Notes to Financial Statements
December 31, 2015 and 2014
1. Description of
Plan
The following brief description of the L.B. Foster Company Savings Plan for Bargaining Unit Employees (the Plan) is provided for
general information purposes only. Participants should refer to the summary plan description for more complete information. The Plan document is the governing instrument and should be referred to for a full description of the Plan and its
provisions.
General
The Plan is a defined
contribution plan extended to union hourly employees of L.B. Foster Company (the Company) who have attained age 18 and are employed at locations specified by the Plan. Eligible employees are automatically enrolled in the Plan. The L.B.
Foster Company Investment Committee, appointed by the Board of Directors of the Company, serves as the Plan administrator. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA) as amended.
Contributions and Forfeitures
Contributions under
the Plan are made by both the participants and the Company. A participant may elect to make deferred savings contributions on a pretax basis ranging up to 75% of annual compensation subject to Internal Revenue Code limitations. A participant who
elects to make deferred savings contributions of at least 5% can also elect to make additional voluntary contributions on an after-tax basis provided, however, that the sum of the deferred savings and voluntary employee contributions does not exceed
100% of the participants annual compensation. Participant and Company contributions are invested in accordance with participant elections. In the event that a participant does not make an investment election, contributions are invested in the
Fidelity Freedom Fund (target date retirement fund) that coincides with the participants date of normal retirement age, until such time as an election is made by the participant. The participant may transfer contributions defaulted to these
funds into other investment options at the participants discretion.
Company contributions are made pursuant to the terms of the collective
bargaining agreements applicable to the Companys specific locations. Effective January 1, 2015, the Spokane, Washington and Bedford, Pennsylvania Union Agreements were amended to provide a Company match of 100% of the first 1% of their
eligible compensation and 50% of the next 6% of their eligible compensation for a maximum Company match of 4%. For the Plan year ended December 31, 2014, eligible employees of Spokane, Washington, and Bedford, Pennsylvania, had a Company matching
contribution equal of $0.50 for every $1.00 contributed by the employee on the first 6% of annual compensation, based upon years of service, as defined by the Plan. Matching contributions were only made if the employee contributed to the Plan.
4
1. Description of Plan (continued)
The Companys contributions may be reduced by accumulated forfeitures. At December 31, 2015 and
2014, forfeitures of $5,808 and $5,686, respectively, were available to reduce future Company contributions. During 2015, no accumulated forfeitures were utilized to reduce Company contributions.
Participant Accounts
Each participant account is
credited with the participants pretax and voluntary contributions, the participants allocable share of Company contributions, and related earnings (losses) of the funds. Participant accounts may be invested in 10% increments into Company
stock, a stable value collective trust fund, or any of the mutual funds available under the Plan at the direction of the participant.
Vesting
A participants vested interest in the Plan on any date is equal to the sum of the values of (a) that portion of the participants account
attributable to the participants contributions and (b) that portion of the participants account attributable to the Companys contributions multiplied by the applicable vesting percentage, (c) plus related earnings (losses).
Participants are 100% vested in the Companys contributions after three years of eligible service or attaining age 65.
Notwithstanding the above, a
participant who terminates from the Plan by reason of retirement, disability, or death is fully vested in their participant account.
Notes Receivable
from Participants
A participant may borrow from the vested portion of his or her account, subject to a minimum of $1,000 and a maximum of $50,000. The
loan proceeds are deducted from the participants account and are repaid by means of payroll deductions. Loans are required to be repaid within 60 months from the date on which the loan is originally granted and may be prepaid early
without penalty at any time. The repayment period for a loan that is obtained for purchasing a primary residence may be as long as 120 months. The loan carries a reasonable interest rate as determined by the plan sponsor. The interest rate is
computed on the date the loan is requested and remains fixed for the full term of the loan.
Benefit Payments
Normal retirement age is 65. Early retirement age is 55 provided that the participant has at least five years of service. In addition, a participant may obtain
an early retirement distribution prior to reaching age 55, provided that the participant will turn 55 in the year distribution occurs and that the participant has completed at least five years of service. The Plan also allows for age 59
1
⁄
2
in-service withdrawals of any portion or all of the participants vested account balance.
As provided by the Plan, a distribution to which a participant is entitled by reason of normal, early, or disability retirement, death, or termination of
employment may be made in the form of a direct rollover, annuity, cash, or partly in cash and partly as an annuity. The amount of such distribution is equal to the participants vested account balance on the valuation date.
5
1. Description of Plan (continued)
In the event of hardship and subject to certain restrictions and limitations, as defined by the Plan
document, a participant may withdraw their vested interest in the portion of their account attributable to deferred savings contributions and related earnings.
Plan Termination
Although it has not expressed any
intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. Should the Plan be terminated, participants will become fully vested in their
accounts, and the assets of the Plan would be distributed to the participants based on their individual account balances as determined under the plan provisions.
2. Summary of Significant Accounting Policies
Basis
of Accounting
The financial statements of the Plan are maintained under the accrual method of accounting in conformity with the accounting principles
generally accepted in the United States (GAAP).
Use of Estimates
The preparation of financial statements in accordance with GAAP requires management to make estimates that affect the amounts reported in the financial
statements, accompanying notes, and supplemental schedule. Actual results could differ from those estimates.
Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to
the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants
account balances and the amounts reported in the statements of net assets available for benefits.
Market values for investments may decline for a number
of reasons, including changes in prevailing market and interest rates, increases in defaults, and credit rating downgrades. The fair values assigned to the investments by the Plan are based upon available information believed to be reliable, which
may be affected by conditions in the financial markets. The Plan may not be able to sell its investments when it desires to do so or to realize what it perceives to be its fair value in the event of a sale.
6
2. Summary of Significant Accounting Policies (continued)
Valuation of Investments and Income Recognition
Investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. See Note 4 for discussion of fair value measurements.
Net depreciation includes the
Plans gains and losses on investments bought and sold as well as held during the year. Dividend income is recorded on the ex-dividend date and interest income is accrued as earned. Plan assets are concentrated in mutual funds consisting
primarily of stocks and bonds. Realization of the Plans net assets available for benefits is dependent on the results of these markets.
Notes
Receivable from Participants
Notes receivable from participants represent participant loans that are recorded at their unpaid principal balance, plus
any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned and is reported within interest and dividends on the statement of changes in net assets available for benefits. No allowance for
credit losses has been recorded as of December 31, 2015 or 2014. If a participant ceases to make loan repayments and the Plan administrator deems the participant loan to be a distribution, the participant loan balance is reduced and a benefit
payment is recorded.
Administrative Expenses
The
Company, as provided by the Plan, pays expenses of the Plan. Certain administrative functions are performed by employees of the Company. No such employee receives compensation from the Plan. Expenses incurred to establish and maintain a loan are
charged to the applicable participant.
Benefit Payments
Benefits are recorded upon distribution.
Reclassifications
Certain amounts in the 2014 financial statements have been reclassified to conform to the 2015 financial statement presentation.
7
2. Summary of Significant Accounting Policies (continued)
Plan Adoption of New Accounting Standards
In May 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2015-07,
Fair Value
Measurement (Topic 820): Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent)
. The ASU removes certain disclosures and the requirement to categorize within the fair value hierarchy
investments for which fair value is measured using the net asset value (NAV) per share practical expedient provided by Accounting Standards Codification 820,
Fair Value Measurement
. The ASU is effective for fiscal years beginning
after December 15, 2015, with early adoption permitted. The ASU should be applied retrospectively to all periods presented. Management has elected to adopt this guidance for the year ended December 31, 2015. Accordingly, presentation of the stable
value collective trust fund at NAV as the fair value practical expedient has been retrospectively applied.
In July 2015, the FASB issued ASU 2015-12,
Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), and Health and Welfare Benefit Plans (Topic 965): Part (I) Fully Benefit-Responsive Investment Contracts, Part (II) Plan Investment
Disclosures, Part (III) Measurement Date Practical Expedient
. This three-part standard simplifies employee benefit plan reporting with respect to fully benefit-responsive investment contracts and plan investment disclosures, and provides for a
measurement-date practical expedient. Parts I and II are effective for fiscal years beginning after December 15, 2015 and should be applied retrospectively, with early application permitted. Part III is effective for fiscal years beginning after
December 15, 2015 and should be applied prospectively, with early application permitted. Management has elected to adopt Topic 962, Parts I and II as of and for the year ending December 31, 2015. Accordingly, the amendments were retrospectively
applied resulting in removal of certain investment disclosures as allowed by ASU 2015-12, Part II. Adoption of the new standards had no impact on the net assets available for benefits as of December 31, 2015 or 2014. Topics 960 and 965, as well as
Part III, are not applicable to the Plan.
Subsequent Events
At the date the financial statements were available to be issued, the Plans management concluded that there were no subsequent events requiring
adjustments to the financial statements or disclosures as stated herein.
3. Income Tax Status
The underlying volume submitter plan has received an advisory letter from the Internal Revenue Service (IRS) dated March 31, 2014 stating that the
form of the plan is qualified under Section 401 of the Internal Revenue Code (the
Code) and therefore, the related trust is tax-exempt. In accordance with Revenue Procedures 2013-6 and 2011-49, the Plan administrator has
determined that it is eligible to and has chosen to rely on the current IRS volume submitter advisory letter. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualified status. The Plan administrator
believes the Plan is being operated in compliance with the applicable requirements of the Code and therefore believes the Plan is qualified and the related trust is tax-exempt.
8
3. Income Tax Status (continued)
Accounting principles generally accepted in the United States require Plan management to evaluate uncertain
tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The plan administrator has
analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2015, there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions.
The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
4. Fair Value
Measurements
The Plan applies the provisions of Accounting Standards Codification Topic 820,
Fair Value Measurement
(ASC 820), to
its financial assets carried in the financial statements at fair value on a recurring basis. ASC 820 defines fair value as the exchange price that would be received to sell an asset in an orderly transaction between market participants at the
measurement date. ASC 820 also establishes a fair value hierarchy and requires categorization of assets measured at fair value into one of three levels based on the inputs used in the valuation. Assets are classified in their entirety based on the
lowest level of input significant to the fair value measurement. The three levels are defined as:
|
|
|
Level 1 Observable inputs based on quoted prices (unadjusted) in active markets for identical assets.
|
|
|
|
Level 2 Observable inputs, other than those included in Level 1, based on quoted prices for similar assets in active markets or quoted prices for identical assets in inactive markets.
|
|
|
|
Level 3 Unobservable inputs that reflect an entitys own assumptions about the inputs a market participant would use in pricing the asset based on the best information available in the
circumstances.
|
There have been no changes in the methodologies used at December 31, 2015 and 2014, nor have there been any transfers
between levels during the years presented. The following is a description of the investments and valuation methodologies used for assets measured at fair value:
Common stock
L.B. Foster common stock is the only common
stock investment available to the Plan and is valued daily at the closing price reported on the active market.
9
4. Fair Value Measurements (continued)
Mutual funds
Various mutual funds are offered to the Plan participants. Mutual funds are publicly traded investments and are valued daily at the closing price reported on
the active market on which the funds are traded.
Stable value collective trust fund
Fidelity Managed Income Portfolio Class 1 (MIP CL 1 Fund) is the only stable value collective trust fund available to the Plan. The Plan uses the
NAV per share of the MIP CL 1 Fund provided by the trustee as a practical expedient to estimate fair value. The practical expedient would not be used if it is determined to be probable that the fund will sell the investment for an amount different
from the reported NAV. Participant transactions (purchases and sales) may occur daily. If the Plan initiates a full redemption of the MIP CL 1 Fund, the issuer reserves the right to require 12 months notification in order to ensure that
securities liquidations will be carried out in an orderly business manner. The MIP CL 1 Funds units are issued and redeemed daily at the constant NAV of $1 per unit. The Funds investment objective is stability of principal and high
current income.
Investments included in the statements of net assets available for benefits include mutual funds totaling $1,920,722 and $1,892,134, the
Companys common stock fund of $4,730 and $10,858, and the Companys Stock Purchase Account of $856 and $1,051, which are stated at fair value as of December 31, 2015 and 2014, respectively. These investments are valued using daily
unadjusted quoted prices and are Level 1 fair value measurements.
Excluded from the fair value disclosure above, the investment in the stable value
collective trust fund is measured at net asset value per share. The net asset value as of December 31, 2015 and 2014 for the investment in the MIP CL 1 Fund is $3,040 and $2,224, respectively. There are no unfunded commitments in regards to the MIP
CL 1 Fund at December 31, 2015.
5. Transactions with Parties-in-Interest
Certain trustee, accounting, and administrative expenses relating to the maintenance of participant records and the Plans administration are absorbed by
the Company and qualify as exempt party-in-interest transactions under ERISA. The Plan also invests in Company stock. The Company is the Plan sponsor, and therefore, transactions qualify as exempt party-in-interest transactions. Notes receivable
from participants also qualify as exempt party-in-interest transactions.
10
6. Reconciliation of Financial Statements to Form 5500
The Form 5500 has been prepared using the fair value of the underlying investments held by the stable value investment fund, instead of using the NAV as the
practical expedient to estimate fair value (see Note 4). The following is a reconciliation of the net assets available for benefits per the financial statements to Schedule H of Form 5500 as of December 31:
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
|
2014
|
|
|
|
|
Net assets available for benefits per financial statements
|
|
$
|
2,135,408
|
|
|
$
|
2,077,346
|
|
Adjustment from NAV to fair value for stable value collective trust fund investment
|
|
|
20
|
|
|
|
33
|
|
|
|
|
|
|
|
|
|
|
Net assets available for benefits per Form 5500
|
|
$
|
2,135,428
|
|
|
$
|
2,077,379
|
|
|
|
|
|
|
|
|
|
|
The following is a reconciliation of the net increase before transfers in the Statement of Changes in Net Assets Available for
Benefits per the financial statements for the year ended December 31, 2015, to net income per Form 5500:
|
|
|
|
|
Net increase before transfers per the financial statements
|
|
$
|
67,316
|
|
Net change in adjustment from NAV to fair value for stable value collective trust fund
investment
|
|
|
(13
|
)
|
|
|
|
|
|
Net income per Form 5500
|
|
$
|
67,303
|
|
|
|
|
|
|
11
Supplemental Schedule
12
Note: The accompanying financial statements classify participant loans as notes receivable
from participants.