☒
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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☐
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Pennsylvania
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25-1324733
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(State of Incorporation)
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(I. R. S. Employer
Identification No.)
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415 Holiday Drive, Pittsburgh, Pennsylvania
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15220
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Class
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Outstanding as of July 31, 2017
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Common Stock, Par Value $0.01
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10,342,346 Shares
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Page
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June 30,
2017 |
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December 31,
2016 |
||||
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(Unaudited)
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||||
ASSETS
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||||
Current assets:
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||||
Cash and cash equivalents
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$
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35,457
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$
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30,363
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Accounts receivable - net
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77,041
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66,632
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Inventories - net
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84,588
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83,243
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Prepaid income tax
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1,150
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14,166
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Other current assets
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6,648
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5,200
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Total current assets
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204,884
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199,604
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Property, plant, and equipment - net
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101,553
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103,973
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Other assets:
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Goodwill
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19,431
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18,932
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Other intangibles - net
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60,611
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63,519
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Investments
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3,976
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4,031
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Other assets
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2,555
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2,964
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Total assets
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$
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393,010
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$
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393,023
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LIABILITIES AND STOCKHOLDERS' EQUITY
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||||
Current liabilities:
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||||
Accounts payable
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$
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57,161
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$
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37,744
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Deferred revenue
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5,830
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7,597
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Accrued payroll and employee benefits
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8,444
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7,497
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Accrued warranty
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9,168
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10,154
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Current maturities of long-term debt
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10,051
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10,386
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Other accrued liabilities
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8,823
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8,953
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Total current liabilities
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99,477
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82,331
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Long-term debt
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127,933
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149,179
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Deferred tax liabilities
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11,187
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11,371
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Other long-term liabilities
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16,911
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16,891
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Stockholders' equity:
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Common stock, par value $0.01, authorized 20,000,000 shares; shares issued at June 30, 2017 and December 31, 2016, 11,115,779; shares outstanding at June 30, 2017 and December 31, 2016, 10,342,346 and 10,312,625, respectively
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111
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111
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Paid-in capital
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43,952
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44,098
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Retained earnings
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134,270
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133,667
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Treasury stock - at cost, common stock, shares at June 30, 2017 and December 31, 2016, 773,433 and 803,154, respectively
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(18,678
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)
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(19,336
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)
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Accumulated other comprehensive loss
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(22,153
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)
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(25,289
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)
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Total stockholders' equity
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137,502
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133,251
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
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$
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393,010
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$
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393,023
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Three Months Ended
June 30, |
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Six Months Ended
June 30, |
||||||||||||
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2017
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2016
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2017
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2016
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||||||||
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(Unaudited)
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(Unaudited)
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||||||||||||
Sales of goods
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$
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117,727
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$
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118,070
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$
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215,356
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$
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225,985
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Sales of services
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27,133
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17,924
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48,206
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36,319
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Total net sales
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144,860
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135,994
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263,562
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262,304
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Cost of goods sold
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94,291
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92,638
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173,692
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179,031
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Cost of services sold
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22,833
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15,543
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40,882
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31,500
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Total cost of sales
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117,124
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108,181
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214,574
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210,531
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Gross profit
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27,736
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27,813
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48,988
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51,773
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Selling and administrative expenses
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20,578
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23,317
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39,805
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46,134
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Amortization expense
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1,695
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2,789
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3,454
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6,055
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Asset impairments
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—
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128,938
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—
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128,938
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Interest expense
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2,181
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1,652
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4,289
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2,822
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Interest income
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(54
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)
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(52
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)
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(110
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)
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(107
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)
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Equity in (income) loss of nonconsolidated investments
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(145
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)
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487
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55
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683
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Other (income) expense
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(18
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)
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107
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(13
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)
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822
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||||
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24,237
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157,238
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47,480
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185,347
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Income (loss) before income taxes
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3,499
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(129,425
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)
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1,508
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(133,574
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)
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Income tax expense (benefit)
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475
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(37,429
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)
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906
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(38,746
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)
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Net income (loss)
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$
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3,024
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$
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(91,996
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)
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$
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602
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$
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(94,828
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)
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Basic earnings (loss) per common share
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$
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0.29
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$
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(8.96
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)
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$
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0.06
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$
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(9.25
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)
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Diluted earnings (loss) per common share
|
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$
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0.29
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$
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(8.96
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)
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$
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0.06
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$
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(9.25
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)
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Dividends paid per common share
|
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$
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—
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$
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0.04
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$
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—
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$
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0.08
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Three Months Ended
June 30, |
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Six Months Ended
June 30, |
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2017
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2016
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2017
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2016
|
||||||||
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(Unaudited)
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(Unaudited)
|
||||||||||||
Net income (loss)
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$
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3,024
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|
$
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(91,996
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)
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$
|
602
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|
$
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(94,828
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)
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Other comprehensive income (loss), net of tax:
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|
|
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||||||||
Foreign currency translation adjustment
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2,228
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(2,660
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)
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3,116
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(2,007
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)
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Unrealized loss on cash flow hedges, net of tax benefit of $0, $291 and $0, $903
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(202
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)
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(455
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)
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(201
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)
|
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(1,423
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)
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Reclassification of pension liability adjustments to earnings, net of tax expense of $0, $38 and $0, $77*
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|
112
|
|
|
74
|
|
|
221
|
|
|
150
|
|
||||
Other comprehensive income (loss)
|
|
2,138
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|
|
(3,041
|
)
|
|
3,136
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|
|
(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
|
||||
|
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(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.
|
(a)
|
General
. Amounts of Stock that a Participant elects to be deferred into his or her L.B. Foster Deferred Stock Unit Account shall be posted to the account of the Participant in the form of “Deferred Stock Units,” each of which is equivalent in value to one share of Stock on the date such share would otherwise be granted and calculated, in the case that such equity award is expressed in terms of a dollar value on the grant date, by dividing the grant date dollar value of the award by the closing market price per share of the Stock on the NASDAQ Stock Exchange (or other exchange upon which the Stock is then traded or such other applicable method to determine the Stock price as set forth in Section 2.17 of the Omnibus Plan) on such grant date. The value of the Deferred Stock Units posted to the L.B. Foster Deferred Stock Unit
|
(b)
|
Initial Credits for Deferred Stock Unit Amounts
. The number of Deferred Stock Units initially credited to a Participant’s L.B. Foster Deferred Stock Unit Account shall be equal to the number of shares or other units of the Stock based compensation that would have been granted to such Participant.
|
(c)
|
Dividends and Distributions with Respect to Shares of Stock
. Dividends or distributions on the Stock in cash or property (other than Stock) shall
not
result in any credits with respect to any Deferred Stock Units in the Deferred Stock Unit Account. Cash equivalents of any dividends declared on Deferred Stock Units will be deposited into the Participant’s Deferred Cash Account in accordance with Section 9 and distributed in cash on the applicable distribution date.
|
(d)
|
No Brokerage Fees
. Brokerage fees will not be charged against the value of initial deferrals into Deferred Stock Units in the L.B. Foster Deferred Stock Unit Account, either when such Deferred Stock Units are credited to a Participant’s Account or upon distribution of such Deferred Stock Units from a Participant’s Account.
|
(e)
|
Adjustments to Deferred Stock Units in Deferred Stock Unit Account
. In the event of any change in the outstanding shares of Stock by reason of any Stock dividend or split, recapitalization, merger, consolidation, spin-off, reorganization, combination or exchange of shares of Stock, or other similar corporate change, then an equitable equivalent adjustment shall be made in the “Deferred Stock Units” credited to a Participant’s L.B. Foster Deferred Stock Unit Account, taking into account the provisions of Section 22.
|
(f)
|
Irrevocability of Investments in Deferred Stock Unit Account
. Once amounts have been allocated as Deferred Stock Units in a Participant’s L.B. Foster Deferred Stock Unit Account, they may not be reallocated to a Participant’s Cash Account or to any other investment alternative.
|
(g)
|
Form of Payment/Distribution of Deferred Stock Units
. Payment of amounts allocated as Deferred Stock Units in a Participant’s L.B. Foster Deferred Stock Unit Account shall be made by transferring to the Participant a number of shares of Stock equal to the number of whole Deferred Stock Units then distributable, with cash in lieu of any fractional units, and net of any withholding obligations, if any, of the Company with respect to such Stock in a Participant’s L.B. Foster Deferred Stock Unit Account, and shall also be subject to any applicable holding and other requirements of the Omnibus Plan, under which the Deferred Stock Units were granted, or any comparable successor plan under which future Deferred Stock Units may be granted, and/or applicable corporate governance policies adopted by the Company.
|
(a)
|
For each Deferral Period, a Participant may elect to defer up to 100% of Directors Fees by written notice given to the Company prior to the beginning of the calendar year in which the Deferral Period begins. Notwithstanding the foregoing, to the extent permitted by the Committee or its Designated Administrator, a new Non-Employee Director may make a deferral election within 30 days after he or she first becomes eligible for this Plan, provided that such election shall apply only to amounts earned for services performed after the date of the election. This election, which shall be on a form provided by the Company, shall include: (1) the type of compensation deferred (cash and/or equity) and (2) the amount or percentage to be deferred.
|
(b)
|
Any election to defer shall be effective when received and accepted by the Corporate Secretary’s Office.
|
(a)
|
Except as provided in paragraph (b) or (c) below, payment of a Participant’s entire Account shall be made in a single lump sum payment as soon as administratively practicable on or after the six-month anniversary of the Participant’s Separation from Service from the Board. “Separation from Service” shall mean a Participant’s retirement or other complete termination of service with the Board. Whether a Participant has a Separation from Service will be determined based on all of the facts and circumstances and in accordance with Section 409A and authoritative guidance thereunder.
|
(b)
|
Notwithstanding a Participant’s deferral election, the Participant may delay the payment of his or her entire Account, provided that any such election form is both: (1) submitted at least twelve (12) months prior to the date of the Participant’s Separation from Service from the Board, and (2) delays the payment of the Participant’s Account until exactly five years after the six-month anniversary of the Participant’s Separation from Service from the Board.
|
(c)
|
Notwithstanding subsections (a) and (b) above, if a Participant dies or incurs a Disability before his or her Account balance has been paid in full, the entire Account shall be paid to the Participant’s designated
|
(d)
|
To the extent consistent with Section 22, the Committee may accelerate the payment of a Participant’s Account.
|
(a)
|
Beneficiary Designation
. Each Participant shall have the right, at any time, to designate one (1) or more persons as beneficiary (both primary as well as secondary) to whom benefits under this Plan shall be paid in the event of Participant’s death prior to complete distribution of the Participant’s Account under this Plan. Each beneficiary designation shall be in a written form acceptable to the Committee or its Designated Administrator (as hereinafter defined) and shall be effective only if filed with the Committee or its Designated Administrator during the Participant’s lifetime.
|
(b)
|
Changing Beneficiary
. Any beneficiary designation may be changed by filing a new beneficiary designation with the Committee or its Designated Administrator.
|
(c)
|
No Beneficiary Designation
. If any Participant fails to designate a beneficiary in the manner provided above, if the designation is void, or if all beneficiaries designated by a Participant die before the Participant or before complete distribution of the Participant’s benefits, the Participant’s beneficiary shall be the Participant’s surviving spouse, or the Participant’s estate if there is no surviving spouse.
|
(d)
|
Effect of Payment
. Payment to the beneficiary shall completely discharge the Company’s obligations under this Plan.
|
(a)
|
Committee; Duties
. This Plan shall be administered by the Committee and, to the extent so delegated, its designated administrator (the “Designated Administrator”), and any of their designees. The Committee and, to the extent applicable, its Designated Administrator, shall have the exclusive authority and discretion to interpret, construe, and administer the provisions of this Plan and to decide all questions concerning this Plan and its administration. Without limiting the foregoing, the Committee and, to the extent applicable, its Designated Administrator, shall have the authority, from time to time, to: determine eligibility for and the amount of benefits, if any, due under this Plan; determine amounts payable under this Plan; interpret this Plan, make factual determinations, correct deficiencies, and supply omissions, including resolving any ambiguity or uncertainty arising under or existing in the terms and provisions of this Plan; make all other determinations and take all other actions necessary or advisable for the implementation and administration of this Plan; and establish rules and regulations for the administration of this Plan.
|
(b)
|
Agents
. The Committee and, to the extent applicable, its Designated Administrator, may, from time to time, employ agents and delegate to them such administrative duties as it sees fit, and may from time to time consult with counsel who may be counsel to the Company.
|
(c)
|
Binding Effect of Decisions
. The decision or action of the Committee and, to the extent applicable, its Designated Administrator, with respect to any question arising out of or in connection with the administration, interpretation and application of this Plan and the rules and regulations promulgated hereunder shall be final, conclusive and binding upon all persons having any interest in this Plan.
|
(d)
|
Indemnity of Committee
. The Company shall indemnify and hold harmless the members of the Committee and, to the extent applicable, its Designated Administrator, against any and all claims, loss, damage, expense or liability arising from any action or failure to act with respect to this Plan on account of such member’s service on the Committee, and, to the extent applicable, its Designated Administrator, except in the case of gross negligence or willful misconduct.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of L.B. Foster Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
|
|
|
|
|
|
|
|
Date:
|
August 4, 2017
|
|
|
|
|
/s/ Robert P. Bauer
|
||
|
|
|
|
|
|
Name: Robert P. Bauer
|
||
|
|
|
|
|
|
Title: President and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of L.B. Foster Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
|
|
|
|
|
|
Date:
|
August 4, 2017
|
|
|
|
|
/s/ Christopher T. Scanlon
|
|
|
|
|
|
|
Name: Christopher T. Scanlon
|
|
|
|
|
|
|
Title: Controller and Chief Accounting Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
|
|
|
|
Date:
|
August 4, 2017
|
|
|
|
|
/s/ Robert P. Bauer
|
|
|
|
|
|
|
Name: Robert P. Bauer
|
|
|
|
|
|
|
Title: President and Chief Executive Officer
|
|
|
|
|
|
|
|
Date:
|
August 4, 2017
|
|
|
|
|
/s/ Christopher T. Scanlon
|
|
|
|
|
|
|
Name: Christopher T. Scanlon
|
|
|
|
|
|
|
Title: Controller and Chief Accounting Officer
|