L.B. Foster Company (FSTR) Q2 2014 Earnings Report, Transcript and Summary

Good day, ladies and gentlemen, and welcome to the second-quarter L.B. Foster earnings conference call. My name is Denise and I will be the operator for today. [Operator Instructions]. As a reminder, this conference is being recorded for replay purposes. I would now turn the conference over to Mr. David Russo, Chief Financial Officer. Please proceed.

Thank you, Denise. Good morning, ladies and gentlemen. Thank you for joining us for L.B. Foster Company's earnings conference call to review the Company's second-quarter 2014 operating results. My name is David Russo and I am the Chief Financial Officer of L.B. Foster. Hosting the call today is Mr. Robert Bauer, L.B. Foster's President and CEO. This morning, Bob will review the Company's second-quarter performance and provide an update on key business issues and discuss market conditions. Afterward, I will review the Company's second-quarter financial performance, and then we will open up the session for questions. Means to access this conference call via webcast were disclosed in our earnings press release and were posted on the L.B. Foster Company website under the investor relations page. This webcast will be archived and available for 30 days. During today's call, our commentary and responses to your questions may contain forward-looking statements, including items such as the Company's outlook for our businesses and markets in 2014, cash flows, margins, and capital expenditures, and other key performance measures. These statements involve a number of risks and uncertainties that could cause actual results to differ materially from statements made today. These forward-looking statements reflect our opinions only as of the date of this presentation, and we undertake no obligation to revise or publicly release the results of any revisions to these statements in light of new information or future events, except as required by law. All participants are encouraged to refer to L.B. Foster's annual report on Form 10-K for the year ended December 31, 2013, and reports on Form 10-Q thereafter, as well as to other documents filed with the Securities and Exchange Commission, for additional information about L.B. Foster and to learn more about the risk factors that may affect our results. In addition to the results provided in accordance with US generally accepted accounting principles, our commentary today includes certain non-GAAP statements which present operating results on a basis before the impact of the current-quarter adjustments related to a warranty charge. A reconciliation of US GAAP to non-GAAP measurements has been included within the Company's 8-K filing. Statements referring to the exclusion of these items are considered non-GAAP measurements, and while they are not intended to replace the presentation of our financial results in accordance with GAAP, the Company believes that the discussion of results before these items provide additional meaningful information to investors to facilitate the comparison of past and present operating results. With that, we will commence our discussion and I will turn it over to Bob Bauer.

Thank you, Dave, and good morning, everyone. Thank you for joining us today. I will make some brief comments before turning it back over to Dave for his detailed review of the quarter. Before I do, I want to briefly comment on the warranty charge we took in Q2. The charge of $4.6 million relates to the warranty reserve for concrete ties made in our Grand Island, Nebraska, facility, some of which are in need of replacement. The majority of these ties were sold to Union Pacific Railroad and installed throughout their network. This quarter's review of the reserve, coupled with the activity that has taken place and the anticipated replacement activity, has resulted in a projection that required an increase in the reserve in order to fully cover the exposure the Company has throughout the warranty period. I will expand on these comments further as I conclude my remarks, but I wanted you to understand the reason for that charge right up front. Now looking at the quarter and turning to now what I think you are most looking forward to is news about the quarter, my comments are aimed at explaining the underlying business performance and, therefore, I will exclude the $4.6 million charge as I attempt to explain how well we performed in the quarter. Today, we reported non-GAAP diluted EPS of $0.93 for the second quarter on sales of $166.8 million, which these results reflect an 11.3% increase in sales and a 31% increase in the non-GAAP EPS on a year-over-year basis. The results were partly driven by a solid quarter in bookings, which reached almost $162 million, which was a 35% increase over the prior year. Our gross margins exceeded prior-year levels, coming in at 21.2% without the charge, all of which helped drive net income from continuing operations up to $9.6 million. So it was a very good quarter, as we projected, coming off of what was a slow start to the year in which many of our customers struggled through the first quarter. I was particularly pleased with our success in booking orders. While Q2 is normally expected to be stronger seasonally, it turned out better than we expected. Order entry was solid in all businesses. Rail and tubular products were particularly strong and they drove the 35% year-over-year increase. The rail business continues to benefit from capital projects aimed at improving freight rail infrastructure across North America. And the continued growth in intermodal services is driving investment to support increased intermodal traffic, as well as increasing levels of service. On tubular products, orders have benefited most from the increase in coated products orders, which are for gas pipelines. This business was softer at this time last year, and as we had expected, orders have turned up since that time. And the construction business outlook remains very positive for the moment, with piling orders driving the increase in our construction backlog, which now stands at 35% above this time last year. So turning to sales, the 11% sales increase in the quarter was driven by rail and tubular products. While the construction and piling orders were strong, we struggled to get enough product to deliver what we booked in Q2, so some of the piling backlog increase, we would really have preferred to ship. We did have one other execution issue leading to lower sales and gross profits in tubular products. We are working our way through a pretty complicated project with some unique specifications that is experiencing some cost overruns. It is taking us longer than we expected to complete the project, which will now be completed in this third quarter. But on a positive note, I was very encouraged to see us reach solid double-digit sales growth in rail and tubular following the slow start to the year. Rail product sales had year-over-year increases in each major product category, with very strong growth from our rail technologies division. We will begin to see our transit sales decline in the remainder of the year as we work off the remainder of the Hawaii transit project, but the good news is that we are winning enough other business to cover the anticipated decline in transit division shipments. Tubular products' growth was helped by the acquisition of Ball Winch compared to prior year, while orders have picked up in straight-line coated products. And while the construction segment wasn't driving the overall growth this quarter, our fabricated bridge business is having a record year in sales and margins and we're particularly delighted with that. Turning now to profit performance, gross profit margins finished the quarter at 21.2%, again without the charge. Our rail and construction businesses both had significant improvement over last year. We had favorable mix in the rail products segment and a particularly good performance in our rail technologies division. And each of our construction product lines – piling, bridge, and concrete buildings – saw improvement over prior year, benefiting from both volume and well-managed project execution. This was really a very good quarter for both the rail and construction businesses. I expect to see tubular product margins improve in the second half as we get through the remainder of the complex project we have in house and realize steady volume through our Birmingham facility. Finally, on the P&L, pretax profit margins were 8.7%. That's 130 basis points better than prior year and I commend our rail and construction teams for delivering excellent results in the pretax margin category. These teams did a great job managing several complex projects during the quarter. Turning to cash flow, from a cash flow standpoint, there is not a big story this quarter, so I will let Dave cover the details on this category. I will say that inventory levels at the end of June were well below last year at this time and working capital as a percentage of sales for the first half of the year is well below what it was in the same period of 2013, so with 6 months behind us, we have our key working capital measure headed in the right direction. So as I wrap up, I want to cover two other subjects. The first is expanding on the concrete tie warranty comments. As I mentioned at the outset, we took a $4.6 million charge this quarter to establish the appropriate warranty reserve for concrete ties that are undergoing replacement. These are ties that were made in our former Grand Island facility, most of which were sold to Union Pacific and carry a 15-year warranty. As we continue to work through the field replacement program that has been underway for over a year, a significant number of ties have been replaced already as we have worked with Union Pacific to address several sections of track, which they have prioritized. After concluding the replacement activity, though, in Q2 and projecting replacements for the balance of the warranty period, it was determined that our warranty reserve was insufficient to cover the remaining warranty period, which required an adjustment in the reserve, resulting in the charge. We're also continuing to work with Union Pacific to reconcile the number of replacements that are eligible for warranty. The 2013 replacement program and the reconciliation difference with that program is still an open issue as of today. I will conclude with that on that topic, and the second issue or the second topic I wanted to address really is an acquisition. In July, we completed an acquisition that will expand our served market for concrete products. I would like to welcome the Carr Concrete employees to the L.B. Foster Company. The Carr Concrete team brings us a presence that will make us much more competitive in serving the eastern United States for concrete buildings. They also bring us new product lines, such as concrete bridge beams, custom construction products, and precast sound barrier walls and traffic barriers. They have the ability to handle customization and engineering in house, and we will immediately begin putting L.B. Foster products into their facility and Carr products into the L.B. Foster facilities. Sales for Carr Concrete were approximately $12 million last year. So in just concluding, I'll say overall, while the warranty charge was unexpected and certainly had an impact on results, I'm very pleased to report that our divisions are doing a great job, our underlying results in the quarter were very good, and we're looking forward to the second half of the year and continued improvements. So with that, I will return it back to Dave and he will go through his remarks on the quarter.

Thank you, Bob. As mentioned in our earnings release and as discussed by Bob just a bit ago, the Company recorded a $4.6 million warranty charge related to certain concrete railroad ties manufactured in Grand Island, Nebraska. Most, but not all, of the charges related to the warranty reserve allocated for the Union Pacific Railroad. This charge negatively impacts the Company's financial results for what would have otherwise been an excellent quarter, and while we don't want to ignore the adjustment that was made, we do want our audience to understand the underlying operating performance of our business. So when appropriate, I will provide certain information which excludes this adjustment. So sales for the second quarter of 2014 were $166.8 million compared to $149.9 million in the prior year, an 11.3% increase. The sales improvement was due to an 18.3% increase in rail segment sales and a 14.3% increase in tubular segment sales, partially offset by a 4.3% drop in construction segment sales. The rail segment sales increase was due principally to increases in our Allegheny Rail products sales, rail technology sales, as well as concrete tie sales. The tubular segment sales improvement was due principally to the contribution made by our fourth-quarter 2013 specialty coatings business acquisition, which was partially offset by a decline in our legacy coated products business in Birmingham, Alabama. The construction segment sales reduction was due to a volume-related decrease in sales of piling products, partially offset by an increase in fabricated bridge products. As a percentage of second-quarter 2014 sales, tubular accounted for 11%, construction was 25%, and rail totaled 64% of sales. As mentioned in our earnings press release, backlog stood at $247.8 million at the end of the second quarter of 2014, up $27.5 million, or 12.5%, from the second quarter of last year. The year-over-year increase was due to a 315% increase in tubular segment backlog and a 35% strengthening in our construction segment backlog, partially offset by a 4% decline in rail segment backlog, which was principally transit products related. Second-quarter bookings were $161.6 million, up 34.9% compared to last year's second quarter. Bookings improved over last year's second quarter in the tubular segment by 56% and by 64% in the rail segment, while declining minimally in the construction segment. Gross profit margins were 18.4% in the second quarter of 2014, 110 basis points less than the prior-year quarter due to the warranty adjustment. Excluding that adjustment, gross profit margins were 21.2%, representing a 170 basis-point improvement over the second quarter of 2013. This improvement was driven principally by expanded margins in the construction and rail segments, partially offset by lower tubular segment margins. The improved construction segment margins were due to expanded margins across all businesses in this segment, especially fabricated bridge products, as well as the favorable product mix. The improved rail margins were due to improvements in the Allegheny Rail products and transit products businesses. The decline in tubular segment margins was due principally to lower coated product margins, excluding the specialty coatings acquisition, which, as Bob mentioned, was caused by a job where we incurred some significant cost overruns in the second quarter. This project is expected to be completed late in the third quarter. Onto costs and expenses, our selling and administrative expenses increased by $1.6 million, or 9.2%, to $19.6 million in the second quarter of 2014, due to increases related to personnel-related costs, as well as fees related to the preparation for and identification of a new ERP system. SG&A expense represented 11.7% of sales in the second quarter of this year, as compared to 12% of sales in the prior-year quarter. The decrease is due mostly to the previously discussed sales improvement in the second quarter. Included in second-quarter SG&A is a positive $344,000 adjustment to incentive compensation expense resulting from the warranty adjustment. So excluding the warranty adjustment, SG&A would have been $300,000 higher, or 12% of sales, even with last year. Second-quarter pretax income was $10.2 million, or 6.1% of sales, compared to $11.1 million, or 7.4% of sales, in the prior year. Excluding the second-quarter warranty adjustment, 2014 pretax income would have been $14.5 million, or 8.7% of sales, a 130 basis-point increase over the prior year. As mentioned in our release, the effective tax rate for the second quarter of this year was 32.9%, compared to 34.6% in the second quarter of 2013. The current-year rate compares favorably to the prior-year quarter, as the current year was positively impacted by certain state income tax adjustments. Second-quarter income from continuing operations was $0.66 per diluted share in 2014, compared to $0.71 per share last year. Again, excluding the charge, EPS would have been $0.93 per diluted share or 31% higher than last year's second quarter. Turning to the balance sheet, working capital net of cash increased by $11.5 million in the current-year quarter. Accounts Receivable increased by $27.7 million, due to significantly stronger sales in May and June of 2014 as compared to May and June of last year. Our DSO at June 30, 2014, decreased to 45 days from 55 days at March 31 of this year and 52 days at December 31, 2013. Inventory increased by $7 million for the quarter, while Accounts Payable and deferred revenue declined by $17 million. Cash used by continuing operating activities in the second quarter was $0.5 million, compared to $16.7 million of cash generated in the prior-year quarter. For the first 6 months of 2014, cash generated by operating activities was $31.6 million, compared to a $500,000 use of cash for the comparable prior-year period. The improved performance for the first half of this year is attributable to better working capital management with regards to Accounts Receivable and Accounts Payable. Also adding to the favorable comparison was decreased tax – were decreased tax payments. As we noted in our first-quarter discussion last quarter, our goal in preparation for a busy summer construction season, which impacts all three of our segments, was to maintain the positive improvement achieved during the first quarter, which we did, as cash flow from operations was essentially flat for the second quarter of this year. Our strong first-half cash flow comes at an opportune time as we are accelerating capital spending in 2014, which is being targeted at several growth and profit improvement initiatives. We anticipate spending approximately $18 million to $22 million in capital programs this year. These programs are inherent in all three of our business segments, and they are all under an umbrella of growth and profit improvement in the coming years that we believe will improve shareholder value on a longer-term basis. That said, we continue to expect that cash generated from operating activities will exceed our capital expenditures, debt service payments, dividends, and share repurchases in 2014. Our second-quarter 2014 capital expenditures were $4.2 million, compared to $2.1 million last year. This brings our year-to-date capital spend up to $7.7 million, which has been predominantly for buildings, yards, and equipment aimed at providing new manufacturing capabilities, improved service and product availability to the customer, and increased manufacturing efficiencies as we move into future periods. Our cash at June 30, 2014, was $87.6 million, down $3.6 million from March 31 of this year. Our cash was invested principally in AAA-rated money market funds and other short-term instruments where preservation of principal and quick access to funds has been the priority. Looking forward, we believe that the strong booking activity in the first half of 2014 and the related favorable backlog, as well as our ability to expand margins in the first half of this year, bodes well for the Company performance in the second half of 2014. That concludes my comments on the second quarter of 2014 and I will now turn it back over to Denise to open up the session for questions. Denise?

[Operator Instructions]. Our first question comes from Mike Baudendistel with Stifel. Please proceed. Mike Baudendistel – Stifel Nicolaus & Company: Good morning.

Hi, Mike. Mike Baudendistel – Stifel Nicolaus & Company: Hey, Bob, Dave. Just wanted to ask you, in the press release you say that you expect acquisition activity to increase in the near term. I found that pretty compelling. I just wanted to ask, high level, what your strategy is there. Are there any areas of business that you find appealing and how much debt would you be willing to take on to finance an acquisition?

Normally, we don't say something like that unless we really are sitting on top of some activity, and that was the reason that I wanted to put that in there is to say that what I would call the deal flow that is coming to our doorstep is increasing and I see the likelihood of us winning some of these deals to be very good. So on one hand, that's really the main reason for the comment. There isn't anything that is really changing in our strategy. As we have continued to talk about in the public environment, we are looking for investments that will drive value and support competitive advantage in primarily the rail business and our tubular products business mainly aimed at the energy segment, and we are very much looking at the adjacent market opportunities around us. That expanded view that we have already described that we were taking in our strategic plans that I have presented to you, that's probably creating a bit more of the deal flow than we have had in the past, and so I think I would attribute some of it certainly to that, but not to any changes. And then in terms of debt, with the balance sheet that we have, which has no debt and a fair amount of cash on it and our ability to service debt, we don't publish a particular number at this point. But I think you guys know what the models are out there in terms of the things that companies would be comfortable with. We have a significant credit facility in the Company, which we think could easily fund a number of acquisitions that would be much more sizable than the ones we have been doing. Mike Baudendistel – Stifel Nicolaus & Company: Great, that's great detail. And would an acquisition candidate have to be immediately accretive or would you be willing to look at something that maybe takes a couple quarters or so to get it to – the margins to where you need them to be to be accretive?

I would say it doesn't have to be accretive. Like everybody, we certainly like them that way, but if we find something that is not, but it really makes a great deal of sense and it's the right kind of business to add to our portfolio, we would certainly consider that. But it has been turning out that most of them are coming in that way, so we are quite pleased about that. And I guess it also speaks to the fact that we are trying to be as prudent as we can on the price that we pay for these companies in order to try to ensure that as well. But it's not absolutely necessary if it's really the right thing to do. Mike Baudendistel – Stifel Nicolaus & Company: Great, and then just wanted to ask on the enterprise resource planning system, how long is it going to be before that's complete? And is that going to likely have a material impact on margins or efficiency or anything like that?

We did kick off phase 1 this year already, so we are already beginning to spend some money on that, which is in our current SG&A expense, not in the capital project at this point because we're just beginning to put together the process roadmaps and identify all of the things you want to do before you ever start one of these programs, well ahead of that. So that's why we are spending the time this year to avoid problems down the road. We're at the point now where – well, it will be about the end of the year before we really can size up this project and understand what it is going to cost us in much greater detail, and then we will, I'm sure, be capitalizing some of that in years 2015 and 2016 as the project progresses. But we already are spending a bit more money on that.

Yes, and it will hit our SG&A, Mike, until such time as we begin to implement and then it will turn to capital. But certainly, we wouldn't be undertaking a project like this if we didn't expect future benefits post implementation. So we certainly expect to become more efficient as an organization and certainly to be able to take on some of these acquisitions and become much more scalable with a more modern ERP. Mike Baudendistel – Stifel Nicolaus & Company: Great, that's all for me this morning. Thank you.

Thanks, Mike.

Our next question comes from Brian Rafn with Morgan Dempsey Capital Management. Please proceed. Brian Rafn – Morgan Dempsey Capital Management: Good morning, guys.

Good morning, Brian.

Good morning, Brian. Brian Rafn – Morgan Dempsey Capital Management: Give me a sense – you talked a little bit about, and correct me if I'm wrong, about a little piling backlog from the standpoint – are you seeing some capacity issues with some of the steel companies or is that an aberration? Is it just demand being much larger than going on? What kind of – how do you see that, maybe, delay in some of that piling stuff playing out over the rest of the year?

It is not a capacity issue on the part of the steel companies. I don't think there is any capacity issues out there at the moment, unless somebody has shut down – chooses to shut down for maintenance purposes short term, but it's an execution issue. It is an execution issue on our part with our partner and our primary supplier, and we didn't get the amount of product that we would have liked to and we built backlog in the quarter that we otherwise would have liked to have shipped. Brian Rafn – Morgan Dempsey Capital Management: Okay, what – from the standpoint of demand for piling, are you seeing a lot of retaining wall marina work or where is that piling going?

A variety of different areas. It is strong at this point. The outlook is good. When you look at our orders for the quarter, piling really drove it. It is going into lots of transportation applications. We are getting some from some commercial construction. We are always winning business in the ports and other areas, lead areas, if you will. That's what you're referring to. But there isn't any one that I could say that is standing out measurably from the others. Brian Rafn – Morgan Dempsey Capital Management: Okay, all right. So when we were out and saw you guys, you certainly talked about your fabricated bridge business. Do you break that out in – what's the size of that in sales, and if you don't, how are you maybe from the standpoint – because the Army Corps of Engineers always talks about some 600,000 bridges and they are all falling apart, and so I think that's good. What is your sense of business going forward? Is the current fabricated bridge business run rate extendable, and what is your capacity there, and maybe any future CapEx to that side of the business?

We actually don't break it out. But it is a business where we participate in a small segment of the market, so we don't get broad exposure to new construction on what we call cast-in-place bridges that are just putting rebar in a bridge and pouring concrete in it. We participate in the grid decking platform market, and then in the last year, we expanded into the corrugated bridge form market, which took our served market up by a factor of 4X. So we are getting exposure to a larger market than we have in the past. That's one aspect that is keeping the business healthy. But when I say that, this is still less than – certainly less than 10% of the entire market. It is a rehabilitation kind of product, so we don't participate in new construction as much as rehabbing bridges, which is exactly what you were referring to. And we're adding capacity into that facility as we speak in order to guard against any kind of capacity constraints going forward, so we're adding an almost 50,000-square-foot facility sitting right next door to our existing facility that we had an opportunity to take on here this year, and that expansion is underway and actually in place. Brian Rafn – Morgan Dempsey Capital Management: Okay, good, good. You talked about Carr Concrete and I've been scrambling here, trying to find a press release. Can you give us a little more – you talked about concrete bridge, precast sound barriers, traffic barriers. One question would be, given the current capacity under an L.B. Foster umbrella, are you able – would you be able to organically grow that from an infrastructure – I'm guessing, to some degree, it's transit infrastructure and that. And could you give us – at least for us, our edification, a background. How big is this company? Where are they?

Don't continue looking for the press release. It's not out there at this point. We will put one out, but there isn't one out there. Sales last year were approximately $12 million. They are located in West Virginia. We have not had a presence anywhere along the east. The closest we are to the eastern United States is outside of Dallas, Texas. That's not a very competitive location from which to serve the concrete buildings market, which was our primary goal in acquiring Carr. They make precast concrete buildings similar to what we do, but slightly different, so they have some unique innovations and product which we like. And they have – there are some things in our product line which they like. So by establishing a presence that is in West Virginia, we can much more competitively serve all areas of the eastern United States, and they bring to us other products. As I mentioned, other – these are all precast concrete products, some for the construction industry, like box culverts and drainage systems and that, and they also make concrete bridge beams that we would like to find synergy with with our bridge business, and there will be a lot of product that will move back and forth between the two companies here in the very near future. Brian Rafn – Morgan Dempsey Capital Management: You jumped a little bit, answered partially my next question. With some of that transit, the barriers, the bridge beams, can you turnkey some of that with your bridge decking?

We would – I don't know that I would like to say turnkey it with it. I think it might be premature, maybe, to expand on that, but certainly with the customer relationships we have, with the engineering companies and the construction companies that we deal on bridge business, we have access to that market. Our brand and Company is known in that market. We think that will bring us some opportunities with which we can sell that product into a market that we already serve, maybe not necessarily packaged together, but it at least provides a channel to market. Brian Rafn – Morgan Dempsey Capital Management: Okay, okay. And then just from the standpoint of any upgrade on your assimilation of Ball Winch pipeline and maybe how they have come out now that they are under your umbrella, what is the run rate there or how are they doing?

The business is doing just fine. We had a slow first quarter that we talked about last time we were on our conference call. That backlog has improved considerably, as we expected that it would coming out of the winter season, so they are running at, I would say, our planned run rate that we had for 2014, and we're already realizing opportunities where – from L.B. Foster being in the straight-line coated pipe business and we get to see projects well in advance of what they see, we are already providing the leads for that business that we had hoped that we would realize before the acquisition, and now we are able to go in and take their products in that normally aren't specified or asked for until much later in the sales cycle (multiple speakers) Brian Rafn – Morgan Dempsey Capital Management: Okay, I will get back in line, guys. Thanks, thank you.

Yes.

Our next question comes from Brent Thielman with D.A. Davidson. Please proceed. Brent Thielman – D.A. Davidson & Co.: Hey, good morning.

Hello, Brent. Good morning, Brent. Brent Thielman – D.A. Davidson & Co.: On the construction segment, a nice backlog heading into the second half. Will that all be executed in the second half of the year or is some of that falling into 2015?

I didn't actually look up the specific number for 2015, but usually our construction backlog does not stretch that far out. So, while I don't have an exact number for you and you might see a few things there – with the exception of the bridge business. The bridge business backlog does carry into 2015, but piling and concrete buildings typically don't. So I have got to, I guess, stop short of letting you know what that is unless – I will point to Dave here – unless he wants to expand on this a little further.

Yes, most of the – as Bob said, most of that backlog will go this year, but there is probably – of the total, there is probably about 10% that will go into next year, most of that being bridge, a very small amount being piling. Brent Thielman – D.A. Davidson & Co.: Okay, so the revenue run rate in that segment should increase quite a bit from where you have been here in the first half? Is that fair?

Our expectation is that it would increase in the second half, yes. Brent Thielman – D.A. Davidson & Co.: Okay. And then, I think you mentioned an overrun in the tubular segment. Maybe if you could expand on that, and do you have what kind of the margin effect there was this quarter?

I don't have the margin effect. I wouldn't publish the margin effect from it. It's a project that we have in house for a pipeline customer that had a unique specification to it. We started up some equipment we had mothballed prior to that because of not seeing very many specifications like this. And our ability to get it running smoothly just hasn't occurred. So, we've incurred some cost overruns as a result. We have incurred some inefficiencies in handling the product. There have been numerous unexpected downtime occurrences while labor is standing around. So a number of inefficiencies caught us in the quarter because of poor execution there is all we can say for it. Brent Thielman – D.A. Davidson & Co.: Okay. Thanks, guys.

Our next question comes from Dan Walker with Heartland Advisors. Please proceed. Dan Walker – Heartland Advisors: Good morning, gentlemen.

Good morning.

Good morning, Dan. Dan Walker – Heartland Advisors: I was wondering if you could provide a little more color around the growth rate in the rail products division. After four quarters of declines, to put up an 18% increase, especially when I'm not sure when Honolulu ran off, but can you talk about why the growth was so robust there?

To start with, the order activity was pretty strong, particularly from the freight railroads, and that's where the bulk of the order activity was solid. We did have a lower-than-expected first quarter, which we feel like we have made up for, but the Honolulu transit is actually tailing off. We are still shipping parts of that project, and in fact, there will actually be some continued shipments next quarter, but on a year-over-year basis, it is declining. Our transit product sales are declining and it's all a result of the Honolulu transit order. But the activity in the freight rail area has really improved. The capital spending is up by those companies. I believe a number of them found a lot more work to do after what was a harsh winter. We also know that BNSF is spending a significant amount of money this year. I would say that I think that we are winning more business from companies like BNSF that we hadn't had in the past. I would also say that I think we are winning business that is actually the results of positive train control that probably wasn't as significant in the past, and I say that because our Allegheny Rail products business, which is up substantially, makes the joints that are the sensors for crossing signals and arms and could be integrated into the new architectures of PTC, and that business is really booming in comparison to what we normally see for it. And as I mentioned in my comments about intermodal, intermodal is just getting a fair amount of investment by these companies. We are participating in that. And then, probably, the other area is industrial, meaning companies like even the gas pipelines that are putting new track in areas to get to new locations, such as their wellheads and production areas, I can't say that five years ago we ever saw rail orders from companies like Plains All American that we had orders for earlier this year. So, the investments taken there to support crude by rail is another area that is helping us. Dan Walker – Heartland Advisors: Great. If I could ask another one, when I look at your three businesses, you have got rail performing at a very high level. Tubular is not quite as good as it once was, but your construction products business is only doing about two-thirds of the revenue it did in 2008 and it sounds like bridges are doing okay, or really good, actually. Do you think you have more room for recovery in the piling side or the concrete building side, and what are your expectations for recovery in those markets?

I think I would say that there is probably more room for recovery in piling because it is piling that is well off of some of those peak rates. Back in the years that you are citing, piling sales were well above where they are right now. The upside, really, in concrete buildings is not from the market, and in fact, we hit a peak back in 2010 with stimulus spending that really helped our concrete buildings business when the government was spending money on anything they could put in short term, and we are able to sell buildings at a much higher rate in that environment. I don't expect something like that to come back, but I do expect us to get some real advantages from this acquisition of Carr Concrete that should allow us some further penetration and to increase our win rate in that area. But it is really going to be piling that has the most upside from a recovery standpoint in the construction market. Dan Walker – Heartland Advisors: Okay, and if I could just ask one more, I would like to know how the management thinks about the dividend. Obviously, you guys want to grow via acquisition, but given the cash on the balance sheet, I think you could sustain the current payout until 2090 and with ample room on an undrawn revolver. Could you maybe enlighten us on how you guys think about the dividend relative to acquisition?

We took it up once last year and I thought we would probably do it again already this year. It is among the things that we review regularly, of course, and our intent is to move it up in the future. And as well, we will be probably looking at even some share repurchase that might be higher than we have had here in the recent past, which really hasn't been any. So, I can't give you a date on the dividend change at this point, but I would tell anyone in our forecast that we want to take that up and we will likely add a little bit more share repurchase to the future as well, because we do have enough liquidity in terms of our current cash and our revolver to do the things that we want to do from an acquisition standpoint. Dan Walker – Heartland Advisors: Great. Thank you for your time.

[Operator Instructions]. Our next question comes from Beth Lilly with GAMCO Investors. Please proceed. Beth Lilly – GAMCO Investors, Inc.: Good morning.

Good morning.

Good morning, Beth. Beth Lilly – GAMCO Investors, Inc.: I have two questions. The first question is, so I want to drill down a little bit more into this issue with the UP and taking another charge. So in 2012, you took a charge of $22 million that seemingly had resolved everything, and now there is another charge this quarter. So can you help us understand what the issue is? Are they disputing – are they saying that there is more than these 170,000 ties that were the issue? I'm a little bit confused about what's going on.

I will give you a recap on that. In 2012, we took – you were right – a $22 million charge, which at the time was our projection for what was necessary to boost the warranty reserve in order to cover the complete scope of the warranty problem as we perceived it at that time. Since then, we have continued to replace product in the field. We have an agreement with them on how we would proceed to evaluate product in the field and replace it, and so that has taken place since that time through 2013, and up until this day, that process has been underway. Every quarter, we take a look at the status of it in terms of the activity that has taken place and the projected activity that we believe will take place in the future, all the way through the complete warranty period, which is 15 years for this product. So at the close of the second quarter, having looked at the activity that has already taken place, a substantial number of ties have already been replaced. We evaluate that in addition to what we anticipate needs to change in the near future, as well as over the course of this warranty period, and it was at that time that we believed that we were short of where we needed to be. That is a very extensive process, as you might imagine, very carefully evaluated and audited, and so at the conclusion of this quarter, we had to true-up that charge by an additional $4.6 million. Beth Lilly – GAMCO Investors, Inc.: Okay, so it's not as though the scope of the ties has increased?

That would be correct. The scope of the ties has not changed. The number of ties installed has been a fixed number because we don't make them anymore. They were made in a prior facility and we stopped shipping from there in 2011. So the only items there are to monitor are the number that have been replaced, and therefore now have a good tie in its place, and any projections with regard to the rate at which we projected to see these failures as we cover new areas of track that we haven't seen before. Beth Lilly – GAMCO Investors, Inc.: Got it. So it sounds like – are they claiming that there is more ties than you originally had reserved for? Is that the issue?

There is a difference in how the two companies see the claim. That is the discrepancy that we noted last quarter, and when you mentioned your $170,000, there is a difference in how we see it. That is not what is driving the change because we are managing the project the way that we interpret the agreement and believe everything should be done. It is really more a matter of, having gone through the experience of what we have replaced up until the end of this quarter and looking at what we think needs to be done, that we didn't have the number exactly where it needed to be the first time we took the charge. Beth Lilly – GAMCO Investors, Inc.: Got it. Okay. And do you think the chances are that we're going to see more charges or you think this will cover us now?

I cannot project at this point that there absolutely will not be. Every time we look at this, it is our goal to always have a reserve that is sufficient enough to take care of the entire problem. I think we are fairly skilled at looking at it and understanding it, but it is a fluid situation. There are some variables that could change, so I can't promise anyone that there won't be something that could change. But I can tell you that we are very diligent about the quality of the work that goes into this and the assessment and the understanding of everything going out on track, and we have numerous resources that we have thrown at it in order to understand what's going on in the field, including people that go on with Union Pacific personnel on track through every part of the replacement process, and we get good data from them on what the conditions are and what we see happening. Beth Lilly – GAMCO Investors, Inc.: Okay. Okay, and then the second question I wanted to ask was in regards to the acquisition with Carr. So you paid $12.3 million in July for Carr, correct?

Yes, that is correct. Beth Lilly – GAMCO Investors, Inc.: Okay. So that cash will come out of your end-of-the-quarter cash number then, right? So you don't have – if we look at next quarter, then, it will be $87.5 million less the $12.3 million cash that you paid for Carr?

Yes. Beth Lilly – GAMCO Investors, Inc.: Okay, and what were the metrics on the transaction? Can you tell us about the revenues and EBITDA that the business is generating?

We are not going to publish or comment on the EBITDA. We tend to not do that, particularly on some of the deals of this size. If we get into companies with a much greater impact, we might do that, but we are always looking at the multiples that we pay of EBITDA with companies, so that, of course, is one of our primary metrics, and those values change depending on the industry that you are in. I would say that in an industry like concrete products, it is going to be lower than it would be on industries that are much more attractive, like maybe a rail service business or a very high, fast-growing energy business. So, we are pretty pleased with them. They are accretive, in our belief, immediately, but that is, of course, one of the most important metrics. But even more important than that is really the strategy. It's not just about the financials; it's about the potential for growth and some of the synergies, which I think this one has some nice synergies and will allow us to get the concrete business growing in high single-digit numbers from an organic-growth standpoint. Beth Lilly – GAMCO Investors, Inc.: Okay, great. Thank you very much.

You’re welcome. Thank you.

At this time, we have a follow-up question from Brian Rafn. Please proceed. Brian Rafn – Morgan Dempsey Capital Management: Yes. Just a quick question on Union Pacific Railroad. You guys certainly are one of the best railroad infrastructure suppliers, long-term relationship with Union Pacific. From the standpoint of them as a culture, would you say that your relationship with Union Pacific – sometimes you measure – trouble is sometimes a good screening mechanism for looking at the character and capability of a company. Would you say that your relationship with Union Pacific would be more strained today or would you say that realizing the due diligence that you are doing to help them remedy this ties situation is actually helping your relationship from a strategic standpoint?

I'm not so sure I should go down that path. Brian Rafn – Morgan Dempsey Capital Management: Okay, all right. You are in a tough situation, Bob. I get that. It is still open ended. I think that's fair. Let me ask this. From the standpoint of where those railroad ties were, were they in heavy load-bearing rail yards or were they out on spurs? Were they in line track? Where were those installed – or just all over the network?

They are all over their network, but I would say that they are predominantly in locations where concrete ties, with regard to their own strategy of how to manage track, are most important to them. So what that means is like with any freight railroad, you do see them in areas like the southwest, in their particular case, areas where concrete is better than wood because of deterioration in wood due to climate. Brian Rafn – Morgan Dempsey Capital Management: Okay.

So you tend to see them in hot areas, damp areas, swampland, so to speak, that sort of thing. And as part of their strategy, the concrete tie was expected to bring durability over wood, so they are in some of their most demanding freight areas, which would be in the upper Midwest from Powder River Basin on east from there where they're hauling a lot of heavy coal in some of their heaviest, most demanding products with more gross ton miles than you would see on other sections of track that they operate. Brian Rafn – Morgan Dempsey Capital Management: Okay, and so when you are substituting these in, are you substituting a differentiated concrete tie or a new version, a new redesign? What's – or are you putting old creosote wood back in?

We are putting in mostly ties made in our Tucson facility. From time to time, our product from our Spokane facility goes in, and the only reason to differentiate would be location or there is a couple of models with regard to how the rail attaches where we make one at Spokane and we don't make it at Tucson. But largely, it is our Tucson facility that is supplying that product, so it's concrete. It's our current concrete product that we make there today that we sell also today to Union Pacific for other parts of track as they continue to transition to that in other areas. And the specifications on it are very, very similar to what we made at the former facility. It is not significantly a different product from a specification standpoint. Brian Rafn – Morgan Dempsey Capital Management: Okay, so you really haven't had to re-engineer this type thing? So it's (multiple speakers)

Brian Rafn – Morgan Dempsey Capital Management: Okay.

Nothing wrong with the design, the specs, none of that sort of thing was a problem. It was a process problem, which led to risk that some ties would prematurely fail and not meet their intended life, and those are the pieces that we are changing. Brian Rafn – Morgan Dempsey Capital Management: Okay, I don't want to get you in trouble. You have done a good job, Bob, and I appreciate that clarity on that. You mentioned $18 million to $22 million in CapEx, Dave. How is that spread around the system, different areas?

It is actually across all of our different segments. In our tubular business, we are putting a lot of new equipment in our Birmingham coated products facility. In our construction segment, as Bob mentioned a little while ago in response to another question, we purchased a building and are installing new equipment in a facility to handle expanded bridge products demand, as well as the new bridge form business. In our piling business, we are – we bought a yard in the Chicagoland area to better service that customer segment with more real-time delivery of fabricated piling and other types of products. And of course, within our rail group, we have got a number of different projects going on. We have just consolidated a number of different manufacturing facilities in our Niles, Ohio, business. So it's really spread across all of our different segments. Brian Rafn – Morgan Dempsey Capital Management: Okay. Let me ask you a little bit, and I think Bob mentioned a little bit about treasury purchases. Relative to small microcaps with $10 million flow outstanding, what's the philosophy? Is that treasury purchase a margin of safety cushion? Is it a backstop or is it more just, on an ongoing basis, an allocation of excess capital?

For the time being, while we're still looking for our liquidity to be utilized mostly for organic and acquisitive growth type of initiatives, the amount of capital that we spend – and we do intend to continue, as Bob mentioned, we will pay dividends. We will from time to time make small increases there, but the share repurchases for the time being will be focused more on negating the dilutive impact of share-based compensation. Brian Rafn – Morgan Dempsey Capital Management: Okay.

So we'll look to negate that dilutive impact of the shares awarded. Brian Rafn – Morgan Dempsey Capital Management: Okay, and then just one closing one. Bob, what are you seeing – you are seeing, I think you said, a little bit more deal flow. What is your sense of pricing multiples? Are they distressed sales? Are they deals coming to you rationalization, divestitures? Are they private companies where there aren't any siblings and they are looking for a stable safe harbor umbrella like L.B. Foster with a good culture? Give me a sense, and then, where are you relative to what you want to pay versus what the seller is looking to get?

I will start by saying that we don't see much in the way of distress sales. We are typically seeing companies that, for one reason or another, and it is usually private or private equity owned, have some sort of an exit strategy or a reason that they want to sell their business. That's by far the majority of what we see. The prices are really all about the quality of the company, the industry that they are competing in, and what the competitive structure looks like, certainly the quality of earnings and management of the company. There is a number of factors that go into it. So at the end of the day, what that means is that they're really far ranging. They are, in some cases, very different from one another from a standpoint of the multiple of EBITDA. I would say, though, generally speaking, that they're probably a bit higher than they were in recent times because I think there is just a lack of companies out there, and there is a little more demand than there is supply probably in most areas. But that's not putting inflation on these numbers to the point where it is unreasonable. So we are finding more than enough out there that looks like I think we can win it at the reasonable prices, the prices that make sense, and that would be willing to come to terms with. Brian Rafn – Morgan Dempsey Capital Management: Okay, guys. On an operating basis, you had a bang-up quarter, so congratulations to everybody. Thanks again.

We have no further questions. I would now turn the call back over to management for closing remarks. Please proceed.

Great, thank you, everyone. Appreciate the good questions and certainly understand the interest you have in a lot of the details here. Hopefully, we were detailed enough in our responses, and we will look forward to catching up with you next quarter. Thank you and goodbye.