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Share Name | Share Symbol | Market | Type |
---|---|---|---|
L B Foster Company | NASDAQ:FSTR | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.12 | 0.52% | 23.37 | 23.29 | 23.82 | 23.37 | 23.16 | 23.18 | 1,232 | 15:01:50 |
☒
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
☐
|
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Pennsylvania
|
|
25-1324733
|
(State of Incorporation)
|
|
(I. R. S. Employer
Identification No.)
|
|
|
|
415 Holiday Drive, Pittsburgh, Pennsylvania
|
|
15220
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
|
|
☐
|
|
Accelerated filer
|
|
☒
|
Non-accelerated filer
|
|
☐ (Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
☐
|
|
|
|
|
Emerging growth company
|
|
☐
|
Class
|
|
|
|
|
Outstanding as of July 31, 2017
|
|
Common Stock, Par Value $0.01
|
|
|
|
|
10,342,346 Shares
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
|
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
35,457
|
|
|
$
|
30,363
|
|
Accounts receivable - net
|
|
77,041
|
|
|
66,632
|
|
||
Inventories - net
|
|
84,588
|
|
|
83,243
|
|
||
Prepaid income tax
|
|
1,150
|
|
|
14,166
|
|
||
Other current assets
|
|
6,648
|
|
|
5,200
|
|
||
Total current assets
|
|
204,884
|
|
|
199,604
|
|
||
Property, plant, and equipment - net
|
|
101,553
|
|
|
103,973
|
|
||
Other assets:
|
|
|
|
|
||||
Goodwill
|
|
19,431
|
|
|
18,932
|
|
||
Other intangibles - net
|
|
60,611
|
|
|
63,519
|
|
||
Investments
|
|
3,976
|
|
|
4,031
|
|
||
Other assets
|
|
2,555
|
|
|
2,964
|
|
||
Total assets
|
|
$
|
393,010
|
|
|
$
|
393,023
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
57,161
|
|
|
$
|
37,744
|
|
Deferred revenue
|
|
5,830
|
|
|
7,597
|
|
||
Accrued payroll and employee benefits
|
|
8,444
|
|
|
7,497
|
|
||
Accrued warranty
|
|
9,168
|
|
|
10,154
|
|
||
Current maturities of long-term debt
|
|
10,051
|
|
|
10,386
|
|
||
Other accrued liabilities
|
|
8,823
|
|
|
8,953
|
|
||
Total current liabilities
|
|
99,477
|
|
|
82,331
|
|
||
Long-term debt
|
|
127,933
|
|
|
149,179
|
|
||
Deferred tax liabilities
|
|
11,187
|
|
|
11,371
|
|
||
Other long-term liabilities
|
|
16,911
|
|
|
16,891
|
|
||
Stockholders' equity:
|
|
|
|
|
||||
Common stock, par value $0.01, authorized 20,000,000 shares; shares issued at June 30, 2017 and December 31, 2016, 11,115,779; shares outstanding at June 30, 2017 and December 31, 2016, 10,342,346 and 10,312,625, respectively
|
|
111
|
|
|
111
|
|
||
Paid-in capital
|
|
43,952
|
|
|
44,098
|
|
||
Retained earnings
|
|
134,270
|
|
|
133,667
|
|
||
Treasury stock - at cost, common stock, shares at June 30, 2017 and December 31, 2016, 773,433 and 803,154, respectively
|
|
(18,678
|
)
|
|
(19,336
|
)
|
||
Accumulated other comprehensive loss
|
|
(22,153
|
)
|
|
(25,289
|
)
|
||
Total stockholders' equity
|
|
137,502
|
|
|
133,251
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
$
|
393,010
|
|
|
$
|
393,023
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
(Unaudited)
|
|
(Unaudited)
|
||||||||||||
Sales of goods
|
|
$
|
117,727
|
|
|
$
|
118,070
|
|
|
$
|
215,356
|
|
|
$
|
225,985
|
|
Sales of services
|
|
27,133
|
|
|
17,924
|
|
|
48,206
|
|
|
36,319
|
|
||||
Total net sales
|
|
144,860
|
|
|
135,994
|
|
|
263,562
|
|
|
262,304
|
|
||||
Cost of goods sold
|
|
94,291
|
|
|
92,638
|
|
|
173,692
|
|
|
179,031
|
|
||||
Cost of services sold
|
|
22,833
|
|
|
15,543
|
|
|
40,882
|
|
|
31,500
|
|
||||
Total cost of sales
|
|
117,124
|
|
|
108,181
|
|
|
214,574
|
|
|
210,531
|
|
||||
Gross profit
|
|
27,736
|
|
|
27,813
|
|
|
48,988
|
|
|
51,773
|
|
||||
Selling and administrative expenses
|
|
20,578
|
|
|
23,317
|
|
|
39,805
|
|
|
46,134
|
|
||||
Amortization expense
|
|
1,695
|
|
|
2,789
|
|
|
3,454
|
|
|
6,055
|
|
||||
Asset impairments
|
|
—
|
|
|
128,938
|
|
|
—
|
|
|
128,938
|
|
||||
Interest expense
|
|
2,181
|
|
|
1,652
|
|
|
4,289
|
|
|
2,822
|
|
||||
Interest income
|
|
(54
|
)
|
|
(52
|
)
|
|
(110
|
)
|
|
(107
|
)
|
||||
Equity in (income) loss of nonconsolidated investments
|
|
(145
|
)
|
|
487
|
|
|
55
|
|
|
683
|
|
||||
Other (income) expense
|
|
(18
|
)
|
|
107
|
|
|
(13
|
)
|
|
822
|
|
||||
|
|
24,237
|
|
|
157,238
|
|
|
47,480
|
|
|
185,347
|
|
||||
Income (loss) before income taxes
|
|
3,499
|
|
|
(129,425
|
)
|
|
1,508
|
|
|
(133,574
|
)
|
||||
Income tax expense (benefit)
|
|
475
|
|
|
(37,429
|
)
|
|
906
|
|
|
(38,746
|
)
|
||||
Net income (loss)
|
|
$
|
3,024
|
|
|
$
|
(91,996
|
)
|
|
$
|
602
|
|
|
$
|
(94,828
|
)
|
Basic earnings (loss) per common share
|
|
$
|
0.29
|
|
|
$
|
(8.96
|
)
|
|
$
|
0.06
|
|
|
$
|
(9.25
|
)
|
Diluted earnings (loss) per common share
|
|
$
|
0.29
|
|
|
$
|
(8.96
|
)
|
|
$
|
0.06
|
|
|
$
|
(9.25
|
)
|
Dividends paid per common share
|
|
$
|
—
|
|
|
$
|
0.04
|
|
|
$
|
—
|
|
|
$
|
0.08
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
(Unaudited)
|
|
(Unaudited)
|
||||||||||||
Net income (loss)
|
|
$
|
3,024
|
|
|
$
|
(91,996
|
)
|
|
$
|
602
|
|
|
$
|
(94,828
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
|
2,228
|
|
|
(2,660
|
)
|
|
3,116
|
|
|
(2,007
|
)
|
||||
Unrealized loss on cash flow hedges, net of tax benefit of $0, $291 and $0, $903
|
|
(202
|
)
|
|
(455
|
)
|
|
(201
|
)
|
|
(1,423
|
)
|
||||
Reclassification of pension liability adjustments to earnings, net of tax expense of $0, $38 and $0, $77*
|
|
112
|
|
|
74
|
|
|
221
|
|
|
150
|
|
||||
Other comprehensive income (loss)
|
|
2,138
|
|
|
(3,041
|
)
|
|
3,136
|
|
|
(3,280
|
)
|
||||
Comprehensive income (loss)
|
|
$
|
5,162
|
|
|
$
|
(95,037
|
)
|
|
$
|
3,738
|
|
|
$
|
(98,108
|
)
|
*
|
Reclassifications out of accumulated other comprehensive loss for pension obligations are charged to selling and administrative expense.
|
|
|
Six Months Ended
June 30, |
||||||
|
|
2017
|
|
2016
|
||||
|
|
(Unaudited)
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
602
|
|
|
$
|
(94,828
|
)
|
Adjustments to reconcile net income (loss) to cash provided by operating activities:
|
|
|
|
|
||||
Deferred income taxes
|
|
(432
|
)
|
|
(38,475
|
)
|
||
Depreciation
|
|
6,527
|
|
|
7,325
|
|
||
Amortization
|
|
3,454
|
|
|
6,055
|
|
||
Asset impairments
|
|
—
|
|
|
128,938
|
|
||
Equity loss of nonconsolidated investments
|
|
55
|
|
|
683
|
|
||
Loss on sales and disposals of property, plant, and equipment
|
|
122
|
|
|
240
|
|
||
Stock-based compensation
|
|
725
|
|
|
555
|
|
||
Income tax deficiency from stock-based compensation
|
|
—
|
|
|
124
|
|
||
Change in operating assets and liabilities
|
|
|
|
|
||||
Accounts receivable
|
|
(9,951
|
)
|
|
(2,755
|
)
|
||
Inventories
|
|
(487
|
)
|
|
(231
|
)
|
||
Other current assets
|
|
(1,439
|
)
|
|
(959
|
)
|
||
Prepaid income tax
|
|
12,867
|
|
|
(4,262
|
)
|
||
Other noncurrent assets
|
|
474
|
|
|
(60
|
)
|
||
Accounts payable
|
|
19,534
|
|
|
3,784
|
|
||
Deferred revenue
|
|
(1,839
|
)
|
|
2,412
|
|
||
Accrued payroll and employee benefits
|
|
878
|
|
|
(2,658
|
)
|
||
Other current liabilities
|
|
(1,167
|
)
|
|
812
|
|
||
Other liabilities
|
|
(2
|
)
|
|
(145
|
)
|
||
Net cash provided by operating activities
|
|
29,921
|
|
|
6,555
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
||||
Proceeds from the sale of property, plant, and equipment
|
|
143
|
|
|
768
|
|
||
Capital expenditures on property, plant, and equipment
|
|
(4,597
|
)
|
|
(5,070
|
)
|
||
Loans and capital contributions to equity method investment
|
|
—
|
|
|
(575
|
)
|
||
Net cash used by investing activities
|
|
(4,454
|
)
|
|
(4,877
|
)
|
|
|
Six Months Ended
June 30, |
||||||
|
|
2017
|
|
2016
|
||||
|
|
(Unaudited)
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
||||
Repayments of debt
|
|
(82,553
|
)
|
|
(68,174
|
)
|
||
Proceeds from debt
|
|
60,972
|
|
|
67,789
|
|
||
Financing fees
|
|
—
|
|
|
(712
|
)
|
||
Treasury stock acquisitions
|
|
(97
|
)
|
|
(265
|
)
|
||
Cash dividends on common stock paid to shareholders
|
|
—
|
|
|
(829
|
)
|
||
Income tax deficiency from stock-based compensation
|
|
—
|
|
|
(124
|
)
|
||
Net cash used by financing activities
|
|
(21,678
|
)
|
|
(2,315
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
1,305
|
|
|
130
|
|
||
Net increase (decrease) in cash and cash equivalents
|
|
5,094
|
|
|
(507
|
)
|
||
Cash and cash equivalents at beginning of period
|
|
30,363
|
|
|
33,312
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
35,457
|
|
|
$
|
32,805
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
||||
Interest paid
|
|
$
|
3,896
|
|
|
$
|
2,211
|
|
Income taxes (received) paid, net
|
|
$
|
(11,480
|
)
|
|
$
|
3,987
|
|
|
|
Three Months Ended
June 30, 2017 |
|
Six Months Ended
June 30, 2017 |
||||||||||||
|
|
Net Sales
|
|
Segment Profit (Loss)
|
|
Net Sales
|
|
Segment Profit (Loss)
|
||||||||
Rail Products and Services
|
|
$
|
69,347
|
|
|
$
|
3,977
|
|
|
$
|
125,827
|
|
|
$
|
5,466
|
|
Construction Products
|
|
45,465
|
|
|
4,551
|
|
|
82,787
|
|
|
5,770
|
|
||||
Tubular and Energy Services
|
|
30,048
|
|
|
(17
|
)
|
|
54,948
|
|
|
(525
|
)
|
||||
Total
|
|
$
|
144,860
|
|
|
$
|
8,511
|
|
|
$
|
263,562
|
|
|
$
|
10,711
|
|
|
|
Three Months Ended
June 30, 2016 |
|
Six Months Ended
June 30, 2016 |
||||||||||||
|
|
Net Sales
|
|
Segment Profit (Loss)
|
|
Net Sales
|
|
Segment Profit (Loss)
|
||||||||
Rail Products and Services
|
|
$
|
67,503
|
|
|
$
|
(25,168
|
)
|
|
$
|
131,795
|
|
|
$
|
(24,427
|
)
|
Construction Products
|
|
40,348
|
|
|
3,944
|
|
|
72,228
|
|
|
4,392
|
|
||||
Tubular and Energy Services
|
|
28,143
|
|
|
(102,983
|
)
|
|
58,281
|
|
|
(104,910
|
)
|
||||
Total
|
|
$
|
135,994
|
|
|
$
|
(124,207
|
)
|
|
$
|
262,304
|
|
|
$
|
(124,945
|
)
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Profit (loss) for reportable segments
|
|
$
|
8,511
|
|
|
$
|
(124,207
|
)
|
|
$
|
10,711
|
|
|
$
|
(124,945
|
)
|
Interest expense
|
|
(2,181
|
)
|
|
(1,652
|
)
|
|
(4,289
|
)
|
|
(2,822
|
)
|
||||
Interest income
|
|
54
|
|
|
52
|
|
|
110
|
|
|
107
|
|
||||
Other income (expense)
|
|
18
|
|
|
(107
|
)
|
|
13
|
|
|
(822
|
)
|
||||
LIFO (expense) income
|
|
(192
|
)
|
|
452
|
|
|
(181
|
)
|
|
525
|
|
||||
Equity in income (loss) of nonconsolidated investments
|
|
145
|
|
|
(487
|
)
|
|
(55
|
)
|
|
(683
|
)
|
||||
Corporate expense, cost of capital elimination, and other unallocated charges
|
|
(2,856
|
)
|
|
(3,476
|
)
|
|
(4,801
|
)
|
|
(4,934
|
)
|
||||
Income (loss) before income taxes
|
|
$
|
3,499
|
|
|
$
|
(129,425
|
)
|
|
$
|
1,508
|
|
|
$
|
(133,574
|
)
|
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
Rail Products and Services
|
|
$
|
186,588
|
|
|
$
|
174,049
|
|
Construction Products
|
|
81,953
|
|
|
81,074
|
|
||
Tubular and Energy Services
|
|
99,076
|
|
|
100,006
|
|
||
Unallocated corporate assets
|
|
25,393
|
|
|
37,894
|
|
||
Total
|
|
$
|
393,010
|
|
|
$
|
393,023
|
|
|
|
Rail Products and
Services |
|
Construction
Products |
|
Tubular and Energy
Services |
|
Total
|
||||||||
Balance at December 31, 2016
|
|
$
|
13,785
|
|
|
$
|
5,147
|
|
|
$
|
—
|
|
|
$
|
18,932
|
|
Foreign currency translation impact
|
|
499
|
|
|
—
|
|
|
—
|
|
|
499
|
|
||||
Balance at June 30, 2017
|
|
$
|
14,284
|
|
|
$
|
5,147
|
|
|
$
|
—
|
|
|
$
|
19,431
|
|
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
Rail Products and Services
|
|
$
|
57,139
|
|
|
$
|
56,476
|
|
Construction Products
|
|
1,348
|
|
|
1,348
|
|
||
Tubular and Energy Services
|
|
29,179
|
|
|
29,179
|
|
||
|
|
$
|
87,666
|
|
|
$
|
87,003
|
|
|
|
June 30, 2017
|
||||||||||||
|
|
Weighted Average
Amortization Period In Years |
|
Gross
Carrying Value |
|
Accumulated
Amortization |
|
Net
Carrying Amount |
||||||
Non-compete agreements
|
|
5
|
|
$
|
4,215
|
|
|
$
|
(2,639
|
)
|
|
$
|
1,576
|
|
Patents
|
|
10
|
|
377
|
|
|
(150
|
)
|
|
227
|
|
|||
Customer relationships
|
|
18
|
|
37,329
|
|
|
(7,872
|
)
|
|
29,457
|
|
|||
Trademarks and trade names
|
|
14
|
|
10,057
|
|
|
(3,664
|
)
|
|
6,393
|
|
|||
Technology
|
|
14
|
|
35,688
|
|
|
(12,730
|
)
|
|
22,958
|
|
|||
|
|
|
|
$
|
87,666
|
|
|
$
|
(27,055
|
)
|
|
$
|
60,611
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
December 31, 2016
|
||||||||||||
|
|
Weighted Average
Amortization Period In Years |
|
Gross
Carrying Value |
|
Accumulated
Amortization |
|
Net
Carrying Amount |
||||||
Non-compete agreements
|
|
5
|
|
$
|
4,219
|
|
|
$
|
(2,217
|
)
|
|
$
|
2,002
|
|
Patents
|
|
10
|
|
373
|
|
|
(143
|
)
|
|
230
|
|
|||
Customer relationships
|
|
18
|
|
36,843
|
|
|
(6,582
|
)
|
|
30,261
|
|
|||
Trademarks and trade names
|
|
14
|
|
10,018
|
|
|
(3,238
|
)
|
|
6,780
|
|
|||
Technology
|
|
14
|
|
35,550
|
|
|
(11,304
|
)
|
|
24,246
|
|
|||
|
|
|
|
$
|
87,003
|
|
|
$
|
(23,484
|
)
|
|
$
|
63,519
|
|
|
Amortization Expense
|
||
2017
|
$
|
3,543
|
|
2018
|
6,982
|
|
|
2019
|
6,261
|
|
|
2020
|
5,941
|
|
|
2021
|
5,921
|
|
|
2022 and thereafter
|
31,963
|
|
|
|
$
|
60,611
|
|
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
Finished goods
|
|
$
|
45,144
|
|
|
$
|
46,673
|
|
Work-in-process
|
|
23,592
|
|
|
21,716
|
|
||
Raw materials
|
|
19,211
|
|
|
18,032
|
|
||
Total inventories at current costs
|
|
87,947
|
|
|
86,421
|
|
||
Less: LIFO reserve
|
|
(3,359
|
)
|
|
(3,178
|
)
|
||
|
|
$
|
84,588
|
|
|
$
|
83,243
|
|
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
Land
|
|
$
|
14,851
|
|
|
$
|
14,826
|
|
Improvements to land and leaseholds
|
|
17,404
|
|
|
17,408
|
|
||
Buildings
|
|
34,209
|
|
|
33,910
|
|
||
Machinery and equipment, including equipment under capitalized leases
|
|
121,975
|
|
|
118,060
|
|
||
Construction in progress
|
|
1,001
|
|
|
1,291
|
|
||
|
|
189,440
|
|
|
185,495
|
|
||
Less accumulated depreciation and amortization, including accumulated amortization of capitalized leases
|
|
87,887
|
|
|
81,522
|
|
||
|
|
$
|
101,553
|
|
|
$
|
103,973
|
|
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
LB Pipe JV equity method investment
|
|
$
|
3,853
|
|
|
$
|
3,902
|
|
Revolving line of credit
|
|
1,235
|
|
|
1,235
|
|
||
Net investment in direct financing lease
|
|
806
|
|
|
871
|
|
||
|
|
$
|
5,894
|
|
|
$
|
6,008
|
|
|
Minimum Lease Payments
|
||
2017
|
$
|
71
|
|
2018
|
150
|
|
|
2019
|
585
|
|
|
|
$
|
806
|
|
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
Revolving credit facility
|
|
$
|
120,617
|
|
|
$
|
127,073
|
|
Term loan
|
|
15,439
|
|
|
30,000
|
|
||
Capital leases and financing agreements
|
|
1,928
|
|
|
2,492
|
|
||
Total
|
|
137,984
|
|
|
159,565
|
|
||
Less current maturities
|
|
10,051
|
|
|
10,386
|
|
||
Long-term portion
|
|
$
|
127,933
|
|
|
$
|
149,179
|
|
|
|
Fair Value Measurements at Reporting Date and Using
|
|
Fair Value Measurements at Reporting Date and Using
|
||||||||||||||||||||||||||||
|
|
June 30,
2017 |
|
Quoted Prices in Active Markets for Identical Assets
(Level 1) |
|
Significant Other Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
|
December 31,
2016 |
|
Quoted Prices in Active Markets for Identical Assets
(Level 1) |
|
Significant Other Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
||||||||||||||||
Term deposits
|
|
$
|
6,506
|
|
|
$
|
6,506
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16
|
|
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total assets
|
|
$
|
6,506
|
|
|
$
|
6,506
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16
|
|
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swaps
|
|
$
|
405
|
|
|
$
|
—
|
|
|
$
|
405
|
|
|
$
|
—
|
|
|
$
|
334
|
|
|
$
|
—
|
|
|
$
|
334
|
|
|
$
|
—
|
|
Total liabilities
|
|
$
|
405
|
|
|
$
|
—
|
|
|
$
|
405
|
|
|
$
|
—
|
|
|
$
|
334
|
|
|
$
|
—
|
|
|
$
|
334
|
|
|
$
|
—
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Numerator for basic and diluted earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
|
$
|
3,024
|
|
|
$
|
(91,996
|
)
|
|
$
|
602
|
|
|
$
|
(94,828
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding
|
|
10,335
|
|
|
10,263
|
|
|
10,327
|
|
|
10,248
|
|
||||
Denominator for basic earnings per common share
|
|
10,335
|
|
|
10,263
|
|
|
10,327
|
|
|
10,248
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
||||||||
Stock compensation plans
|
|
148
|
|
|
—
|
|
|
200
|
|
|
—
|
|
||||
Dilutive potential common shares
|
|
148
|
|
|
—
|
|
|
200
|
|
|
—
|
|
||||
Denominator for diluted earnings per common share - adjusted weighted average shares outstanding and assumed conversions
|
|
10,483
|
|
|
10,263
|
|
|
10,527
|
|
|
10,248
|
|
||||
Basic earnings (loss) per common share
|
|
$
|
0.29
|
|
|
$
|
(8.96
|
)
|
|
$
|
0.06
|
|
|
$
|
(9.25
|
)
|
Diluted earnings (loss) per common share
|
|
$
|
0.29
|
|
|
$
|
(8.96
|
)
|
|
$
|
0.06
|
|
|
$
|
(9.25
|
)
|
Dividends paid per common share
|
|
$
|
—
|
|
|
$
|
0.04
|
|
|
$
|
—
|
|
|
$
|
0.08
|
|
|
|
Restricted
Stock |
|
Deferred
Stock |
|
Performance
Stock Units |
|
Weighted Average
Grant Date Fair Value |
|||||
Outstanding at December 31, 2016
|
|
79,272
|
|
|
—
|
|
|
63,690
|
|
|
$
|
21.66
|
|
Granted
|
|
167,404
|
|
|
20,175
|
|
|
112,208
|
|
|
14.06
|
|
|
Vested
|
|
(21,808
|
)
|
|
—
|
|
|
—
|
|
|
28.08
|
|
|
Adjustment for incentive awards expected to vest
|
|
—
|
|
|
—
|
|
|
3,871
|
|
|
17.86
|
|
|
Cancelled
|
|
(31,766
|
)
|
|
—
|
|
|
(35,274
|
)
|
|
14.26
|
|
|
Outstanding at June 30, 2017
|
|
193,102
|
|
|
20,175
|
|
|
144,495
|
|
|
$
|
16.37
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Service cost
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
18
|
|
Interest cost
|
|
171
|
|
|
186
|
|
|
342
|
|
|
372
|
|
||||
Expected return on plan assets
|
|
(178
|
)
|
|
(179
|
)
|
|
(355
|
)
|
|
(358
|
)
|
||||
Recognized net actuarial loss
|
|
33
|
|
|
69
|
|
|
65
|
|
|
138
|
|
||||
Net periodic pension cost
|
|
$
|
26
|
|
|
$
|
85
|
|
|
$
|
52
|
|
|
$
|
170
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Interest cost
|
|
$
|
55
|
|
|
$
|
75
|
|
|
$
|
110
|
|
|
$
|
150
|
|
Expected return on plan assets
|
|
(66
|
)
|
|
(84
|
)
|
|
(132
|
)
|
|
(168
|
)
|
||||
Amortization of prior service costs and transition amount
|
|
4
|
|
|
5
|
|
|
8
|
|
|
10
|
|
||||
Recognized net actuarial loss
|
|
71
|
|
|
39
|
|
|
142
|
|
|
78
|
|
||||
Net periodic pension cost
|
|
$
|
64
|
|
|
$
|
35
|
|
|
$
|
128
|
|
|
$
|
70
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
United States
|
|
$
|
410
|
|
|
$
|
445
|
|
|
$
|
861
|
|
|
$
|
1,137
|
|
Canada
|
|
54
|
|
|
67
|
|
|
113
|
|
|
118
|
|
||||
United Kingdom
|
|
98
|
|
|
160
|
|
|
213
|
|
|
218
|
|
||||
|
|
$
|
562
|
|
|
$
|
672
|
|
|
$
|
1,187
|
|
|
$
|
1,473
|
|
|
Warranty Liability
|
||
Balance at December 31, 2016
|
$
|
10,154
|
|
Additions to warranty liability
|
1,341
|
|
|
Warranty liability utilized
|
(2,327
|
)
|
|
Balance at June 30, 2017
|
$
|
9,168
|
|
|
Environmental liability
|
||
Balance at December 31, 2016
|
$
|
6,270
|
|
Additions to environmental obligations
|
4
|
|
|
Environmental obligations utilized
|
(21
|
)
|
|
Balance at June 30, 2017
|
$
|
6,253
|
|
•
|
Allows users to understand the operational performance of our reportable segments;
|
•
|
Provides greater comparability to other registrants with similar businesses and avoids possible non-comparability at the reportable segment pre-tax profit level resulting from our specific corporate cost allocations; and
|
•
|
Facilitates a clearer, market-based perspective on the strength or weakness of our reportable segments in their markets to better aid in investment decisions.
|
Three months ended June 30, 2017
|
|
Rail Products and
Services |
|
Construction
Products |
|
Tubular and Energy
Services |
|
Total
|
||||||||
Reportable Segment Profit (Loss)
|
|
$
|
3,977
|
|
|
$
|
4,551
|
|
|
$
|
(17
|
)
|
|
$
|
8,511
|
|
Segment and Allocated Selling & Administrative
|
|
9,179
|
|
|
4,437
|
|
|
4,451
|
|
|
18,067
|
|
||||
Amortization Expense
|
|
872
|
|
|
37
|
|
|
786
|
|
|
1,695
|
|
||||
Asset Impairments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Non-GAAP Segment Gross Profit
|
|
$
|
14,028
|
|
|
$
|
9,025
|
|
|
$
|
5,220
|
|
|
$
|
28,273
|
|
|
|
|
|
|
|
|
|
|
||||||||
Three months ended June 30, 2016
|
|
Rail Products and
Services |
|
Construction
Products |
|
Tubular and Energy
Services |
|
Total
|
||||||||
Reportable Segment (Loss) Profit
|
|
$
|
(25,168
|
)
|
|
$
|
3,944
|
|
|
$
|
(102,983
|
)
|
|
$
|
(124,207
|
)
|
Segment and Allocated Selling & Administrative
|
|
10,728
|
|
|
4,909
|
|
|
4,320
|
|
|
19,957
|
|
||||
Amortization Expense
|
|
988
|
|
|
38
|
|
|
1,763
|
|
|
2,789
|
|
||||
Asset Impairments
|
|
28,342
|
|
|
—
|
|
|
100,596
|
|
|
128,938
|
|
||||
Non-GAAP Segment Gross Profit
|
|
$
|
14,890
|
|
|
$
|
8,891
|
|
|
$
|
3,696
|
|
|
$
|
27,477
|
|
|
|
|
|
|
|
Percent of Total Net Sales
|
|
|
|||||||||
|
|
Three Months Ended
|
|
Three Months Ended
|
|
Percent
Increase/ (Decrease) |
|||||||||||
|
|
June 30,
|
|
June 30,
|
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017 vs. 2016
|
|||||||
Net Sales:
|
|
|
|
|
|
|
|
|
|
|
|||||||
Rail Products and Services
|
|
$
|
69,347
|
|
|
$
|
67,503
|
|
|
47.9
|
%
|
|
49.6
|
%
|
|
2.7
|
%
|
Construction Products
|
|
45,465
|
|
|
40,348
|
|
|
31.4
|
|
|
29.7
|
|
|
12.7
|
|
||
Tubular and Energy Services
|
|
30,048
|
|
|
28,143
|
|
|
20.7
|
|
|
20.7
|
|
|
6.8
|
|
||
Total net sales
|
|
$
|
144,860
|
|
|
$
|
135,994
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
6.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
Non-GAAP / Reported
Gross Profit Percentage |
|
Percent
Increase/ (Decrease) |
|||||||||
|
|
Three Months Ended
|
|
Three Months Ended
|
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017 vs. 2016
|
|||||||
Gross Profit:
|
|
|
|
|
|
|
|
|
|
|
|||||||
Non-GAAP Rail Products and Services
|
|
$
|
14,028
|
|
|
$
|
14,890
|
|
|
20.2
|
%
|
|
22.1
|
%
|
|
(5.8
|
)%
|
Non-GAAP Construction Products
|
|
9,025
|
|
|
8,891
|
|
|
19.9
|
|
|
22.0
|
|
|
1.5
|
|
||
Non-GAAP Tubular and Energy Services
|
|
5,220
|
|
|
3,696
|
|
|
17.4
|
|
|
13.1
|
|
|
41.2
|
|
||
Non-GAAP Segment gross profit
|
|
28,273
|
|
|
27,477
|
|
|
|
|
|
|
|
|||||
LIFO (expense) income
|
|
(192
|
)
|
|
452
|
|
|
(0.1
|
)
|
|
0.3
|
|
|
(142.5
|
)
|
||
Other
|
|
(345
|
)
|
|
(116
|
)
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
197.4
|
|
||
Total gross profit
|
|
$
|
27,736
|
|
|
$
|
27,813
|
|
|
19.1
|
%
|
|
20.5
|
%
|
|
(0.3
|
)%
|
|
|
|
|
|
|
|
|
Percent
Increase/ (Decrease) |
|||||||||
|
|
|
|
|
|
Percent of Total Net Sales
|
|
||||||||||
|
|
Three Months Ended
|
|
Three Months Ended
|
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017 vs. 2016
|
|||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|||||||
Selling and administrative expenses
|
|
$
|
20,578
|
|
|
$
|
23,317
|
|
|
14.2
|
%
|
|
17.1
|
%
|
|
(11.7
|
)%
|
Amortization expense
|
|
1,695
|
|
|
2,789
|
|
|
1.2
|
|
|
2.1
|
|
|
(39.2
|
)
|
||
Asset impairments
|
|
—
|
|
|
128,938
|
|
|
—
|
|
|
94.8
|
|
|
(100.0
|
)
|
||
Interest expense
|
|
2,181
|
|
|
1,652
|
|
|
1.5
|
|
|
1.2
|
|
|
32.0
|
|
||
Interest income
|
|
(54
|
)
|
|
(52
|
)
|
|
—
|
|
|
—
|
|
|
3.8
|
|
||
Equity in (income) loss of nonconsolidated investments
|
|
(145
|
)
|
|
487
|
|
|
(0.1
|
)
|
|
0.4
|
|
|
(129.8
|
)
|
||
Other (income) expense
|
|
(18
|
)
|
|
107
|
|
|
—
|
|
|
0.1
|
|
|
(116.8
|
)
|
||
Total expenses
|
|
$
|
24,237
|
|
|
$
|
157,238
|
|
|
16.7
|
%
|
|
115.6
|
%
|
|
(84.6
|
)%
|
Income (loss) before income taxes
|
|
$
|
3,499
|
|
|
$
|
(129,425
|
)
|
|
2.4
|
%
|
|
(95.2
|
)%
|
|
102.7
|
%
|
Income tax expense (benefit)
|
|
475
|
|
|
(37,429
|
)
|
|
0.3
|
|
|
(27.5
|
)
|
|
101.3
|
|
||
Net income (loss)
|
|
$
|
3,024
|
|
|
$
|
(91,996
|
)
|
|
2.1
|
%
|
|
(67.6
|
)%
|
|
103.3
|
%
|
|
|
|
|
Three Months Ended
June 30, |
||||||
|
|
2017
|
|
2016
|
||||
|
|
(Unaudited)
|
||||||
Adjusted Diluted Earnings (Loss) Per Share Reconciliation
|
|
|
|
|
||||
Net income (loss), as reported
|
|
$
|
3,024
|
|
|
$
|
(91,996
|
)
|
Asset impairments, net of tax benefits of $38,038
|
|
—
|
|
|
90,900
|
|
||
Adjusted net income (loss)
|
|
$
|
3,024
|
|
|
$
|
(1,096
|
)
|
Average number of common shares outstanding - Diluted
|
|
10,483
|
|
|
10,263
|
|
||
Diluted earnings (loss) per common share, as reported
|
|
$
|
0.29
|
|
|
$
|
(8.96
|
)
|
Diluted earnings (loss) per common share, as adjusted
|
|
$
|
0.29
|
|
|
$
|
(0.11
|
)
|
|
|
Three Months Ended
June 30, |
|
Increase
|
|
Percent
Increase |
|||||||||
|
|
2017
|
|
2016
|
|
2017 vs. 2016
|
|
2017 vs. 2016
|
|||||||
Net Sales
|
|
$
|
69,347
|
|
|
$
|
67,503
|
|
|
$
|
1,844
|
|
|
2.7
|
%
|
Segment Profit (Loss)
|
|
$
|
3,977
|
|
|
$
|
(25,168
|
)
|
|
$
|
29,145
|
|
|
115.8
|
%
|
Segment Profit (Loss) Percentage
|
|
5.7
|
%
|
|
(37.3
|
)%
|
|
43.0
|
%
|
|
115.3
|
%
|
|
|
Three Months Ended
June 30, |
|
Increase
|
|
Percent
Increase |
|||||||||
|
|
2017
|
|
2016
|
|
2017 vs. 2016
|
|
2017 vs. 2016
|
|||||||
Net Sales
|
|
$
|
45,465
|
|
|
$
|
40,348
|
|
|
$
|
5,117
|
|
|
12.7
|
%
|
Segment Profit
|
|
$
|
4,551
|
|
|
$
|
3,944
|
|
|
$
|
607
|
|
|
15.4
|
%
|
Segment Profit Percentage
|
|
10.0
|
%
|
|
9.8
|
%
|
|
0.2
|
%
|
|
2.0
|
%
|
|
|
Three Months Ended
June 30, |
|
Increase
|
|
Percent
Increase |
|||||||||
|
|
2017
|
|
2016
|
|
2017 vs. 2016
|
|
2017 vs. 2016
|
|||||||
Net Sales
|
|
$
|
30,048
|
|
|
$
|
28,143
|
|
|
$
|
1,905
|
|
|
6.8
|
%
|
Segment Loss
|
|
$
|
(17
|
)
|
|
$
|
(102,983
|
)
|
|
$
|
102,966
|
|
|
100.0
|
%
|
Segment Loss Percentage
|
|
(0.1
|
)%
|
|
(365.9
|
)%
|
|
365.8
|
%
|
|
100.0
|
%
|
•
|
Allows users to understand the operational performance of our reportable segments;
|
•
|
Provides greater comparability to other registrants with similar businesses and avoids possible non-comparability at the reportable segment pre-tax profit level resulting from our specific corporate cost allocations; and
|
•
|
Facilitates a clearer, market-based perspective on the strength or weakness of our reportable segments in their markets to better aid in investment decisions.
|
Six months ended June 30, 2017
|
|
Rail Products and
Services |
|
Construction
Products |
|
Tubular and Energy
Services |
|
Total
|
||||||||
Reportable Segment Profit (Loss)
|
|
$
|
5,466
|
|
|
$
|
5,770
|
|
|
$
|
(525
|
)
|
|
$
|
10,711
|
|
Segment and Allocated Selling & Administrative
|
|
17,950
|
|
|
9,214
|
|
|
8,375
|
|
|
35,539
|
|
||||
Amortization Expense
|
|
1,807
|
|
|
75
|
|
|
1,572
|
|
|
3,454
|
|
||||
Asset Impairments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Non-GAAP Segment Gross Profit
|
|
$
|
25,223
|
|
|
$
|
15,059
|
|
|
$
|
9,422
|
|
|
$
|
49,704
|
|
|
|
|
|
|
|
|
|
|
||||||||
Six months ended June 30, 2016
|
|
Rail Products and
Services |
|
Construction
Products |
|
Tubular and Energy
Services |
|
Total
|
||||||||
Reportable Segment (Loss) Profit
|
|
$
|
(24,427
|
)
|
|
$
|
4,392
|
|
|
$
|
(104,910
|
)
|
|
$
|
(124,945
|
)
|
Segment and Allocated Selling & Administrative
|
|
22,928
|
|
|
9,998
|
|
|
8,601
|
|
|
41,527
|
|
||||
Amortization Expense
|
|
1,988
|
|
|
75
|
|
|
3,992
|
|
|
6,055
|
|
||||
Asset Impairments
|
|
28,342
|
|
|
—
|
|
|
100,596
|
|
|
128,938
|
|
||||
Non-GAAP Segment Gross Profit
|
|
$
|
28,831
|
|
|
$
|
14,465
|
|
|
$
|
8,279
|
|
|
$
|
51,575
|
|
|
|
|
|
|
|
Percent of Total Net Sales
|
|
|
|||||||||
|
|
Six Months Ended
|
|
Six Months Ended
|
|
Percent
Increase/ (Decrease) |
|||||||||||
|
|
June 30,
|
|
June 30,
|
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017 vs. 2016
|
|||||||
Net Sales:
|
|
|
|
|
|
|
|
|
|
|
|||||||
Rail Products and Services
|
|
$
|
125,827
|
|
|
$
|
131,795
|
|
|
47.7
|
%
|
|
50.3
|
%
|
|
(4.5
|
)%
|
Construction Products
|
|
82,787
|
|
|
72,228
|
|
|
31.4
|
|
|
27.5
|
|
|
14.6
|
|
||
Tubular and Energy Services
|
|
54,948
|
|
|
58,281
|
|
|
20.9
|
|
|
22.2
|
|
|
(5.7
|
)
|
||
Total net sales
|
|
$
|
263,562
|
|
|
$
|
262,304
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
0.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
Non-GAAP / Reported
Gross Profit Percentage |
|
Percent
Increase/ (Decrease) |
|||||||||
|
|
Six Months Ended
|
|
Six Months Ended
|
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017 vs. 2016
|
|||||||
Gross Profit:
|
|
|
|
|
|
|
|
|
|
|
|||||||
Non-GAAP Rail Products and Services
|
|
$
|
25,223
|
|
|
$
|
28,831
|
|
|
20.0
|
%
|
|
21.9
|
%
|
|
(12.5
|
)%
|
Non-GAAP Construction Products
|
|
15,059
|
|
|
14,465
|
|
|
18.2
|
|
|
20.0
|
|
|
4.1
|
|
||
Non-GAAP Tubular and Energy Services
|
|
9,422
|
|
|
8,279
|
|
|
17.1
|
|
|
14.2
|
|
|
13.8
|
|
||
Non-GAAP Segment gross profit
|
|
49,704
|
|
|
51,575
|
|
|
|
|
|
|
|
|||||
LIFO (expense) income
|
|
(181
|
)
|
|
525
|
|
|
(0.1
|
)
|
|
0.2
|
|
|
(134.5
|
)
|
||
Other
|
|
(535
|
)
|
|
(327
|
)
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
63.6
|
|
||
Total gross profit
|
|
$
|
48,988
|
|
|
$
|
51,773
|
|
|
18.6
|
%
|
|
19.7
|
%
|
|
(5.4
|
)%
|
|
|
|
|
|
|
|
|
Percent
Increase/ (Decrease) |
|||||||||
|
|
|
|
|
|
Percent of Total Net Sales
|
|
||||||||||
|
|
Six Months Ended
|
|
Six Months Ended
|
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017 vs. 2016
|
|||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|||||||
Selling and administrative expenses
|
|
$
|
39,805
|
|
|
$
|
46,134
|
|
|
15.1
|
%
|
|
17.6
|
%
|
|
(13.7
|
)%
|
Amortization expense
|
|
3,454
|
|
|
6,055
|
|
|
1.3
|
|
|
2.3
|
|
|
(43.0
|
)
|
||
Asset impairments
|
|
—
|
|
|
128,938
|
|
|
—
|
|
|
49.2
|
|
|
(100.0
|
)
|
||
Interest expense
|
|
4,289
|
|
|
2,822
|
|
|
1.6
|
|
|
1.1
|
|
|
52.0
|
|
||
Interest income
|
|
(110
|
)
|
|
(107
|
)
|
|
—
|
|
|
—
|
|
|
2.8
|
|
||
Equity in loss of nonconsolidated investments
|
|
55
|
|
|
683
|
|
|
—
|
|
|
0.3
|
|
|
(91.9
|
)
|
||
Other (income) expense
|
|
(13
|
)
|
|
822
|
|
|
—
|
|
|
0.3
|
|
|
(101.6
|
)
|
||
Total expenses
|
|
$
|
47,480
|
|
|
$
|
185,347
|
|
|
18.0
|
%
|
|
70.7
|
%
|
|
(74.4
|
)%
|
Income (loss) before income taxes
|
|
$
|
1,508
|
|
|
$
|
(133,574
|
)
|
|
0.6
|
%
|
|
(50.9
|
)%
|
|
101.1
|
%
|
Income tax expense (benefit)
|
|
906
|
|
|
(38,746
|
)
|
|
0.3
|
|
|
(14.8
|
)
|
|
102.3
|
|
||
Net income (loss)
|
|
$
|
602
|
|
|
$
|
(94,828
|
)
|
|
0.2
|
%
|
|
(36.2
|
)%
|
|
100.6
|
%
|
|
|
|
|
Six Months Ended
June 30, |
||||||
|
|
2017
|
|
2016
|
||||
|
|
(Unaudited)
|
||||||
Adjusted Diluted Earnings (Loss) Per Share Reconciliation
|
|
|
|
|
||||
Net income (loss), as reported
|
|
$
|
602
|
|
|
$
|
(94,828
|
)
|
Asset impairments, net of tax benefits of $38,038
|
|
—
|
|
|
90,900
|
|
||
Adjusted net income (loss)
|
|
$
|
602
|
|
|
$
|
(3,928
|
)
|
Average number of common shares outstanding - Diluted
|
|
10,527
|
|
|
10,248
|
|
||
Diluted earnings (loss) per common share, as reported
|
|
$
|
0.06
|
|
|
$
|
(9.25
|
)
|
Diluted earnings (loss) per common share, as adjusted
|
|
$
|
0.06
|
|
|
$
|
(0.38
|
)
|
|
|
Six Months Ended
June 30, |
|
(Decrease)/Increase
|
|
Percent
(Decrease)/Increase |
|||||||||
|
|
2017
|
|
2016
|
|
2017 vs. 2016
|
|
2017 vs. 2016
|
|||||||
Net Sales
|
|
$
|
125,827
|
|
|
$
|
131,795
|
|
|
$
|
(5,968
|
)
|
|
(4.5
|
)%
|
Segment Profit (Loss)
|
|
$
|
5,466
|
|
|
$
|
(24,427
|
)
|
|
$
|
29,893
|
|
|
122.4
|
%
|
Segment Profit Percentage
|
|
4.3
|
%
|
|
(18.5
|
)%
|
|
22.8
|
%
|
|
123.2
|
%
|
|
|
Six Months Ended
June 30, |
|
Increase
|
|
Percent
Increase |
|||||||||
|
|
2017
|
|
2016
|
|
2017 vs. 2016
|
|
2017 vs. 2016
|
|||||||
Net Sales
|
|
$
|
82,787
|
|
|
$
|
72,228
|
|
|
$
|
10,559
|
|
|
14.6
|
%
|
Segment Profit
|
|
$
|
5,770
|
|
|
$
|
4,392
|
|
|
$
|
1,378
|
|
|
31.4
|
%
|
Segment Profit Percentage
|
|
7.0
|
%
|
|
6.1
|
%
|
|
0.9
|
%
|
|
14.8
|
%
|
|
|
Six Months Ended
June 30, |
|
(Decrease)/Increase
|
|
Percent
(Decrease)/Increase |
|||||||||
|
|
2017
|
|
2016
|
|
2017 vs. 2016
|
|
2017 vs. 2016
|
|||||||
Net Sales
|
|
$
|
54,948
|
|
|
$
|
58,281
|
|
|
$
|
(3,333
|
)
|
|
(5.7
|
)%
|
Segment Loss
|
|
$
|
(525
|
)
|
|
$
|
(104,910
|
)
|
|
$
|
104,385
|
|
|
99.5
|
%
|
Segment Profit Percentage
|
|
(1.0
|
)%
|
|
(180.0
|
)%
|
|
179.0
|
%
|
|
99.4
|
%
|
|
|
Backlog
|
||||||||||
|
|
June 30,
2017 |
|
December 31,
2016 |
|
June 30,
2016 |
||||||
Rail Products and Services
|
|
$
|
78,460
|
|
|
$
|
62,743
|
|
|
$
|
62,580
|
|
Construction Products
|
|
75,540
|
|
|
71,954
|
|
|
66,633
|
|
|||
Tubular and Energy Services
|
|
22,023
|
|
|
12,759
|
|
|
20,033
|
|
|||
Total Backlog
|
|
$
|
176,023
|
|
|
$
|
147,456
|
|
|
$
|
149,246
|
|
|
|
June 30,
|
||||||
|
|
2017
|
|
2016
|
||||
Net cash provided by operating activities
|
|
$
|
29,921
|
|
|
$
|
6,555
|
|
Net cash used by investing activities
|
|
(4,454
|
)
|
|
(4,877
|
)
|
||
Net cash used by financing activities
|
|
(21,678
|
)
|
|
(2,315
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
1,305
|
|
|
130
|
|
||
Net increase (decrease) in cash and cash equivalents
|
|
$
|
5,094
|
|
|
$
|
(507
|
)
|
|
|
Total number of shares purchased (1)
|
|
Average price paid per share
|
|
Total number of shares purchased as part of publicly announced plans or programs (2)
|
|
Approximate dollar value of shares that may yet be purchased under the plans or programs
|
||||||
April 1, 2017 - April 30, 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
29,933
|
|
May 1, 2017 - May 31, 2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,933
|
|
||
June 1, 2017 - June 30, 2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,933
|
|
||
Total
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
29,933
|
|
(1)
|
Shares withheld by the Company to pay taxes upon vesting of restricted stock. These shares do not impact the remaining authorization to repurchase shares under approved plans or programs.
|
(2)
|
On December 9, 2015, the Board of Directors authorized the repurchase of up to $30,000 of the Company’s common shares until December 31, 2017. This authorization became effective January 1, 2016. The $30,000 repurchase authorization is restricted under the terms of the Second Amendment to the Second Amended and Restated Credit Agreement dated March 13, 2015. Dividends, distributions, and redemptions under the Second Amendment are capped at a maximum annual amount of $1,700 throughout the life of the repurchase authorization. For the three-month period ended
June 30, 2017
, there were no share repurchases as part of the authorized program.
|
Exhibit Number
|
|
Description
|
|
|
|
10.1
|
|
Second Amendment dated November 7, 2016 to the Second Amended and Restated Credit Agreement dated March 13, 2015, and as amended by the First Amendment dated June 29, 2016, among Registrant and PNC Bank N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company is incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed on November 8, 2016, File No. 0-10436.
|
|
|
|
*10.2
|
|
Deferred Compensation Plan for Non-Employee Directors under the 2006 Omnibus Incentive Plan.
|
|
|
|
*31.1
|
|
Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
*31.2
|
|
Certification of Chief Accounting Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
*32.0
|
|
Certification of Chief Executive Officer and Chief Accounting Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
*101.INS
|
|
XBRL Instance Document.
|
|
|
|
*101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
*101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
*101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
*101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
*101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
*
|
Exhibits marked with an asterisk are filed herewith.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
L.B. FOSTER COMPANY
|
|
|
|
|
|
|
(Registrant)
|
|
|
|
|
|||
Date:
|
August 4, 2017
|
|
|
|
|
By: /s/ Christopher T. Scanlon
|
|
|
|
|
|
|
Christopher T. Scanlon
|
|
|
|
|
|
|
Controller and Chief Accounting Officer
|
|
|
|
|
|
|
(Duly Authorized Officer of Registrant)
|
Exhibit Number
|
|
Description
|
|
|
|
10.1
|
|
Second Amendment dated November 7, 2016 to the Second Amended and Restated Credit Agreement dated March 13, 2015, and as amended by the First Amendment dated June 29, 2016, among Registrant and PNC Bank N.A., Bank of America, N.A., Wells Fargo Bank, N.A., Citizens Bank of Pennsylvania, and Branch Banking and Trust Company is incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed on November 8, 2016, File No. 0-10436.
|
|
|
|
*10.2
|
|
Deferred Compensation Plan for Non-Employee Directors under the 2006 Omnibus Incentive Plan.
|
|
|
|
*31.1
|
|
Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
*31.2
|
|
Certification of Chief Accounting Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
*32.0
|
|
Certification of Chief Executive Officer and Chief Accounting Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
*101.INS
|
|
XBRL Instance Document.
|
|
|
|
*101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
*101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
*101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
*101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
*101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
*
|
Exhibits marked with an asterisk are filed herewith.
|
1 Year L B Foster Chart |
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