Plus, LTD (“Tew Plus”) for $2,130 , net of cash acquired. Headquartered in Nottingham, UK, Tew Plus provides telecommunications and security systems to the railway and commercial markets. Their offerings include full installation services including : design ; project management ; survey ; and commissioning along with future maintenance. The results of Tew Plus’ operations are included within the Rail Products and Services segment from the date of acquisition. Inspection Oilfield Services On M arch 13, 2015 , the Company acquired IOS Holdings, Inc. (“IOS” or “test and inspection services”) for $167,404 , net of cash acquired and a net working capital receivable adjustment of $2,363 . The purchase agreement includes an earn-out provision for the seller to generate an additional $60,000 of proceeds upon achieving certain levels of EBITDA during the three year period beginning on January 1, 2015. The Company has not accrued an estimated earn-out obligation based upon a probability weighted valuation model of the projected EBITDA results, which indicates that the minimum target will not be achieved. Approximately $7,600 of the purchase price relates to amounts held in escrow to satisfy potential indemnity claims made under the purchase agreement. Headquartered in Houston, TX, IOS is a leading independent provider of tubular management services with operations in every significant oil and gas producing region in the continental United States. The acquisition is included within our Tubular and Energy Services segment from the date of acquisition. Tew Holdings, LTD On January 13, 2015 , the Company acquired Tew Holdings, LTD (“Tew”) for $26,467 , net of cash acquired. The purchase price includes approximately $4,200 related to working capital and net debt adjustments. The non-domestic cash payment includes approximately $600 which is held in escrow to satisfy potential indemnity claims made under the purchase agreement. Headquartered in Nottingham, UK, Tew provides application engineering solutions primarily to the rail market and other major industries. The results of Tew’s operations are included within the Rail Products and Services segment from the date of acquisition. Acquisition Summary Each transaction was accounted for under the acquisition method of accounting under U.S. generally accepted accounting principles which requires an acquiring entity to recognize, with limited exceptions, all of the assets acquired and liabilities assumed in a transaction at fair value as of the acquisition date. Goodwill primarily represents the value paid for each acquisition’s enhancement to the Company’s product and service offerings and capabilities, as well as a premium payment related to the ability to control the acquired assets. The Company has concluded that intangible assets and goodwill values resulting from the IOS, Tew, and Tew Plus transactions will not be deductible for tax purposes. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of the acquisition : Allocation of Purchase Price November 23, 2015 - Tew Plus March 13, 2015 - IOS January 13, 2015 - Tew Current assets $ 4,420 $ 19,877 $ 12,125 Other assets - 708 - Property, plant, and equipment 47 51,453 2,398 Goodwill 822 69,908 * 8,772 Other intangibles 1,074 50,354 14,048 Liabilities assumed (3,597) (23,596) (6,465) Total $ 2,766 $ 168,704 $ 30,878 * - As a result of the impact of the downturn within the energy markets, the expectations of a prolonged period before recovery, and the reduction in active U.S. land oil rig count, the Company performed an interim test for impairment of goodwill during the third quarter of 2015 which resulted in the full impairment of goodwill related to the IOS acquisition. The following table summarizes the estimates of the fair values of the identifiable intangible assets acquired: Intangible Asset November 23, 2015 - Tew Plus March 13, 2015 - IOS January 13, 2015 - Tew Trade name $ - $ 2,641 $ 870 Customer relationships 817 41,171 10,035 Technology 203 4,364 2,480 Non-competition agreements 54 2,178 663 Total identified intangible assets $ 1,074 $ 50,354 $ 14,048 The purchase allocation for Tew Plus is based on a preliminary valuation. If new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement recognized for assets and liabilities assumed, the Company will recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Other Intangible Assets [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | 4. GOODWILL AND OTHER INTANGIBLE ASSETS The following table represents the goodwill balance by reportable segment: Rail Products and Services Construction Products Tubular and Energy Services Total Balance at December 31, 2015 $ 48,188 $ 5,147 $ 28,417 $ 81,752 Foreign currency translation impact (198) - - (198) Balance at March 31, 2016 $ 47,990 $ 5,147 $ 28,417 $ 81,554 The Company performs goodwill impairment tests annually during the fourth quarter, and also performs interim goodwill impairment tests if it is determined that it is more likely than not that the fair value of a reporting unit is less than the carrying amount. Qualitative factors are assessed to determine whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount. No goodwill impairment test was required in connection with these evaluations for the three months ended March 31, 2016. The Company continues to monitor the recoverability of the long-lived assets associated with certain of the Company’s reporting units and the long-term financial projections of the businesses. Sustained declines in the market s they serve may result in future long-lived asset impairment. The following table represents the gross other intangible assets balance by reportable segment: 2016 2015 Rail Products and Services $ 58,878 $ 59,226 Construction Products 1,348 1,348 Tubular and Energy Services 98,166 98,166 $ 158,392 $ 158,740 The components of the Company’s intangible assets are as follows: March 31, 2016 Weighted Average Gross Net Amortization Period Carrying Accumulated Carrying In Years Value Amortization Amount Non-compete agreements 4 $ 6,968 $ (3,008) $ 3,960 Patents 10 390 (136) 254 Customer relationships 16 94,069 (9,954) 84,115 Supplier relationships 5 350 (350) - Trademarks and trade names 13 14,230 (3,329) 10,901 Technology 13 42,385 (10,281) 32,104 $ 158,392 $ (27,058) $ 131,334 December 31, 2015 Weighted Average Gross Net Amortization Period Carrying Accumulated Carrying In Years Value Amortization Amount Non-compete agreements 4 $ 6,984 $ (2,495) $ 4,489 Patents 10 378 (124) 254 Customer relationships 16 94,338 (8,441) 85,897 Supplier relationships 5 350 (335) 15 Trademarks and trade names 13 14,252 (3,025) 11,227 Technology 13 42,438 (9,393) 33,045 $ 158,740 $ (23,813) $ 134,927 Intangible assets are amortized over their useful lives ranging from 2 to 25 years, with a total weighted average amortization period of approximately 14 years at March 31, 2016. Amortization expense for the three-month periods ended March 31, 2016 and 2015 was $ 3,266 and $ 2,157 , respectively. Estimated amortization expense for the remainder of 2016 and thereafter is as follows: Amortization Expense 2016 $ 9,780 2017 12,165 2018 11,833 2019 11,102 2020 10,670 2021 and thereafter 75,784 $ 131,334 |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Mar. 31, 2016 | |
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 periodically receives surety bonds that guarantee payment. Credit terms are consistent with industry standards and practices. The amounts of trade accounts receivable at March 31, 2016 and December 31, 2015 have been reduced by an allowance for doubtful accounts of $ 1,450 and $ 1,485 , respectively. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2016 | |
Inventory [Abstract] | |
Inventory | 6. INVENTORIES Inventories at March 31, 2016 and December 31, 2015 are summarized in the following table: March 31, December 31, 2016 2015 Finished goods $ 54,969 $ 62,547 Work-in-process 21,859 20,178 Raw materials 21,124 19,492 Total inventories at current costs 97,952 102,217 Less: LIFO reserve (5,748) (5,821) $ 92,204 $ 96,396 Inventory is 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 | 3 Months Ended |
Mar. 31, 2016 | |
Investments [Abstract] | |
INVESTMENTS | 7. INVESTMENTS The Company is a member of a joint venture, LB Pipe & Coupling Products, LLC (“LB Pipe JV”), in which it maintains a 45 % ownership interest. The LB Pipe JV manufactures, markets, and sells various precision coupling products for the energy, utility, and construction markets and is scheduled to terminate on June 30, 2019. Under applicable guidance for variable interest entities in ASC 810, “Consolidation,” the Company determined that the LB Pipe 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 LB Pipe JV. Accordingly, the Company concluded that the equity method of accounting remains appropriate. As of March 31, 2016 and December 31, 2015, the Company had a nonconsolidated equity method investment of $ 4,996 and $ 5,246 , respectively, in the LB Pipe JV and other equity investments totaling $128 and $75 , respectively. The Company recorded equity in the loss of the LB Pipe JV of $ 250 and equity in the income of the LB Pipe JV of $ 189 for the three months ended March 31, 2016 and 2015, respectively. During the three-month period ending March 31, 2015, the Company received cash distributions of $90 . There were no changes to the members’ ownership interests as a result of the distribution. During the three months ended March 31, 2016 the Company and the other 45% member each executed a revolving line of credit with the LB Pipe JV with an available limit of $750 . At March 31, 2016, the Company and the other 45% member each loaned $575 to the LB Pipe JV in an effort to maintain compliance with the LB Pipe JV’s debt covenants with an unaffiliated bank. The Company’s loan with the LB Pipe JV matures on December 15, 2016. The Company’s exposure to loss results from its capital contributions and loans, net of the Company’s share of the LB Pipe JV’s income or loss, and its net investment in the direct financing lease covering the facility used by the LB Pipe JV for its operations, which is described below. The carrying amounts with the maximum exposure to loss of the Company at March 31, 2016 and December 31, 2015, respectively, are as follows: March 31, December 31, 2016 2015 LB Pipe JV equity method investment $ 4,996 $ 5,246 Loan receivable 575 - Net investment in direct financing lease 960 995 $ 6,531 $ 6,241 The Company is leasing five acres of land and two facilities to the LB Pipe JV through June 30, 2019 , with a 5.5 year renewal period. The current monthly lease payments 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 following is a schedule of the direct financing minimum lease payments for the remainder of 2016 and the years 2017 and thereafter: Minimum Lease Payments 2016 $ 96 2017 140 2018 150 2019 574 $ 960 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2016 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | 8. LONG-TERM DEBT United States Long-term debt consists of the following: March 31, December 31, 2016 2015 Revolving credit facility $ 171,495 $ 165,000 Capital leases and financing agreements 3,416 3,754 Total 174,911 168,754 Less current maturities 1,338 1,335 Long-term portion $ 173,573 $ 167,419 On March 13, 2015 , L.B. Foster Company, its domestic subsidiaries, and certain of its Canadian subsidiaries (“L.B. Foster”) entered into an amended and restated $ 335,000 Revolving Credit Facility Credit Agreement (“Amended Credit Agreement”) with PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company. This Amended Credit Agreement modifies the prior revolving credit facility which had a maximum credit line of $200,000 . The Amended Credit Agreement provides for a five -year, unsecured revolving credit facility that permits borrowings of up to $335,000 for the U.S. borrowers and a sublimit of the equivalent of $ 25,000 U.S. dollars that is available to the Canadian borrowers. The Amended Credit Agreement’s accordion feature permits L.B. Foster to increase the available revolving borrowings under the facility by up to an additional $100,000 subject to L.B. Foster’s receipt of increased commitments from existing or new lenders and to certain conditions being satisfied. Borrowings under the Amended Credit Agreement will bear interest at rates based upon either the base rate or Euro-rate plus applicable margins. Applicable margins are dictated by the ratio of L.B. Foster’s indebtedness less consolidated cash on hand to L.B. Foster’s consolidated EBITDA, as defined in the underlying Amended 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 Euro-rate (as defined in the Amended Credit Agreement) plus 1.00%. The base rate and Euro-rate spreads range from 0.00% to 1.50% and 1.00% to 2.50%, respectively. The Amended Credit Agreement includes two financial covenants: (a) Leverage Ratio, defined as L.B. Foster’s Indebtedness less consolidated cash on hand, in excess of $15,000, divided by L.B. Foster’s consolidated EBITDA, which must not exceed 3.25 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. At March 31, 2016, L.B. Foster was in compliance with the Credit Agreement’s covenants. The Amended Credit Agreement permits L.B. Foster to pay dividends, distributions, and make redemptions with respect to its stock provided no event of default or potential default (as defined in the Amended Credit Agreement) has occurred prior to or after giving effect to the dividend, distribution, or redemption. Dividends, distributions, and redemptions are capped at $25,000 per year when funds are drawn on the facility. If no drawings on the facility exist, dividends, distributions, and redemptions in excess of $25,000 per year are subjected to a limitation of $75,000 in the aggregate over the life of the facility. The $75,000 aggregate limitation also permits certain loans, investments, and acquisitions. Other restrictions exist at all times including, but not limited to, limitation of L.B. Foster’s sale of assets, other indebtedness incurred by either the borrowers or the non-borrower subsidiaries of L.B. Foster, guarantees, and liens. At March 31, 2016, L.B. Foster had outstanding letters of credit of approximately $ 444 and had gross available borrowing capacity of $ 163,061 . The maturity date of the facility is March 13, 2020 . United Kingdom A subsidiary of the Company has a credit facility with NatWest Bank for its United Kingdom operations which includes an overdraft availability of £ 1,500 pounds sterling (approximately $ 2,154 at March 31, 2016). 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 March 31, 2016. There was approximately $ 16 in outstanding guarantees (as defined in the underlying agreement) at March 31, 2016. This credit facility was renewed and amended during the fourth quarter of 2015 to include Tew and Tew Plus as parties to the agreement. All other underlying terms and conditions remained unchanged as a result of the renewal. It is the Company’s intention to renew this credit facility with NatWest Bank during the annual review in 2016. The United Kingdom credit facility contains 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 March 31, 2016. The subsidiary had available borrowing capacity of $ 2,138 as of March 31, 2016. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | 9. 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. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. Cash equivalents - Included within “Cash and cash equivalents” are investments in non-domestic term deposits. The carrying amounts approximate fair value because of the short maturity of the instruments. LIBOR-Based interest rate swaps - To reduce the impact of interest rate changes on outstanding variable-rate debt, the Company entered into forward starting LIBOR-based interest rate swaps with notional values totaling $50,000. The swaps will become effective in February 2017 at which point it will effectively convert a portion of the debt from variable to fixed-rate borrowings during the term of the swap contract. The fair value of the interest rate swaps is based on market-observable forward interest rates and represents the estimated amount that the Company would pay to terminate the agreements. As such, the swap agreements are classified as Level 2 within the fair value hierarchy. At March 31, 2016 the interest rate swaps were recorded within other accrued liabilities. Fair Value Measurements at Reporting Date Using Fair Value Measurements at Reporting Date Using March 31, 2016 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) December 31, 2015 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Term deposits $ 3,017 $ 3,017 $ - $ - $ 1,939 $ 1,939 $ - $ - Total assets $ 3,017 $ 3,017 $ - $ - $ 1,939 $ 1,939 $ - $ - Interest rate swaps $ 1,786 $ - $ 1,786 $ - $ 196 $ - $ 196 $ - Total liabilities $ 1,786 $ - $ 1,786 $ - $ 196 $ - $ 196 $ - |
Earnings Per Common Share
Earnings Per Common Share | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Common Share [Abstract] | |
EARNINGS PER COMMON SHARE | 10. EARNINGS PER COMMON SHARE (Share amounts in thousands) The following table sets forth the computation of basic and diluted (loss) earnings per common share for the periods indicated: Three Months Ended March 31, 2016 2015 Numerator for basic and diluted earnings per common share - (Loss) income available to common stockholders: Net (loss) income $ (2,832) $ 4,285 Denominator: Weighted average shares outstanding 10,232 10,259 Denominator for basic earnings per common share 10,232 10,259 Effect of dilutive securities: Employee stock options - 2 Other stock compensation plans - 98 Dilutive potential common shares - 100 Denominator for diluted earnings per common share - adjusted weighted average shares outstanding and assumed conversions 10,232 10,359 Basic (loss) earnings per common share $ (0.28) $ 0.42 Diluted (loss) earnings per common share $ (0.28) $ 0.41 Dividends paid per common share $ 0.04 $ 0.04 During the three-month period ended March 31, 2016, there were approximately 47 anti-dilutive shares excluded from the above calculation. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2016 | |
Share-based Compensation [Abstract] | |
Share-based Compensation | 11. 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 ($ 252) and $ 620 for the three-month periods ended March 31, 2016 and 2015, respectively, related to restricted stock awards and performance unit awards. At March 31, 2016, unrecognized compensation expense for awards that the Company expects to vest approximated $2,448 . The Company will recognize this expense over the upcoming three and one-fourth years through June 2019. Shares issued as a result of vested stock-based compensation generally will be from previously issued shares that have been reacquired by the Company and held as Treasury shares or authorized but previously unissued common stock. During the three-month period ended March 31, 2016, the Company recognized reductions in excess tax benefits related to stock-based compensation of $ 76 and excess tax benefits of $ 310 for the three-month period ended March 31, 2015. The change in excess income tax benefits have been included in cash flows from financing activities in the Condensed Consolidated Statements of Cash Flows. Stock Option Awards At March 31, 2016, there were no outstanding and exercisable stock options. During the first quarter of 2015, the remaining 7,500 outstanding stock options were exercised at a weighted average exercise price of $9.08 . There were no new grants of stock option awards during the three-month periods ended March 31, 2016 and 2015. Restricted Stock Awards and Performance Unit Awards Under the amended and restated 2006 Omnibus Stock Incentive Plan, the Company grants eligible employees restricted stock and performance unit awards. The forfeitable restricted stock awards granted prior to March 2015 generally time-vest after a four year holding period, and those granted subsequent to March 2015 generally time-vest ratably over a three -year period, unless indicated otherwise by the underlying restricted stock award agreement. Performance unit awards are offered annually under separate three-year long-term incentive plans. Performance units are subject to forfeiture and will be converted into common stock of the Company based upon the Company’s performance relative to performance measures and conversion multiples as defined in the underlying plan. If the Company’s estimate of the number of performance stock awards expected to vest changes in a subsequent accounting period, cumulative compensation expense could increase or decrease. The change will be recognized in the current period for the vested shares and would change future expense over the remaining vesting period. During the quarter ended March 31, 2016, the Compensation Committee approved the 2016 Performance Share Unit Program, the Executive Annual Incentive Compensation Plan (consisting of cash and equity components) and the 2016 Free Cash Flow Program (cash award only) . The Compensation Committee also certified the actual performance achievement of participants in the 2013 Performance Share Unit Program. Actual performance resulted in no payout relative to the target performance metrics. The following table summarizes the restricted stock award and performance unit award activity for the period ended March 31, 2016: Restricted Performance Weighted Average Stock Stock Grant Date Units Units Fair Value Outstanding at December 31, 2015 93,817 35,999 $ 39.66 Granted 43,283 129,844 12.59 Vested (35,953) - 29.45 Adjustment for incentive awards not expected to vest - (93,103) 24.79 Canceled (5,021) (9,050) 17.14 Outstanding at March 31, 2016 96,126 63,690 $ 22.67 |
Retirement Plans
Retirement Plans | 3 Months Ended |
Mar. 31, 2016 | |
Retirement Plans [Abstract] | |
RETIREMENT PLANS | 12. RETIREMENT PLANS Retirement Plans The Company has seven retirement plans which cover its hourly and salaried employees in the United States: three defined benefit plans ( one active / two frozen) and four defined contribution plans. Employees are eligible to participate in the appropriate plan based on employment classification. The Company's funding contributions 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 two defined contribution plans and a defined benefit plan. United States Defined Benefit Plans Net periodic pension costs for the United States defined benefit pension plans for the three-month periods ended March 31, 2016 and 2015 are as follows: Three Months Ended March 31, 2016 2015 Service cost $ 9 $ 10 Interest cost 186 185 Expected return on plan assets (179) (204) Recognized net actuarial loss 69 69 Net periodic pension cost $ 85 $ 60 The Company does not expect to contribute to its United States defined benefit plans in 2016. United Kingdom Defined Benefit Plans Net periodic pension costs for the United Kingdom defined benefit pension plan for the three-month periods ended March 31, 2016 and 2015 are as follows: Three Months Ended March 31, 2016 2015 Interest cost $ 75 $ 76 Expected return on plan assets (84) (83) Amortization of prior service costs and transition amount 5 5 Recognized net actuarial loss 39 58 Net periodic pension cost $ 35 $ 56 United Kingdom regulations require trustees to adopt a prudent approach to funding required contributions to defined benefit pension plans. Employer contributions of approximately $ 270 are anticipated to the United Kingdom L.B. Foster Rail Technologies, Inc. pension plan during 2016. For the three months ended March 31, 2016, the Company contributed approximately $ 70 to the plan. Defined Contribution Plans The Company sponsors eight defined contribution plans for hourly and salaried employees across our domestic and international facilities. The following table summarizes the expense associated with the contributions made to these plans. March 31, 2016 2015 United States $ 691 $ 682 Canada 50 59 United Kingdom 58 83 $ 799 $ 824 |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingent Liabilities [Abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | 13. 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. The 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 product warranty accrual: Warranty Liability Balance at December 31, 2015 $ 8,755 Additions to warranty liability 269 Warranty liability utilized (293) Balance at March 31, 2016 $ 8,731 Included within the above table are concrete tie warranty reserves of approximately $ 7,461 and $ 7,544 as of March 31, 2016 and December 31, 2015, respectively. Union Pacific Railroad (UPRR) Concrete Tie Matter On July 12, 2011, UPRR notified (the “UPRR Notice”) the Company and its subsidiary, CXT Incorporated (“CXT”), of a warranty claim under CXT’s 2005 supply contract relating to the sale of pre-stressed concrete railroad ties to UPRR. UPRR asserted that a significant percentage of concrete ties manufactured in 2006 through 2011 at CXT’s Grand Island, NE facility failed to meet contract specifications, had workmanship defects and were cracking and failing prematurely. Of the 3.0 million ties manufactured between 1998 and 2011 from the Grand Island, NE facility, approximately 1.6 million ties were sold during the period UPRR had claimed nonconformance. The 2005 contract called for each concrete tie which failed to conform to the specifications or had a material defect in workmanship to be replaced with 1.5 new concrete ties, provided, that, within five years of the sale of a concrete tie, UPRR notified CXT of such failure to conform or such defect in workmanship. The UPRR Notice did not specify how many ties manufactured during this period were defective nor the exact nature of the alleged workmanship defect. Following the UPRR Notice, the Company worked with material scientists and pre-stressed concrete experts to test a representative sample of Grand Island, NE concrete ties and assess warranty claims for certain concrete ties made in its Grand Island, NE facility between 1998 and 2011. The Company discontinued manufacturing operations in Grand Island, NE in early 2011. 2012 During 2012, the Company completed sufficient testing and analysis to further understand this matter. Based upon testing results and expert analysis, the Company believed it discovered conditions, which largely related to the 2006 to 2007 manufacturing period, that can shorten the life of the concrete ties produced during this period. During the fourth quarter of 2012 and first quarter of 2013, the Company reached agreement with UPRR on several matters including a process for the Company and UPRR to work together to identify, prioritize, and replace defective ties that meet the criteria for replacement. This process applies to the ties the Company shipped to UPRR from its Grand Island, NE facility from 1998 to 2011. During most of this period the Company’s warranty policy for UPRR carried a 5 year warranty with a 1.5:1 replacement ratio for any defective ties. In order to accommodate UPRR and other customer concerns, the Company also reverted to a previously used warranty policy providing a 15-year warranty with a 1:1 replacement ratio. This change provided an additional 10 years of warranty protection. In the amended 2005 supply agreement, the Company and UPRR also extended the supply of Tucson ties by five years and agreed on a cash payment of $12,000 to UPRR as compensation for concrete ties already replaced by UPRR during the investigation period. During 2012, as a result of the testing that the Company conducted on concrete ties manufactured at its former Grand Island, NE facility and the developments related to UPRR and other customer matters, the Company recorded pre-tax warranty charges of $22,000 in “Cost of Goods Sold” within its Rail Products and Services segment based on the Company’s estimate of the number of defective concrete ties that will ultimately require replacement during the applicable warranty periods. 2013 Throughout 2013, at UPRR’s request and under the terms of the amended 2005 supply agreement, the Company provided warranty replacement concrete ties for use across certain UPRR subdivisions. The Company attempted to reconcile the quantity of warranty claims for ties replaced and obtain supporting detail for the ties removed. The Company believes that UPRR did not replace concrete ties in accordance with the amended agreement and has not furnished adequate documentation throughout the replacement process in these subdivisions to support its full warranty claim. Based on the information received by the Company to date, the Company believes that a significant number of ties which UPRR replaced in these subdivisions did not meet the criteria to be covered as warranty replacement ties under the amended 2005 supply agreement. The disagreement related to the 2013 warranty replacement activity includes approximately 170,000 ties where the Company provided detailed documentation supporting our position with reason codes that detail why these ties are not eligible for a warranty claim. In late November 2013, the Company received notice from UPRR asserting a material breach of the amended 2005 supply agreement. UPRR’s notice asserted that the failure to honor its claims for warranty ties in these subdivisions was a material breach. Following receipt of this notice, the Company provided information to UPRR to refute UPRR’s claim of breach and included the reconciliation of warranty claims supported by substantial findings from the Company’s track observation team, all within the 90 day cure period. The Company also proposed further discussions to reach agreement on reconciliation for 2013 replacement activities and future replacement activities and a recommended process that will ensure future replacement activities are done with appropriate documentation and per the terms of the amended 2005 supply agreement. 2014 During the first quarter of 2014, the Company further responded within the 90 day cure period to UPRR’s claim and presented a reconciliation for the subdivisions at issue. This proposed reconciliation was based on empirical data and visual observation from Company employees that were present during the replacement process for a substantial majority of the concrete ties replaced. The Company spent considerable time documenting facts related to concrete tie condition and track condition to assess whether the ties replaced met the criteria to be eligible for replacement under the terms of the amended 2005 supply agreement. During 2014, the Company increased its accrual by an additional $8,766 based on revised estimates of ties to be replaced based upon scientific testing and other analysis, adjusted for ties already provided to UPRR. The Company continued to work with UPRR to identify, replace, and reconcile defective ties related to the warranty claim in accordance with the amended 2005 supply agreement. The Company and UPRR met during the third quarter of 2014 to evaluate each other’s position in an effort to work towards agreement on the unreconciled 2013 and 2014 replacement activity as well as the standards and practices to be implemented for future replacement activity and warranty tie replacement. In November and December of 2014, the Company received additional notices from UPRR asserting that ties manufactured in 2000 were defective and again asserting material breaches of the amended 2005 supply agreement relating to warranty tie replacements as well as certain new ties provided to UPRR being out of specification. As of December 31, 2014, the Company and UPRR had not been able to reconcile the disagreement related to the 2013 and 2014 warranty replacement activity. The disagreement relating to the 2014 warranty replacement activity includes approximately 90,100 ties that the Company believes are not warranty-eligible. 2015 On January 23, 2015, UPRR filed a Complaint and Demand for Jury Trial in the District Court for Douglas County, NE against the Company and its subsidiary, CXT, asserting, among other matters, that the Company breached its express warranty, breached an implied covenant of good faith and fair dealing, anticipatorily repudiated its warranty obligations, and that UPRR’s exclusive and limited remedy provisions in the supply agreement have failed of their essential purpose which entitles UPRR to recover all incidental and consequential damages. The Complaint seeks to cancel all duties of UPRR under the contract, to adjudge the Company as having no remaining rights under the contracts, and to recover damages in an amount to be determined at trial for the value of unfulfilled warranty replacement ties and ties likely to become warranty eligible, for costs of cover for replacement ties, and for various incidental and consequential damages. The amended 2005 supply agreement provides that UPRR’s exclusive remedy is to receive a replacement tie that meets the contract specifications for each tie that failed to meet the contract specifications or otherwise contained a material defect provided that the Company receives written notice of such failure or defect within 15 years after that tie was produced. The amended 2005 supply agreement provides that the Company’s warranty does not apply to ties that (a) have been repaired or altered without the Company’s written consent in such a way as to affect the stability or reliability thereof, (b) have been subject to misuse, negligence, or accident, or (c) have been improperly maintained or used contrary to the specifications for which such ties were produced. The amended 2005 supply agreement also continues to provide that the Company’s warranty is in lieu of all other express or implied warranties and that neither party shall be subject to or liable for any incidental or consequential damages to the other party. The dispute is largely based on (1) claims submitted that the Company believes are for ties claimed for warranty replacement inaccurately rated that are not the responsibility of the Company and claims that do not meet the criteria of a warranty replacement and (2) UPRR’s assertion, which the Company vigorously disputes, that UPRR in future years will be entitled to warranty replacement ties for virtually all of the Grand Island ties. Many thousands of Grand Island ties have been performing in track for over ten years. In addition, a significant amount of Grand Island ties were rated by both parties in the excellent category of the rating system. In June 2015, UPRR delivered an additional notice alleging defects in ties produced in the Company’s Tucson and Spokane locations and other claimed material breaches which the Company contends are unfounded. The Company again responded to UPRR that it was not in material breach of the amended 2005 supply agreement relating to warranty tie replacements and that new ties being manufactured complied with the specifications provided by UPRR. On June 16 and 17, 2015, UPRR issued formal notice of the termination of the concrete tie supply agreement as well as the termination of the lease agreement at the Tucson, AZ production facility and rejection and revocation of its prior acceptance of certain ties manufactured at the Company’s Spokane, WA production facility. Since that time, UPRR has discontinued submitting purchase orders to the Company for shipment of warranty replacement ties. On May 29, 2015, the Company and CXT filed an Answer, Affirmative Defenses and Counterclaims in response to the Complaint, denying liability to UPRR. As a result of UPRR’s subsequent June 16-17, 2015 actions and certain related conduct, the Company on October 5, 2015 amended the pending Answer, Affirmative Defenses and Counterclaims to add, among other things, assertions that UPRR’s conduct in question was wrongful and unjustified and constituted additional grounds for the affirmative defenses to UPRR’s claims and also for the Company’s counterclaims. By Scheduling Order dated September 3, 2015, a December 30, 2016 deadline for the completion of fact discovery has been established and trial may proceed at some future date after March 3, 2017, although no trial date has been set. 2016 During the first three months of 2016, there were no material changes to the UPRR matter and the parties continue conducting discovery. The Company continues to engage in discussions in an effort to resolve the UPRR matter. However, we cannot predict that such discussions will be successful, or that the results of the litigation with UPRR, or any settlement or judgment amounts will reasonably approximate our estimated accruals for loss contingencies. Future potential costs pertaining to UPRR’s claims and the outcome of the UPRR litigation could result in a material adverse effect on our results of operations, financial condition, and cash flows. 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. As of March 31, 2016 and December 31, 2015, the Company maintained environmental reserves approximating $ 6,612 and $ 6,640 , respectively. The following table sets forth the Company’s environmental obligation: Environmental liability Balance at December 31, 2015 $ 6,640 Additions to environmental obligations 22 Environmental obligations utilized (50) Balance at March 31, 2016 $ 6,612 The Company is also subject to other legal proceedings and claims that arise in the ordinary course of its business. 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. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Taxes [Abstract] | |
INCOME TAXES | 14. INCOME TAXES The Company’s effective income tax rate for the three months ended March 31, 2016 and 2015 was 31.7 % and 35.7% , respectively. The Company’s effective tax rate for the three months ended March 31, 2016 differed from the federal statutory rate of 35% due to state income taxes, U.S. domestic production activities deductions, and operations in foreign jurisdictions with lower statutory tax rates. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 15. SUBSEQUENT EVENTS Management evaluated all of the 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) | 3 Months Ended |
Mar. 31, 2016 | |
Financial Statements [Abstract] | |
Basis of financial statement presentation [Policy Text Block] | Basis of Presentation 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 U.S. 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, 2016. The year-end Condensed Consolidated Balance Sheet as of December 31, 2015 was derived from audited financial statements. This Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. In this Quarterly Report on Form 10-Q, references to “we,” “us,” “our,” and the “Company” refer collectively to L.B. Foster Company and its consolidated subsidiaries. |
Recently issued accounting standards [Policy Text Block] | Recently issued accounting standards In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606),” (“ASU 2014-09”), which supersedes the revenue recognition requirements in Accounting Standards Codification 605, “Revenue Recognition.” ASU 2014-09 is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. It also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. The Company is currently evaluating its implementation approach and assessing the impact of ASU 2014-09 on our financial position and results of operations. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”. The new accounting requirements include the accounting for, presentation of, and classification of leases. The guidance will result in most leases being capitalized as a right of use asset with a related liability on our balance sheets. The requirements of the new standard are effective for annual reporting periods beginning after December 15, 2018, and interim periods within those annual periods. The Company is in the process of analyzing the impact of ASU 2016-02 on our financial position and results of operations. In March 2016, the FASB issued ASU No. 2016-09, "Compensation—Stock Compensation (Topic 718)." This standard makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies. ASU 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The standard is effective for interim and annual reporting periods beginning after December 15, 2016, although early adoption is permitted. The Company is in the process of analyzing the impact of ASU 2016-09 on our financial position and results of operations. |
Reclassifications [Policy Text Block] | Reclassifications Certain amounts in previously issued financial statements have been reclassified to conform to the current period presentation. These reclassifications separately presented sales of services and cost of services sold to reflect the Company’s increased service offerings attributable to the recent acquisitions disclosed in Note 3. |
Inventories (Policies)
Inventories (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Inventory [Abstract] | |
Inventory, Policy [Policy Text Block] | Inventory is 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. |
Stock-Based Compensation (Polic
Stock-Based Compensation (Policy) | 3 Months Ended |
Mar. 31, 2016 | |
Share-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. |
Business Segments (Tables)
Business Segments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Business Segments [Abstract] | |
Reconciliation of Revenue from Segments to Consolidated [Table Text Block] | Three Months Ended Three Months Ended March 31, 2016 March 31, 2015 Net Segment Net Segment Sales Profit (loss) Sales Profit Rail Products and Services $ 64,292 $ 741 $ 77,676 $ 6,072 Construction Products 31,880 448 34,290 1,228 Tubular and Energy Services 30,138 (1,927) 25,941 1,958 Total $ 126,310 $ (738) $ 137,907 $ 9,258 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block] | Three Months Ended March 31, 2016 2015 (Loss) income for reportable segments $ (738) $ 9,258 Interest expense (1,170) (613) Interest income 55 57 Other (expense) income (715) 803 LIFO income (expense) 73 (6) Equity in (loss) income of nonconsolidated investments (196) 173 Corporate expense, cost of capital elimination, and other unallocated charges (1,458) (3,007) (Loss) Income before income taxes $ (4,149) $ 6,665 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Acquisitions [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Allocation of Purchase Price November 23, 2015 - Tew Plus March 13, 2015 - IOS January 13, 2015 - Tew Current assets $ 4,420 $ 19,877 $ 12,125 Other assets - 708 - Property, plant, and equipment 47 51,453 2,398 Goodwill 822 69,908 * 8,772 Other intangibles 1,074 50,354 14,048 Liabilities assumed (3,597) (23,596) (6,465) Total $ 2,766 $ 168,704 $ 30,878 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | Intangible Asset November 23, 2015 - Tew Plus March 13, 2015 - IOS January 13, 2015 - Tew Trade name $ - $ 2,641 $ 870 Customer relationships 817 41,171 10,035 Technology 203 4,364 2,480 Non-competition agreements 54 2,178 663 Total identified intangible assets $ 1,074 $ 50,354 $ 14,048 |
Goodwill and Other Intangible28
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Other Intangible Assets [Abstract] | |
Schedule of Goodwill [Table Text Block] | Rail Products and Services Construction Products Tubular and Energy Services Total Balance at December 31, 2015 $ 48,188 $ 5,147 $ 28,417 $ 81,752 Foreign currency translation impact (198) - - (198) Balance at March 31, 2016 $ 47,990 $ 5,147 $ 28,417 $ 81,554 |
Schedule of Intangible Assets [Table Text Block] | 2016 2015 Rail Products and Services $ 58,878 $ 59,226 Construction Products 1,348 1,348 Tubular and Energy Services 98,166 98,166 $ 158,392 $ 158,740 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | March 31, 2016 Weighted Average Gross Net Amortization Period Carrying Accumulated Carrying In Years Value Amortization Amount Non-compete agreements 4 $ 6,968 $ (3,008) $ 3,960 Patents 10 390 (136) 254 Customer relationships 16 94,069 (9,954) 84,115 Supplier relationships 5 350 (350) - Trademarks and trade names 13 14,230 (3,329) 10,901 Technology 13 42,385 (10,281) 32,104 $ 158,392 $ (27,058) $ 131,334 December 31, 2015 Weighted Average Gross Net Amortization Period Carrying Accumulated Carrying In Years Value Amortization Amount Non-compete agreements 4 $ 6,984 $ (2,495) $ 4,489 Patents 10 378 (124) 254 Customer relationships 16 94,338 (8,441) 85,897 Supplier relationships 5 350 (335) 15 Trademarks and trade names 13 14,252 (3,025) 11,227 Technology 13 42,438 (9,393) 33,045 $ 158,740 $ (23,813) $ 134,927 |
Schedule of Expected Amortization Expense [Table Text Block] | Amortization Expense 2016 $ 9,780 2017 12,165 2018 11,833 2019 11,102 2020 10,670 2021 and thereafter 75,784 $ 131,334 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Inventory [Abstract] | |
Schedule of Inventory Of Continuing Operations [Table Text Block] | March 31, December 31, 2016 2015 Finished goods $ 54,969 $ 62,547 Work-in-process 21,859 20,178 Raw materials 21,124 19,492 Total inventories at current costs 97,952 102,217 Less: LIFO reserve (5,748) (5,821) $ 92,204 $ 96,396 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Investments [Abstract] | |
Schedule of Variable Interest Entities [Table Text Block] | March 31, December 31, 2016 2015 LB Pipe JV equity method investment $ 4,996 $ 5,246 Loan receivable 575 - Net investment in direct financing lease 960 995 $ 6,531 $ 6,241 |
Schedule of Direct Financing Future Minimum Lease Payments for Capital Leases [Table Text Block] | Minimum Lease Payments 2016 $ 96 2017 140 2018 150 2019 574 $ 960 |
Long-Term Debt and Related Matt
Long-Term Debt and Related Matters (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Long-Term Debt and Related Matters [Abstract] | |
Schedule of Long-term Debt Instruments [Table Text Block] | March 31, December 31, 2016 2015 Revolving credit facility $ 171,495 $ 165,000 Capital leases and financing agreements 3,416 3,754 Total 174,911 168,754 Less current maturities 1,338 1,335 Long-term portion $ 173,573 $ 167,419 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 Fair Value Measurements at Reporting Date Using March 31, 2016 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) December 31, 2015 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Term deposits $ 3,017 $ 3,017 $ - $ - $ 1,939 $ 1,939 $ - $ - Total assets $ 3,017 $ 3,017 $ - $ - $ 1,939 $ 1,939 $ - $ - Interest rate swaps $ 1,786 $ - $ 1,786 $ - $ 196 $ - $ 196 $ - Total liabilities $ 1,786 $ - $ 1,786 $ - $ 196 $ - $ 196 $ - |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Common Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended March 31, 2016 2015 Numerator for basic and diluted earnings per common share - (Loss) income available to common stockholders: Net (loss) income $ (2,832) $ 4,285 Denominator: Weighted average shares outstanding 10,232 10,259 Denominator for basic earnings per common share 10,232 10,259 Effect of dilutive securities: Employee stock options - 2 Other stock compensation plans - 98 Dilutive potential common shares - 100 Denominator for diluted earnings per common share - adjusted weighted average shares outstanding and assumed conversions 10,232 10,359 Basic (loss) earnings per common share $ (0.28) $ 0.42 Diluted (loss) earnings per common share $ (0.28) $ 0.41 Dividends paid per common share $ 0.04 $ 0.04 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Share-based Compensation [Abstract] | |
Schedule of Nonvested Share Activity [Table Text Block] | The following table summarizes the restricted stock award and performance unit award activity for the period ended March 31, 2016: Restricted Performance Weighted Average Stock Stock Grant Date Units Units Fair Value Outstanding at December 31, 2015 93,817 35,999 $ 39.66 Granted 43,283 129,844 12.59 Vested (35,953) - 29.45 Adjustment for incentive awards not expected to vest - (93,103) 24.79 Canceled (5,021) (9,050) 17.14 Outstanding at March 31, 2016 96,126 63,690 $ 22.67 |
Retirement Plans (Tables)
Retirement Plans (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule of Costs of Retirement Plans [Table Text Block] | March 31, 2016 2015 United States $ 691 $ 682 Canada 50 59 United Kingdom 58 83 $ 799 $ 824 |
United States Pension Plans of US Entity, Defined Benefit [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule of Net Benefit Costs [Table Text Block] | Three Months Ended March 31, 2016 2015 Service cost $ 9 $ 10 Interest cost 186 185 Expected return on plan assets (179) (204) Recognized net actuarial loss 69 69 Net periodic pension cost $ 85 $ 60 |
United Kingdom Benefit Plans [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule of Net Benefit Costs [Table Text Block] | Three Months Ended March 31, 2016 2015 Interest cost $ 75 $ 76 Expected return on plan assets (84) (83) Amortization of prior service costs and transition amount 5 5 Recognized net actuarial loss 39 58 Net periodic pension cost $ 35 $ 56 |
Commitments and Contingent Li36
Commitments and Contingent Liabilites (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingent Liabilities [Abstract] | |
Schedule of Product Warranty Liability [Table Text Block] | Warranty Liability Balance at December 31, 2015 $ 8,755 Additions to warranty liability 269 Warranty liability utilized (293) Balance at March 31, 2016 $ 8,731 |
Environmental Loss Contingencies [Table Text Block] | Environmental liability Balance at December 31, 2015 $ 6,640 Additions to environmental obligations 22 Environmental obligations utilized (50) Balance at March 31, 2016 $ 6,612 |
Business Segments (Narrative) (
Business Segments (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2016 | |
Business Segments [Abstract] | |
Capital Charges Rate | 1.00% |
Business Segments (Reconciliati
Business Segments (Reconciliation of Significant Reconciling Items) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting Information [Line Items] | ||
Net sales | $ 126,310 | $ 137,907 |
Segment Profit (Loss) | (738) | 9,258 |
Rail Products and Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 64,292 | 77,676 |
Segment Profit (Loss) | 741 | 6,072 |
Construction Products [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 31,880 | 34,290 |
Segment Profit (Loss) | 448 | 1,228 |
Tubular and Energy Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 30,138 | 25,941 |
Segment Profit (Loss) | $ (1,927) | $ 1,958 |
Business Segments (Reconcilia39
Business Segments (Reconciliation of Operating Profit (Loss) from Segments to Consolidated) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Business Segments [Abstract] | ||
(Loss) income for reportable segments | $ (738) | $ 9,258 |
Interest expense | (1,170) | (613) |
Interest income | 55 | 57 |
Other (expense) income | (715) | 803 |
LIFO income (expense) | 73 | (6) |
Equity in (loss) income of nonconsolidated investment | (196) | 173 |
Corporate expense, cost of capital elimination and other unallocated charges | (1,458) | (3,007) |
(Loss) income from operations, before income taxes | $ (4,149) | $ 6,665 |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) - USD ($) $ in Thousands | Nov. 23, 2015 | Mar. 13, 2015 | Jan. 13, 2015 | Mar. 31, 2016 | Mar. 31, 2015 |
Business Acquisition [Line Items] | |||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 0 | $ 189,200 | |||
TEW Plus LTD [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Acquisition, Effective Date of Acquisition | Nov. 23, 2015 | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 75.00% | ||||
Business Acquisition, Name of Acquired Entity | TEW Plus, LTD ("Tew Plus") | ||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 2,130 | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 2,766 | ||||
Inspection Oilfield Services (IOS) [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Acquisition, Effective Date of Acquisition | Mar. 13, 2015 | ||||
Business Acquisition, Name of Acquired Entity | IOS Holdings, Inc. ("IOS" or "test and inspection services") | ||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 167,404 | ||||
Working capital adjustment | 2,363 | ||||
Earn out provision | 60,000 | ||||
Business Combination, Indemnification Assets, Amount as of Acquisition Date | 7,600 | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 168,704 | ||||
TEW Holdings, LTD [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Acquisition, Effective Date of Acquisition | Jan. 13, 2015 | ||||
Business Acquisition, Name of Acquired Entity | Tew Holdings, LTD ("Tew") | ||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 26,467 | ||||
Working capital adjustment | 4,200 | ||||
Business Combination, Indemnification Assets, Amount as of Acquisition Date | 600 | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 30,878 |
Acquisitions (Allocation of Pur
Acquisitions (Allocation of Purchase Price) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Nov. 23, 2015 | Mar. 13, 2015 | Jan. 13, 2015 | |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 81,554 | $ 81,752 | ||||
TEW Plus LTD [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Current assets | $ 4,420 | |||||
Other assets | 0 | |||||
Property, plant and equipment | 47 | |||||
Goodwill | 822 | |||||
Other intangibles | 1,074 | |||||
Liabilities assumed | (3,597) | |||||
Total | $ 2,766 | |||||
Inspection Oilfield Services (IOS) [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Current assets | $ 19,877 | |||||
Other assets | 708 | |||||
Property, plant and equipment | 51,453 | |||||
Goodwill | [1] | 69,908 | ||||
Other intangibles | 50,354 | |||||
Liabilities assumed | (23,596) | |||||
Total | $ 168,704 | |||||
TEW Holdings, LTD [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Current assets | $ 12,125 | |||||
Other assets | 0 | |||||
Property, plant and equipment | 2,398 | |||||
Goodwill | 8,772 | |||||
Other intangibles | 14,048 | |||||
Liabilities assumed | (6,465) | |||||
Total | $ 30,878 | |||||
[1] | As a result of the impact of the downturn within the energy markets, the expectations of a prolonged period before recovery, and the reduction in active U.S. land oil rig count, the Company performed an interim test for impairment of goodwill during the third quarter of 2015 which resulted in the full impairment of goodwill related to the IOS acquisition. |
Acquisitions (Identifiable Inta
Acquisitions (Identifiable Intangible Assets Acquired) (Details) - USD ($) $ in Thousands | Nov. 23, 2015 | Mar. 13, 2015 | Jan. 13, 2015 |
TEW Plus LTD [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Fair value estimate of acquired identifiable intangible assets | $ 1,074 | ||
TEW Plus LTD [Member] | Trade name [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Fair value estimate of acquired identifiable intangible assets | 0 | ||
TEW Plus LTD [Member] | Customer relationships [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Fair value estimate of acquired identifiable intangible assets | 817 | ||
TEW Plus LTD [Member] | Technology [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Fair value estimate of acquired identifiable intangible assets | 203 | ||
TEW Plus LTD [Member] | Non-compete agreements [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Fair value estimate of acquired identifiable intangible assets | $ 54 | ||
Inspection Oilfield Services (IOS) [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Fair value estimate of acquired identifiable intangible assets | $ 50,354 | ||
Inspection Oilfield Services (IOS) [Member] | Trade name [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Fair value estimate of acquired identifiable intangible assets | 2,641 | ||
Inspection Oilfield Services (IOS) [Member] | Customer relationships [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Fair value estimate of acquired identifiable intangible assets | 41,171 | ||
Inspection Oilfield Services (IOS) [Member] | Technology [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Fair value estimate of acquired identifiable intangible assets | 4,364 | ||
Inspection Oilfield Services (IOS) [Member] | Non-compete agreements [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Fair value estimate of acquired identifiable intangible assets | $ 2,178 | ||
TEW Holdings, LTD [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Fair value estimate of acquired identifiable intangible assets | $ 14,048 | ||
TEW Holdings, LTD [Member] | Trade name [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Fair value estimate of acquired identifiable intangible assets | 870 | ||
TEW Holdings, LTD [Member] | Customer relationships [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Fair value estimate of acquired identifiable intangible assets | 10,035 | ||
TEW Holdings, LTD [Member] | Technology [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Fair value estimate of acquired identifiable intangible assets | 2,480 | ||
TEW Holdings, LTD [Member] | Non-compete agreements [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Fair value estimate of acquired identifiable intangible assets | $ 663 |
Goodwill and Other Intangible43
Goodwill and Other Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets, Gross | $ 158,392 | $ 158,740 | |
Amortization of Intangible Assets | $ 3,266 | $ 2,157 | |
Maximum [Member] | |||
Finite-Lived Intangible Asset, Useful Life | 25 years | ||
Minimum [Member] | |||
Finite-Lived Intangible Asset, Useful Life | 2 years | ||
Weighted Average [Member] | |||
Finite-Lived Intangible Asset, Useful Life | 14 years | ||
Rail Products and Services [Member] | |||
Finite-Lived Intangible Assets, Gross | $ 58,878 | 59,226 | |
Construction Products [Member] | |||
Finite-Lived Intangible Assets, Gross | 1,348 | 1,348 | |
Tubular and Energy Services [Member] | |||
Finite-Lived Intangible Assets, Gross | $ 98,166 | $ 98,166 |
Goodwill and Other Intangible44
Goodwill and Other Intangible Assets (Schedule of Goodwill) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Goodwill [Line Items] | |
Goodwill, Beginning Balance | $ 81,752 |
Foreign currency translation impact | (198) |
Goodwill, Ending Balance | 81,554 |
Rail Products and Services [Member] | |
Goodwill [Line Items] | |
Goodwill, Beginning Balance | 48,188 |
Foreign currency translation impact | (198) |
Goodwill, Ending Balance | 47,990 |
Construction Products [Member] | |
Goodwill [Line Items] | |
Goodwill, Beginning Balance | 5,147 |
Foreign currency translation impact | 0 |
Goodwill, Ending Balance | 5,147 |
Tubular and Energy Services [Member] | |
Goodwill [Line Items] | |
Goodwill, Beginning Balance | 28,417 |
Foreign currency translation impact | 0 |
Goodwill, Ending Balance | $ 28,417 |
Goodwill and Other Intangible45
Goodwill and Other Intangible Assets (Schedule of Intangible Assets) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 158,392 | $ 158,740 |
Accumulated Amortization | (27,058) | (23,813) |
Net Carrying Amount | 131,334 | 134,927 |
Non-compete agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 6,968 | 6,984 |
Accumulated Amortization | (3,008) | (2,495) |
Net Carrying Amount | 3,960 | 4,489 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 390 | 378 |
Accumulated Amortization | (136) | (124) |
Net Carrying Amount | 254 | 254 |
Customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 94,069 | 94,338 |
Accumulated Amortization | (9,954) | (8,441) |
Net Carrying Amount | 84,115 | 85,897 |
Supplier relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 350 | 350 |
Accumulated Amortization | (350) | (335) |
Net Carrying Amount | 0 | 15 |
Trademarks and trade names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 14,230 | 14,252 |
Accumulated Amortization | (3,329) | (3,025) |
Net Carrying Amount | 10,901 | 11,227 |
Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 42,385 | 42,438 |
Accumulated Amortization | (10,281) | (9,393) |
Net Carrying Amount | $ 32,104 | $ 33,045 |
Weighted Average [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period In Years | 14 years | |
Weighted Average [Member] | Non-compete agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period In Years | 4 years | 4 years |
Weighted Average [Member] | Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period In Years | 10 years | 10 years |
Weighted Average [Member] | Customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period In Years | 16 years | 16 years |
Weighted Average [Member] | Supplier relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period In Years | 5 years | 5 years |
Weighted Average [Member] | Trademarks and trade names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period In Years | 13 years | 13 years |
Weighted Average [Member] | Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period In Years | 13 years | 13 years |
Goodwill and Other Intangible46
Goodwill and Other Intangible Assets (Schedule of Expected Amortization Expense) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Goodwill and Other Intangible Assets [Abstract] | ||
2,016 | $ 9,780 | |
2,017 | 12,165 | |
2,018 | 11,833 | |
2,019 | 11,102 | |
2,020 | 10,670 | |
2021 and thereafter | 75,784 | |
Net Carrying Amount | $ 131,334 | $ 134,927 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Accounts Receivable [Abstract] | ||
Allowance for Doubtful Accounts Receivable | $ 1,450 | $ 1,485 |
Inventory (Schedule of Inventor
Inventory (Schedule of Inventory) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Inventory [Abstract] | ||
Finished goods | $ 54,969 | $ 62,547 |
Work-in-process | 21,859 | 20,178 |
Raw materials | 21,124 | 19,492 |
Total inventories at current costs | 97,952 | 102,217 |
Less: LIFO reserve | (5,748) | (5,821) |
Inventory | $ 92,204 | $ 96,396 |
Investments (Narrative) (Detail
Investments (Narrative) (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016USD ($)aproperty | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||
Equity Investments | $ 5,124 | $ 5,321 | |
Equity in Income/(Loss) of Nonconsolidated Investment | (196) | $ 173 | |
Proceeds from Equity Method Investment, Dividends or Distributions, Return of Capital | 0 | 90 | |
LB Pipe & Coupling Products, LLC [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Investments | $ 4,996 | 5,246 | |
Equity Method Investment, Ownership Percentage | 45.00% | ||
Equity Method Investment, Description of Principal Activities | The Company is a member of a joint venture, LB Pipe & Coupling Products, LLC ("LB Pipe JV"), in which it maintains a 45% ownership interest. The LB Pipe JV manufactures, markets, and sells various precision coupling products for the energy, utility, and construction markets and is scheduled to terminate on June 30, 2019. | ||
Equity in Income/(Loss) of Nonconsolidated Investment | $ (250) | $ 189 | |
Line of credit, maximum lending capacity | 750 | ||
Due from Joint Ventures, Current | 575 | ||
Other Investments [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Investments | $ 128 | $ 75 | |
Capital Leased Land [Member] | LB Pipe & Coupling Products, LLC [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Area of Land | a | 5 | ||
Capital Leased Assets, Number of Units | property | 2 | ||
Capital Lease Length Of Renewal Term | 5 years 6 months | ||
Capital Leases, Monthly Rent | $ 17 | ||
Capital Leases Balloon Payment In Direct Financing Leases | $ 488 | ||
Variable Interest Entity, Not Primary Beneficiary, Aggregated Disclosure [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Variable Interest Entity, Methodology for Determining Whether Entity is Primary Beneficiary | Under applicable guidance for variable interest entities in ASC 810, "Consolidation," the Company determined that the LB Pipe 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 LB Pipe JV. Accordingly, the Company concluded that the equity method of accounting remains appropriate. |
Investments (Schedule Of Carryi
Investments (Schedule Of Carrying Amount And Maximum Loss Exposure Of Equity Investments) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
LB Pipe & Coupling Products, LLC [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Maximum exposure to loss | $ 6,531 | $ 6,241 |
LB Pipe JV equity method investment [Member] | LB Pipe & Coupling Products, LLC [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Maximum exposure to loss | 4,996 | 5,246 |
Loan receivable [Member] | LB Pipe & Coupling Products, LLC [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Maximum exposure to loss | 575 | 0 |
Net investment in direct financing lease [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Maximum exposure to loss | $ 960 | $ 995 |
Investments (Schedule of Direct
Investments (Schedule of Direct Financing Future Minimum Lease Payments for Capital Leases Table) (Details) $ in Thousands | Mar. 31, 2016USD ($) |
Investments [Abstract] | |
2,016 | $ 96 |
2,017 | 140 |
2,018 | 150 |
2,019 | 574 |
Capital Leases, Future Minimum Payments Receivable, Total | $ 960 |
Long-Term Debt and Related Ma52
Long-Term Debt and Related Matters (Schedule Of Long-Term Debt Table) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Long-Term Debt and Related Matters [Abstract] | ||
Revolving credit facility | $ 171,495 | $ 165,000 |
Lease obligations payable in installments through 2019 with a weighted average interest rate of 3.09% at December 31, 2015 and 3.50% December 31, 2014 | 3,416 | 3,754 |
Total | 174,911 | 168,754 |
Less current maturities | 1,338 | 1,335 |
Long-term portion | $ 173,573 | $ 167,419 |
Long-Term Debt and Related Ma53
Long-Term Debt and Related Matters (Narrative) (Details) £ in Thousands, $ in Thousands | Mar. 13, 2015USD ($) | Mar. 31, 2016GBP (£) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 23, 2014USD ($) |
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Amount Outstanding | $ 171,495 | $ 165,000 | |||
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A. and Citizens Bank of Pennsylvania [Member] | Prior Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 200,000 | ||||
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company [Member] | Foreign Line of Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000 | ||||
PNC Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company [Member] | Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Initiation Date | Mar. 13, 2015 | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 335,000 | ||||
Debt Instrument, Term | 5 years | ||||
Line of Credit Facility, Borrowing Capacity, Description | The Amended Credit Agreement provides for a five-year, unsecured revolving credit facility that permits borrowings of up to $335,000 for the U.S. borrowers and a sublimit of the equivalent of $25,000 U.S. dollars that is available to the Canadian borrowers. The Amended Credit Agreement's accordion feature permits L.B. Foster to increase the available revolving borrowings under the facility by up to an additional $100,000 subject to L.B. Foster's receipt of increased commitments from existing or new lenders and to certain conditions being satisfied. | ||||
Line of Credit Facility, Provision for Increase in Capacity | $ 100,000 | ||||
Line of Credit Facility, Interest Rate Description | Borrowings under the Amended Credit Agreement will bear interest at rates based upon either the base rate or Euro-rate plus applicable margins. Applicable margins are dictated by the ratio of L.B. Foster's indebtedness less consolidated cash on hand to L.B. Foster's consolidated EBITDA, as defined in the underlying Amended 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 Euro-rate (as defined in the Amended Credit Agreement) plus 1.00%. The base rate and Euro-rate spreads range from 0.00% to 1.50% and 1.00% to 2.50%, respectively. | ||||
Line of Credit Facility, Covenant Terms | The Amended Credit Agreement includes two financial covenants: (a) Leverage Ratio, defined as L.B. Foster's Indebtedness less consolidated cash on hand, in excess of $15,000, divided by L.B. Foster's consolidated EBITDA, which must not exceed 3.25 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 | At March 31, 2016, L.B. Foster was in compliance with the Credit Agreement's covenants.The Amended Credit Agreement permits L.B. Foster to pay dividends, distributions, and make redemptions with respect to its stock provided no event of default or potential default (as defined in the Amended Credit Agreement) has occurred prior to or after giving effect to the dividend, distribution, or redemption. Dividends, distributions, and redemptions are capped at $25,000 per year when funds are drawn on the facility. If no drawings on the facility exist, dividends, distributions, and redemptions in excess of $25,000 per year are subjected to a limitation of $75,000 in the aggregate over the life of the facility. The $75,000 aggregate limitation also permits certain loans, investments, and acquisitions. | ||||
Line of Credit Facility, Amount Outstanding | 444 | ||||
Line of Credit Facility, Current Borrowing Capacity | 163,061 | ||||
Line of Credit Facility, Expiration Date | Mar. 13, 2020 | ||||
NatWest Bank [Member] | Foreign Line of Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | £ 1,500 | 2,154 | |||
Line of Credit Facility, Interest Rate Description | . The interest rate on this facility is the financial institution's base rate plus 1.50%. | ||||
Line of Credit Facility, Amount Outstanding | 0 | ||||
Line of Credit Facility, Current Borrowing Capacity | 2,138 | ||||
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. | ||||
NatWest Bank Outstanding Guarantees [Member] | Foreign Line of Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Amount Outstanding | $ 16 |
Fair Value Measurements (Schedu
Fair Value Measurements (Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets, Fair Value Disclosure | $ 3,017 | $ 1,939 |
Interest rate swap | 1,786 | 196 |
Total Liabilities | 1,786 | 196 |
Non domestic bank certificates of deposit [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | 3,017 | 1,939 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets, Fair Value Disclosure | 3,017 | 1,939 |
Interest rate swap | 0 | 0 |
Total Liabilities | 0 | 0 |
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 | 3,017 | 1,939 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets, Fair Value Disclosure | 0 | 0 |
Interest rate swap | 1,786 | 196 |
Total Liabilities | 1,786 | 196 |
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 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets, Fair Value Disclosure | 0 | 0 |
Interest rate swap | 0 | 0 |
Total Liabilities | 0 | 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 | $ 0 |
Earning Per Common Share (Sched
Earning Per Common Share (Schedule of Earnings Per Share, Basic and Diluted) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Earnings Per Common Share [Abstract] | ||
Net (loss) income | $ (2,832) | $ 4,285 |
Weighted average shares | 10,232 | 10,259 |
Denominator for basic earnings per common share | 10,232 | 10,259 |
Employee stock options | 0 | 2 |
Other stock compensation plans | 0 | 98 |
Dilutive potential common shares | 0 | 100 |
Denominator for diluted earnings per common share - adjusted weighted average shares and assumed conversions | 10,232 | 10,359 |
Basic (loss) earnings per common share | $ (0.28) | $ 0.42 |
Diluted (loss) earnings per common share | (0.28) | 0.41 |
Dividends paid per common share | $ 0.04 | $ 0.04 |
Antidilutive shares excluded from computation of earnings per share | 47 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation | $ (252) | $ 620 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 2,448 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years 3 months | |
Excess income tax (deficiency) benefit from share-based compensation | $ (76) | $ 310 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 7,500 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | 0 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 9.08 | |
Restricted Stock And Performance Shares Combined [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation | $ (252) | $ 620 |
The Omnibus Plan [Member] | Restricted Stock And Performance Shares Combined [Member] | Vesting Period 1 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |
The Omnibus Plan [Member] | Restricted Stock And Performance Shares Combined [Member] | Vesting Period 2 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years |
Stock-Based Compensation (Restr
Stock-Based Compensation (Restricted Stock and Performance Unit Awards) (Details) | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Nonvested Shares, Outstanding, Beginning Balance | 93,817 |
Granted | 43,283 |
Vested | (35,953) |
Adjustment for incentive awards expected to vest | 0 |
Canceled | (5,021) |
Nonvested Shares, Outstanding, Ending Balance | 96,126 |
Performance Shares [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Nonvested Shares, Outstanding, Beginning Balance | 35,999 |
Granted | 129,844 |
Vested | 0 |
Adjustment for incentive awards expected to vest | (93,103) |
Canceled | (9,050) |
Nonvested Shares, Outstanding, Ending Balance | 63,690 |
Restricted Stock And Performance Shares Combined [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Nonvested Shares, Beginning Balance, Weighted Average Grant Date Fair Value | $ / shares | $ 39.66 |
Granted, Weighted Average Grant Date Fair Value | $ / shares | 12.59 |
Vested, Weighted Average Grant Date Fair Value | $ / shares | 29.45 |
Adjustment for incentive awards expected to vest, Weighted Average Grant Date Fair Value | $ / shares | 24.79 |
Canceled, Weighted Average Grant Date Fair Value | $ / shares | 17.14 |
Nonvested Shares, Ending Balance, Weighted Average Grant Date Fair Value | $ / shares | $ 22.67 |
Retirement Plans (Narrative) (D
Retirement Plans (Narrative) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($)contract | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Contribution Plan Number | 8 |
Description of Postemployment Benefits | The Company sponsors eight defined contribution plans for hourly and salaried employees across our domestic and international facilities. The following table summarizes the expense associated with the contributions made to these plans. |
UNITED STATES | |
Defined Benefit Plan Disclosure [Line Items] | |
Number of retirement plans | 7 |
Defined Benefit Plan Number | 3 |
Active Defined Benefit Plan Number | 1 |
Inactive Defined Benefit Plan Number | 2 |
Defined Contribution Plan Number | 4 |
Defined Benefit Plans, Estimated Future Employer Contributions in Current Fiscal Year | $ | $ 0 |
CANADA | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Contribution Plan Number | 2 |
Post-retirement benefit plan number | 1 |
UNITED KINGDOM | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan Number | 1 |
Defined Contribution Plan Number | 2 |
Defined Benefit Plans, Estimated Future Employer Contributions in Current Fiscal Year | $ | $ 270 |
Defined Benefit Plan, Contributions by Employer | $ | $ 70 |
Retirement Plans (Schedule Of N
Retirement Plans (Schedule Of Net Periodic Benefit Costs) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
UNITED STATES | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 9 | $ 10 |
Interest cost | 186 | 185 |
Expected return on plan assets | (179) | (204) |
Recognized net actuarial loss | (69) | (69) |
Net periodic pension cost (income) | 85 | 60 |
UNITED KINGDOM | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Interest cost | 75 | 76 |
Expected return on plan assets | (84) | (83) |
Amortization of transition amount | 5 | 5 |
Recognized net actuarial loss | (39) | (58) |
Net periodic pension cost (income) | $ 35 | $ 56 |
Retirement Plans (Defined Contr
Retirement Plans (Defined Contribution Plans) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Defined Contribution Plan Disclosure [Line Items] | ||
Defined Contribution Plan, Cost Recognized | $ 799 | $ 824 |
UNITED STATES | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Defined Contribution Plan, Cost Recognized | 691 | 682 |
CANADA | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Defined Contribution Plan, Cost Recognized | 50 | 59 |
UNITED KINGDOM | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Defined Contribution Plan, Cost Recognized | $ 58 | $ 83 |
Commitments and Contingent Li61
Commitments and Contingent Liabilites (Narrative) (Details) $ in Thousands, item in Millions | 12 Months Ended | 168 Months Ended | |||
Dec. 31, 2014USD ($) | Dec. 31, 2012USD ($) | Dec. 31, 2011item | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Product Liability Contingency [Line Items] | |||||
Concrete Ties Manufactured | item | 3 | ||||
Standard Product Warranty Accrual | $ 8,731 | $ 8,755 | |||
Accrual for Environmental Loss Contingencies | 6,612 | 6,640 | |||
Reserve for Concrete Ties [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Litigation Settlement, Amount | $ 12,000 | ||||
Product Warranty Expense | $ 22,000 | ||||
Standard Product Warranty Accrual | $ 7,461 | $ 7,544 | |||
Standard Product Warranty Accrual, Period Increase (Decrease) | $ 8,766 | ||||
The UPRR [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Concrete Ties Manufactured | item | 1.6 |
Commitments and Contingent Li62
Commitments and Contingent Liabilities (Schedule of Product Warranty Liability) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Commitments and Contingent Liabilities [Abstract] | |
Balance, Beginning | $ 8,755 |
Additions to warranty liability | 269 |
Warranty liability utilized | (293) |
Balance, Ending | $ 8,731 |
Commitments and Contingent Li63
Commitments and Contingent Liabilities (Environmental Liability) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Commitments and Contingent Liabilities [Abstract] | |
Environmental liability, beginning balance | $ 6,640 |
Additions to environmental obligations | 22 |
Environmental obligations utilized | (50) |
Environmental liability, ending balance | $ 6,612 |
Income Taxes (Reconciliation Of
Income Taxes (Reconciliation Of Income Tax Rates) (Details) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Taxes [Abstract] | ||
Statutory rate | 35.00% | 35.00% |
Effective income tax rate | 31.70% | 35.70% |