L B Foster Co (FSTR) 2015 Q2 法說會逐字稿

Good day, ladies and gentlemen, and welcome to the second-quarter 2015 L.B. Foster earnings conference call. My name is Jasmine and I will be your operator for today. (Operator Instructions)

女士們、先生們，美好的一天，歡迎來到 2015 年第二季 L.B.福斯特財報電話會議。我叫 Jasmine，今天我將擔任您的接線生。 （操作員說明）

I would now like to turn the conference over to your host for today, Mr. Dave Russo, L.B. Foster's Chief Financial Officer. Please proceed.

現在我想將會議交給今天的東道主戴夫·魯索 (Dave Russo) 先生，L.B.福斯特的財務長。請繼續。

Thank you, Jasmine. 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 2015 operating results. My name is Dave Russo and I am the Chief Financial Officer of L.B. Foster.

謝謝你，茉莉花。早安，女士們，先生們。感謝您加入我們的 L.B.福斯特公司召開財報電話會議，回顧公司2015年第二季營運表現。我叫 Dave Russo，是 L.B. 的財務長。促進。

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 significant business issues as well as Company and market developments. Afterward, I will review the Company's second-quarter financial performance, and then we will open up the session for questions.

今天主持電話會議的是 Robert Bauer 先生，L.B.福斯特公司總裁兼執行長。今天早上，鮑伯將回顧公司第二季的業績，並提供有關重大業務問題以及公司和市場發展的最新資訊。隨後，我將回顧公司第二季的財務業績，然後我們將開始提問。

The 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.

透過網路廣播參加本次電話會議的方式已在我們的收益新聞稿中披露，並發佈在 L.B.福斯特公司網站的投資者關係頁面下。該網路廣播將被存檔並保留 30 天。

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, cash flows, margins, operating costs, capital expenditures, and other key business metrics and issues. These statements involve a number of risks and uncertainties that could cause actual results to differ materially from statements we make 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.

在今天的電話會議中，我們的評論和對您問題的答覆可能包含前瞻性陳述，包括公司對業務和市場的前景、現金流量、利潤、營運成本、資本支出以及其他關鍵業務指標和問題等項目。這些陳述涉及許多風險和不確定性，可能導致實際結果與我們今天所做的陳述有重大差異。這些前瞻性陳述僅反映我們截至本簡報發布之日的觀點，我們不承擔根據新資訊或未來事件修改或公開發布這些陳述的任何修訂結果的義務，除非法律要求。

All participants are encouraged to revert to L.B. Foster's annual report on Form 10-K for the year ended December 31, 2014, as updated by any subsequent Form 10-Qs or other pertinent items 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.

鼓勵所有參與者恢復 L.B. Foster 公司截至 2014 年 12 月 31 日止年度的 10-K 表格年度報告，以及向美國證券交易委員會提交的任何後續 10-Q 表格或其他相關項目的更新，以了解有關 L.B. 的更多資訊。促進並更多地了解可能影響我們結果的風險因素。

In addition to the results provided in accordance with United States generally accepted accounting principles, our commentary include certain non-GAAP statements including earnings before interest, taxes, depreciation, and amortization as well as results that exclude certain charges related to the Union Pacific Railroad warranty claim and lawsuit. Reconciliations of US GAAP to these non-GAAP measurements have been included within the Company's 8-K filing. Statements referring to EBITDA or adjusted EBITDA 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 presentation of EBITDA, especially after the recent acquisitions, will provide additional meaningful information to investors to facilitate the comparison of past, present, and forecasted operating results.

除了根據美國公認會計原則提供的結果外，我們的評論還包括某些非 GAAP 報表，包括利息、稅項、折舊和攤銷前利潤以及不包括與聯合太平洋鐵路保固相關的某些費用的結果索賠和訴訟。美國公認會計準則與這些非公認會計準則衡量標準的調節已包含在公司的 8-K 備案中。涉及 EBITDA 或調整後 EBITDA 的報表被視為非 GAAP 衡量標準；雖然它們無意取代我們按照 GAAP 規定的財務業績的列報，但公司相信 EBITDA 的列報，特別是在最近的收購之後，將為投資者提供更多有意義的信息，以便於比較過去、現在、以及預計的經營業績。

With that, we will commence our discussions and I will turn it over to Bob Bauer.

至此，我們將開始討論，我將把它交給鮑伯鮑爾。

Thank you, Dave. Good morning, everyone. Thank you for joining us today.

謝謝你，戴夫。大家，早安。感謝您今天加入我們。

We have quite a bit to cover today, as there are a number of points to make to help you understand what affected the quarter and the year-to-date results. Two of the more significant topics that I'll speak to are the impact on earnings from the energy acquisitions and the change in the overall outlook for 2015.

今天我們有很多內容要介紹，因為有很多要點可以幫助您了解影響本季和年初至今業績的因素。我要談的兩個更重要的主題是能源收購對收益的影響以及 2015 年整體前景的變化。

Before I cover those, though, I'll comment on the overall results and performance of the Company, as mentioned in our press release. Sales were up 3% for the quarter and up 11% for the first six months. Acquisitions were the key contributors to the increases.

不過，在介紹這些內容之前，我將評論公司的整體業績和業績，正如我們的新聞稿中所提到的。本季銷售額成長 3%，前 6 個月銷售額成長 11%。收購是成長的主要推動因素。

Our Tubular and Energy Services segment more than doubled sales on a year-to-date basis, and the bulk of the acquisitions are in there. Construction is up 21% for the first half of the year and 18% in the second quarter. Our precast business has really been going well, and our piling business was also up.

我們的管材和能源服務部門的銷售額今年迄今成長了一倍多，而且大部分收購都在該部門。上半年建築業成長 21%，第二季成長 18%。我們的預製件業務確實進展順利，我們的打樁業務也有所成長。

These increases helped us overcome declines in the Rail business segment which were driven by, first, greatly reduced volume from Union Pacific Railroad and, two, what were expected sales declines from transit products, our rail distribution business, and our European business, which also included some headwinds from currency.

這些成長幫助我們克服了鐵路業務部門的下滑，原因是，首先，聯合太平洋鐵路的銷售量大幅減少，其次，交通產品、我們的鐵路分銷業務和歐洲業務的預期銷售下降，這也導致了鐵路業務部門的下滑。包括貨幣方面的一些不利因素。

Our gross margins continued to improve. They were up 70 basis points in the quarter, and 60 basis points on a year-to-date basis when comparing to the prior-year results. Those again our adjusted for concrete tie related charges that Dave spoke of in both years, for comparison purposes.

我們的毛利率持續改善。與去年同期相比，本季成長了 70 個基點，年初至今成長了 60 個基點。出於比較目的，我們再次對戴夫在這兩年中提到的具體領帶相關費用進行了調整。

When I look at the marketplace and take into consideration that pressure on steel prices persisted through the quarter, I feel like we've been managing through this environment fairly well right now. Steel content varies considerably across our product lines. In some segments, the impact from steel prices affects top-line sales more; in other segments it has more of an impact on raw material costs and inflation -- or deflation in the recent case here happens to be more significant.

當我觀察市場並考慮到整個季度鋼鐵價格持續面臨的壓力時，我覺得我們目前在這種環境下的管理得相當好。我們的產品線中的鋼含量差異很大。在某些領域，鋼材價格對營收的影響較大；在其他領域，它對原材料成本和通貨膨脹的影響更大——或者在最近的情況下，通貨緊縮恰好更重要。

But we tend to be able to adjust costs to avoid any margin compression, and so our margins have looked pretty good, in my opinion. The net gross margin performance for the Rail segment -- again adjusted for these warranty charges -- was up over 100 basis points in the quarter and in the first half. Our Construction gross margins reached 20.8% in the quarter; that was up 240 basis points, and it's up 70 basis points for the first half.

但我們往往能夠調整成本以避免任何利潤壓縮，因此在我看來，我們的利潤看起來相當不錯。鐵路部門的淨毛利率表現（再次根據這些保固費用進行調整）在本季和上半年增加了 100 個基點以上。本季我們的建築毛利率達到 20.8%；上漲了 240 個基點，上半年上漲了 70 個基點。

These two businesses did a great job helping us overcome the difficult environment that we faced in Tubular and Energy Services, where our gross margins were 500 basis points below last year's results in the quarter, and 200 basis points below prior year-to-date results.

這兩項業務做得非常出色，幫助我們克服了管材和能源服務領域面臨的困難環境，本季我們的毛利率比去年同期業績低 500 個基點，比去年同期業績低 200 個基點。

SG&A increases that we reported, coupled with the interest in amortization charges that are in our reported results, unfavorably impacted the pretax income which resulted in a dilutive effect on pretax profit margins and EPS in the quarter and the first half. I think that's the most significant news for the results that we've reported. The SG&A increases, they are largely driven by the new companies we added, but the net result is that the acquisitions were not accretive to earnings in the quarter.

我們報告的 SG&A 增加，加上我們報告的業績中的攤銷費用利息，對稅前收入產生了不利影響，導致本季度和上半年的稅前利潤率和每股收益受到稀釋。我認為這是我們報告的結果中最重要的消息。 SG&A 增加，主要是由我們增加的新公司推動的，但最終結果是收購併沒有增加本季的收益。

EBITDA for the second quarter was up down 5%, but for the first half of 2015 it's up almost 12% at $28.8 million. The impact from acquisitions on EBITDA has been favorable through the first half of the year.

第二季的 EBITDA 下降了 5%，但 2015 年上半年成長了近 12%，達到 2,880 萬美元。今年上半年收購對 EBITDA 的影響一直良好。

What I'd like to do is talk a little bit more about the acquisitions. As a reminder, we closed on two energy businesses, that's IOS and Chemtec Energy Services; and we also closed on Tew Engineering, a UK-based rail and automation systems company. This all happened from the last day of 2014 through the first quarter here of this year in 2015.

我想做的是更多地談論收購。提醒一下，我們關閉了兩個能源業務，分別是 IOS 和 Chemtec Energy Services；我們也收購了英國鐵路和自動化系統公司 Tew Engineering。這一切都是從2014年的最後一天到2015年第一季發生的。

We remain very please with each of these companies. Tew Engineering has great potential, not only in adding value to our European business but also in solutions that can help us penetrate rail and transportation customers worldwide. Their engineering team is going to be a significant asset to our Rail business organization.

我們對這些公司都非常滿意。 Tew Engineering 擁有巨大的潛力，不僅在為我們的歐洲業務增加價值方面，而且在幫助我們滲透到全球鐵路和運輸客戶的解決方案方面。他們的工程團隊將成為我們鐵路業務組織的重要資產。

IOS and Chemtec are equally attractive as two additions in our Tubular and Energy Services business. However, the first half of 2015 includes results that do reflect the weak market conditions that have been brought about by the fall in oil prices.

IOS 和 Chemtec 作為我們管材和能源服務業務中的兩個新成員同樣具有吸引力。然而，2015 年上半年的業績確實反映出油價下跌所帶來的疲軟市場狀況。

We anticipated these conditions and, as we described in prior months, we decided to enter these businesses at a time that we believed was near the low point in the market cycle and that this brought opportunities to acquire great companies with valuations that took into account the fact that oil prices were dropping and production growth would slow in the US. It also took into account our view that price volatility was based on global market share strategies and not on a prolonged recession. So we assumed that, while the price of oil would not rebound to prior levels, that the US would still need tubular services and products to keep oil production even flat at 9 million barrels per day, and that production would begin growing again after market stability returned.

我們預料到了這些情況，正如我們在前幾個月所描述的，我們決定在我們認為接近市場週期低點的時候進入這些業務，這帶來了收購偉大公司的機會，這些公司的估值考慮了事實上，石油價格正在下跌，美國的產量成長將會放緩。它也考慮到了我們的觀點，即價格波動是基於全球市場份額策略，而不是長期衰退。因此，我們假設，雖然石油價格不會反彈至先前的水平，但美國仍需要管材服務和產品來將石油產量維持在每天 900 萬桶，並且在市場穩定後產量將再次開始成長。

In addition, gas is also at a low point, and conversion to using gas as a primary fuel source versus other sources, like coal, continue to progress. We're specifically seeing this in the utility industry.

此外，天然氣也處於低點，相對於煤炭等其他來源，向使用天然氣作為主要燃料來源的轉變仍在繼續進行。我們在公用事業行業尤其看到了這一點。

So this environment is primarily an issue for IOS more than it is for Chemtec. Chemtec Energy Services is a measurement solutions company that's mostly focused on midstream pipeline markets and wasn't expected to be impacted as much by declining oil prices.

因此，此環境主要是 IOS 的問題，而不是 Chemtec 的問題。 Chemtec Energy Services 是一家測量解決方案公司，主要專注於中游管道市場，預計不會受到油價下跌的太大影響。

So if I go back to our investment thesis, it projected that drilling and completions would increase in the next five years. These were long-term strategies that we believed in. Once market stability returned, these markets would continue to grow.

因此，如果我回到我們的投資論文，它預計未來五年鑽探和完井作業將會增加。這些是我們相信的長期策略。一旦市場恢復穩定，這些市場將繼續成長。

The thesis was based on two key drivers: that the current E&P production level will not keep production even at flat output levels -- and that's factoring in productivity as well; and second that inventories for tubular products required for drilling and casing, including lateral drilling, had been depleted in the marketplace and that inventory would need to be restored. Our investment thesis also projected that spending by pipeline operators, especially in midstream applications, would continue, as the need for lowering costs to transport liquids and gas would continue to drive demand as well as the need to continue accessing these new development territories.

該論文基於兩個關鍵驅動因素：即使產量水準持平，目前的勘探與生產生產水準也無法維持生產－這也考慮到了生產力；其次，市場上鑽井和套管（包括橫向鑽井）所需的管材產品庫存已經耗盡，需要恢復庫存。我們的投資論文還預測，管道運營商的支出，特別是在中游應用方面的支出將繼續，因為降低液體和天然氣運輸成本的需求將繼續推動需求以及繼續進入這些新開發領域的需求。

Now for the last six months we've had time to watch the market react to the new environment. In fact, there's already been an uptick in the rig count. Some might think of that as a bit of a head fake; maybe it is.

在過去的六個月裡，我們有時間觀察市場對新環境的反應。事實上，鑽機數量已經增加。有些人可能認為這有點假。也許是的。

But we certainly expect to some long-lasting changes that are going to take place in the E&P market. Some of this includes much greater emphasis on return on investment by well or by location. There is going to be much quicker reaction to the changing conditions, the kind of reactions that are -- as price spikes, get in and get out quickly, take advantage of those sorts of things.

但我們當然預期勘探與生產市場將發生一些持久的變化。其中一些包括更加重視按油井或按位置劃分的投資回報。人們將對不斷變化的條件做出更快的反應，這種反應是——隨著價格飆升，快速進入和退出，利用諸如此類的事情。

But they are going to be, I think, much more responsive than the market. And there's going to be much greater emphasis on cost reduction and cost controls.

但我認為，他們的反應將比市場更敏感。人們將更加重視降低成本和控製成本。

In our opinion, we are positioned to help with these. We are making changes to provide even greater differentiation along those lines.

我們認為，我們有能力幫助解決這些問題。我們正在做出改變，以沿著這些方向提供更大的差異化。

We're closer to the customer with wider coverage across the US than most other suppliers. We're capable of being very responsive as operators want to get in quickly -- in and out quickly.

與大多數其他供應商相比，我們在美國的覆蓋範圍更廣，更貼近客戶。我們能夠快速回應，因為操作員希望快速進入——快速進出。

Our field services can perform and test an inspection at the job site in some cases, helping lower costs. And we can work with anyone's tubulars, including foreign pipe, which is the operator's decision and their inventory. We think that puts us in a very unique position.

在某些情況下，我們的現場服務可以在工作現場執行和測試檢查，這有助於降低成本。我們可以使用任何人的管材，包括外國管材，這是營運商的決定和他們的庫存。我們認為這使我們處於一個非常獨特的位置。

In the midstream area we continue to see less disruption to project activity although some of the customers we serve are in both E&P and the midstream business. As an example, our coated products business, which has significant exposure to midstream customers, it's had a 20% increase in booking orders in the first half of 2015, and our backlog at the end of the quarter is up 41%.

在中游領域，儘管我們服務的一些客戶同時從事勘探與生產和中游業務，但我們繼續看到專案活動受到的干擾較少。舉個例子，我們的塗層產品業務對中游客戶有很大的影響力，2015年上半年的預訂訂單增加了20%，季度末的積壓訂單增加了41%。

Sales in the second half of 2015 for coated products are expected to improve. We've completed our factory upgrade in Birmingham. We've improved productivity and delivery capability, and we're seeing pipeline operators keep projects moving forward as the product still needs to get from point A to point B.

2015年下半年塗層產品的銷售預計將有所改善。我們已經完成了伯明翰工廠的升級。我們提高了生產力和交付能力，我們看到管道運營商使專案繼續向前推進，因為產品仍然需要從 A 點運送到 B 點。

Some of the same factors are contributing to demand for the measurement systems and solutions that Chemtec Energy provides. Their quote activity is roughly equivalent to where it was in 2014.

一些相同的因素也導致了對 Chemtec Energy 提供的測量系統和解決方案的需求。他們的報價活動大致相當於 2014 年。

The competition, however, is a little tougher. There is some price pressure that is bleeding over into this segment, I think from the E&P segment.

然而，競爭有點激烈。我認為，勘探與生產領域正面臨一些價格壓力。

But the need to move product from point A to point B more efficiently has operators discussing projects that, in our view, are intended to go forward. We're going to continue to monitor this closely, as we certainly face an environment that's very difficult to predict.

但是，由於需要更有效地將產品從 A 點轉移到 B 點，因此營運商正在討論我們認為打算繼續推進的專案。我們將繼續密切關注這一情況，因為我們確實面臨著一個很難預測的環境。

Let me turn to this dilutive impact on earnings that we had. While Q2 and the first-half sales and gross margins have been favorable compared to prior year, net earnings and profit margins have declined on a year-over-year basis. We previously anticipated that the recent acquisitions would be accretive; however, the energy market conditions have impacted volume and pricing enough that the income from acquisitions was not sufficient to cover the increases in both interest and the amortization costs associated with them.

讓我談談對我們收益的稀釋影響。雖然第二季和上半年的銷售額和毛利率與去年同期相比較好，但淨利潤和利潤率卻是年減。我們先前預期最近的收購將會帶來增值；然而，能源市場狀況對數量和定價的影響足夠大，以至於收購收入不足以彌補利息和與之相關的攤銷成本的增加。

In the first half, interest and amortization charges alone are up $5 million over the prior year. That's a $0.32 EPS headwind that we needed to overcome. We did overcome some of that, but not all of it.

上半年，光是利息和攤提費用就比前一年增加了 500 萬美元。這是我們需要克服的每股收益 0.32 美元的逆風。我們確實克服了其中一些問題，但不是全部。

Our first-half results also include costs associated with closing these acquisitions. Then in addition to that, our Rail business is continuing to make adjustments for the loss of sales from Union Pacific. We did recognize cost in the quarter related to our inefficiencies as this sales volume declined, and there are a number of operations dealing with volume adjustments which are taking place at a more rapid pace than we originally predicted.

我們的上半年業績還包括與完成這些收購相關的成本。除此之外，我們的鐵路業務正在繼續針對聯合太平洋公司的銷售損失進行調整。由於銷售量下降，我們確實認識到本季度與效率低下相關的成本，並且有許多涉及銷售調整的業務的速度比我們最初預測的要快。

Rail segment sales, for your information, to Union Pacific for this quarter were $5.7 million. In comparison, that's down from $9.8 million in the second quarter of 2014.

據您所知，本季聯合太平洋鐵路部門的銷售額為 570 萬美元。相比之下，這一數字低於 2014 年第二季的 980 萬美元。

Looking at SG&A, the reported SG&A increases, as I mentioned, are largely from the acquisition impact, but in addition there is acquisition-related costs. There's also costs associated with the Union Pacific litigation that are in there.

就SG&A而言，正如我所提到的，所報告的SG&A成長主要來自收購影響，但此外還有收購相關成本。其中還有與聯合太平洋訴訟相關的費用。

We are continuing to fund our SAP project which is going very well at this point. But we are deferring other expenses everywhere we possibly can at this point.

我們將繼續資助我們的 SAP 項目，目前該項目進展順利。但目前我們正在盡可能推遲其他費用。

So that has led us to our revised outlook. Our revised outlook is no longer anticipating improvements in the energy market in 2015. Sales for IOS and Chemtec have been reduced in the second half to reflect this current outlook.

這導致我們修改了前景。我們修改後的展望不再預期 2015 年能源市場會有所改善。下半年 IOS 和 Chemtec 的銷售額已減少，以反映當前的展望。

We've also lowered sales for Rail Products due to the termination of our supply contract on concrete ties with Union Pacific. Sales of our Rail Products to UP, they were approximately $24 million in the second half of 2014, that's last year's second half; and so these sales will not occur in the second half of 2015.

由於我們與聯合太平洋公司的具體供應合約終止，我們也降低了鐵路產品的銷售。我們向 UP 銷售的鐵路產品，​​2014 年下半年（去年下半年）約 2,400 萬美元；因此，這些銷售不會在 2015 年下半年發生。

We widened our forecasted sales range for the full year, as many of the factors discussed led to an environment that's making it more difficult to forecast. Without an improvement in sales volume, the acquisitions will continue to have an unfavorable impact on EPS for the next two quarters. We lowered and widened our range on forecasted earnings as well and have also reflected the dilutive impact that acquisitions are having.

我們擴大了全年的預測銷售範圍，因為討論的許多因素導致了預測變得更加困難的環境。如果銷售量沒有改善，收購將繼續對未來兩季的每股盈餘產生不利影響。我們也降低並擴大了預測收益的範圍，並反映了收購所產生的稀釋影響。

In addition, the EPS forecast has also taken into account a reduction in earnings from our joint venture, LB Pipe & Coupling, which serves the oil country tubular goods market. We don't consolidate that acquisition, but we do benefit from the earnings to it, which typically contribute each year. That business is off, and there is a reduction of the Rail profitability due to the sales volume adjustments that I just spoke of.

此外，每股盈餘預測也考慮了我們的合資企業 LB Pipe & Coupling 的收益減少，該公司為石油國家管材市場提供服務。我們不會合併該收購，但我們確實從其收益中受益，這些收益通常每年都會貢獻。該業務已關閉，並且由於我剛才談到的銷量調整，鐵路盈利能力有所下降。

Now EBITDA, on the other hand, continues to improve over prior year. It reached $28.8 million in the first half of 2015, and we're forecasting EBITDA in the range between $65 million and $71 million, which would be an improvement over the 2014 non-GAAP number of $60 million. We'll continue to focus on EBITDA improvements over prior year, as well as cash flow for the balance of the year.

另一方面，現在 EBITDA 比上年繼續改善。 2015 年上半年達到 2,880 萬美元，我們預測 EBITDA 在 6,500 萬美元至 7,100 萬美元之間，這將比 2014 年非 GAAP 數字 6,000 萬美元有所改善。我們將繼續關注 EBITDA 較上年的改善以及今年剩餘時間的現金流。

By the way, IOS and Chemtec are cash flow positive. Both have taken actions to lower costs to align with their business levels.

順便說一句，IOS 和 Chemtec 的現金流為正。兩家公司都採取了降低成本的行動，以適應其業務水平。

We're going to carefully manage SG&A spending in all areas of our business in the coming quarters, assuming there's no change in sales activity -- and that means improvement in sales activity. And we're going to carefully manage capital spending over the remainder of the year and intend to reduce what was originally planned for the year.

假設銷售活動沒有變化，我們將在未來幾季仔細管理我們業務所有領域的銷售、一般行政費用支出，這意味著銷售活動有所改善。我們將在今年剩餘時間內謹慎管理資本支出，並打算減少今年原計劃的支出。

So we've got some work to do, and we're getting after that. So with that, I hope that gives you some insight into our view of things. I'm going to return it back to Dave here, and he'll go through the second quarter and some other important numbers.

所以我們還有一些工作要做，我們正在努力做到這一點。因此，我希望這能讓您對我們對事物的看法有所了解。我將把它還給戴夫，他將詳細介紹第二季和其他一些重要數據。

Thank you, Bob. As discussed in our earnings press release, L.B. Foster's operating results include certain costs related to the Union Pacific product warranty claims and lawsuit. In the second quarter of 2015 we incurred charges of approximately $400,000 related to the write-down of certain assets in Tucson, Arizona, attributable to the receipt of a termination notice from Union Pacific regarding our concrete tie supply agreement. We also incurred just over $150,000 of litigation costs in the second quarter.

謝謝你，鮑伯。正如我們在收益新聞稿中所討論的，L.B.福斯特的經營業績包括與聯合太平洋產品保固索賠和訴訟相關的某些費用。 2015 年第二季度，由於收到聯合太平洋公司關於我們的混凝土領帶供應協議的終止通知，我們因亞利桑那州圖森市某些資產的減記而產生了約 40 萬美元的費用。第二季我們也產生了超過 15 萬美元的訴訟費用。

In the second quarter of 2014, as we have discussed previously, we incurred a $4.6 million pretax warranty charge related to concrete railroad ties. There will be times during my discussion when I specifically exclude these costs to facilitate a more meaningful comparison of operating results.

正如我們之前所討論的，2014 年第二季度，我們產生了與混凝土枕木相關的 460 萬美元稅前保固費用。在我的討論中，有時我會特別排除這些成本，以便對營運結果進行更有意義的比較。

With that, net sales for the second quarter of 2015 were $171.4 million compared to $166.8 million in the prior year, a 2.7% increase. The sales increase was due to a 99.7% increase in Tubular and Energy Services segment sales, and an 18.4% improvement in Construction segment sales, partially offset by a 19.2% decline in Rail Products and Services segment sales.

由此，2015 年第二季的淨銷售額為 1.714 億美元，較上年同期的 1.668 億美元成長 2.7%。銷售額成長的原因是管材和能源服務部門銷售額成長了 99.7%，建築部門銷售額成長了 18.4%，但部分被鐵路產品和服務部門銷售額下降 19.2% 所抵銷。

The Tubular and Energy segment sales increase was due to the sales contributions made by the December 2014 Chemtec Energy Services acquisition and the March 2015 Inspection Oilfield Services acquisition, partially offset by a decline in coated and threaded products sales. The Construction Products segment sales increase was due to increased sales in our precast concrete products division, which includes the third-quarter 2014 Carr Concrete products acquisition, as well as to an increase in piling product sales.

管材和能源部門的銷售成長是由於 2014 年 12 月收購 Chemtec Energy Services 和 2015 年 3 月收購 Inspection Oilfield Services 所做出的銷售貢獻，但部分被塗層和螺紋產品銷售額的下降所抵消。建築產品部門銷售額的成長是由於我們的預製混凝土產品部門的銷售額增加（包括 2014 年第三季收購的 Carr Concrete 產品）以及打樁產品銷售額的增加。

The decrease in Rail Products and Services segment sales was due to reduced sales in the rail distribution, Allegheny Rail Products, transit products, and rail technologies businesses, partially offset by sales contribution from our January 2015 Tew Engineering acquisition. So these reductions in Rail's sales were attributable to a number of factors, including: a $4.1 million reduction in Union Pacific Railroad sales; a $1.3 million reduction in sales due to fluctuations in currency rates; a general softening in Rail Products in general, as Class I commodity car loadings declined by 7.6%. Sales in our transit products business were also negatively impacted by $3.6 million due to its Honolulu transit project coming to a close.

鐵路產品和服務部門銷售額的下降是由於鐵路分銷、阿勒格尼鐵路產品、交通產品和鐵路技術業務的銷售額減少，但部分被我們 2015 年 1 月收購 Tew Engineering 的銷售貢獻所抵消。因此，鐵路銷售額的減少是由多種因素造成的，其中包括： 聯合太平洋鐵路銷售額減少了 410 萬美元；由於匯率波動，銷售額減少 130 萬美元；鐵路產品整體疲軟，一級商品車裝載量下降 7.6%。由於檀香山交通項目即將結束，我們的交通產品業務的銷售額也受到了 360 萬美元的負面影響。

As a percentage of second-quarter 2015 sales, Tubular accounted for 20%, Construction was 29%, and Rail totaled 51% of consolidated sales. As mentioned in our earnings release, second-quarter bookings were $163.2 million, an increase of 1% compared to last year's second quarter, due to a significant contribution from acquisitions completed since the third quarter of 2014.

在 2015 年第二季銷售額中，管材佔 20%，建築佔 29%，鐵路佔合併銷售額的 51%。正如我們在財報中提到的，第二季的預訂量為 1.632 億美元，與去年第二季相比成長了 1%，這得益於 2014 年第三季以來完成的收購的巨大貢獻。

Tubular and Energy Service bookings increased 224%. Excluding recent acquisitions, Tubular bookings would have increased by 41.5%.

管材和能源服務預訂量增加了 224%。如果不包括最近的收購，Tubular 的預訂量將增加 41.5%。

Rail Products and Services bookings declined by 22.9% in the current-year quarter. On a year-to-date basis, Rail bookings are down by 14.5%.

本季鐵路產品和服務預訂量下降了 22.9%。今年迄今，鐵路預訂量下降了 14.5%。

Construction Products bookings declined by 7.4% principally due to order reductions in the piling business, partially offset by bookings of Carr Concrete Products which we acquired in Q3 of last year.

建築產品訂單下降 7.4%，主要是因為打樁業務訂單減少，部分被我們去年第三季收購的卡爾混凝土產品訂單所抵銷。

Order backlog stood at $207.8 million at the end of the second quarter of this year, down 16.2% from the second quarter of 2014. The decrease was principally due to reductions in our rail distribution, concrete ties, and piling products businesses, partially offset by the backlog of acquired businesses as well as increased backlog in certain of our legacy businesses including transit products and coated products.

截至今年第二季末，積壓訂單為 2.078 億美元，比 2014 年第二季下降 16.2%。這一下降主要是由於我們的鐵路分銷、混凝土枕木和打樁產品業務的減少，部分抵消了收購業務的積壓以及我們某些傳統業務（包括運輸產品和塗層產品）積壓的增加。

Gross profit margin was 21.6% in the second quarter of 2015, 70 basis points higher than the prior-year quarter, after excluding the prior-year and current-year warranty-related charges from the Union Pacific Railroad warranty and lawsuit. The improvement was principally due to increased Rail and Construction margins partially offset by lower Tubular gross profit margins.

在扣除聯合太平洋鐵路保固和訴訟中的去年和本年保固相關費用後，2015 年第二季的毛利率為 21.6%，比去年同期高出 70 個基點。這一改善主要是由於鐵路和建築業利潤率的增加被管狀毛利率的下降部分抵消。

The Rail improvement was due to operational improvements in our rail technologies and concrete tie businesses. The Construction segment expansion was principally due to increased piling products margins and volume-driven precast buildings gross margins.

鐵路的改善歸功於我們鐵路技術和混凝土枕木業務的營運改善。建築業務的擴張主要是由於樁基產品利潤的增加和數量驅動的預製建築毛利率的增加。

Selling and administrative expenses, as Bob mentioned, increased by $4.7 million or 23.9% to $24.3 million in the second quarter, principally due to the inclusion of costs of our acquired businesses, increased personnel-related costs in the base business, as well as integration activity costs. Second-quarter S&A expense represented 14.2% of sales as compared to 11.7% of sales in the prior-year quarter.

正如 Bob 所提到的，第二季銷售和管理費用增加了 470 萬美元或 23.9%，達到 2,430 萬美元，主要是由於包括了我們收購的業務的成本、基礎業務中與人員相關的成本增加以及整合活動成本。第二季 S&A 費用佔銷售額的 14.2%，去年同期為 11.7%。

Second-quarter pretax income was $7.8 million or 4.6% of sales, compared to $10.2 million or 6.1% of sales in the prior year. After excluding costs related to the Union Pacific warranty and lawsuit, pretax income declined by 42.5% to $8.3 million for the quarter.

第二季稅前收入為 780 萬美元，佔銷售額的 4.6%，而去年同期為 1,020 萬美元，佔銷售額的 6.1%。排除與聯合太平洋公司保固和訴訟相關的成本後，季度稅前收入下降 42.5% 至 830 萬美元。

As mentioned in our earnings press release, the effective tax rate for the second quarter of 2015 was 31.5%, compared to 32.9% in the second quarter of 2014. The decrease in the rate was principally due to the recognition of favorable uncertain state tax positions during this year's second quarter.

正如我們在收益新聞稿中提到的，2015 年第二季度的有效稅率為 31.5%，而 2014 年第二季度為 32.9%。稅率下降主要是由於認識到有利的不確定州稅收狀況今年第二季度期間。

EBITDA, as adjusted for warranty and litigation costs in the current- and prior-year quarters, was $16.8 million for the second quarter of 2015 compared to $17.6 million in the prior-year quarter, a decrease of 4.4%. On a year-to-date basis, however, adjusted EBITDA was $28.8 million compared to $25.8 million, an increase of $3 million or 11.7%.

2015 年第二季的 EBITDA（根據本季和上季的保固和訴訟成本進行調整）為 1,680 萬美元，而去年同期為 1,760 萬美元，下降了 4.4%。然而，從年初至今來看，調整後 EBITDA 為 2,880 萬美元，較 2,580 萬美元增加了 300 萬美元，即 11.7%。

Turning to the balance sheet, working capital net of cash increased by $12.8 million in the second quarter. This was due principally to accounts receivable increase by $9.8 million in the quarter.

轉向資產負債表，第二季扣除現金的營運資本增加了 1,280 萬美元。這主要是由於本季應收帳款增加了 980 萬美元。

Core business DSO at June 30, 2015 remained at 49 days, but the consolidated Company DSO was 51 days, as all acquisitions now have enough history to be included in the calculation. Inventory remained relatively unchanged from March 2015, as did accounts payable and deferred revenue.

2015 年 6 月 30 日的核心業務 DSO 仍為 49 天，但合併後的公司 DSO 為 51 天，因為所有收購現在都有足夠的歷史記錄可以包含在計算中。與 2015 年 3 月相比，庫存保持相對不變，應付帳款和遞延收入也是如此。

Cash provided by operating activities in the second quarter was $5.5 million compared to a prior-year $0.5 million usage of cash. On a year-to-date basis, cash used in operating activities was $1.9 million in 2015, compared to cash generated in the prior year of $31.7 million. As we have discussed on previous calls, the prior year was favorably impacted by a significant reduction in accounts receivable, which was anticipated as we resolved slow collections on certain projects and customers that built up in the second half of 2013.

第二季經營活動提供的現金為 550 萬美元，而去年同期的現金使用量為 50 萬美元。年初至今，2015 年經營活動使用的現金為 190 萬美元，而前一年產生的現金為 3,170 萬美元。正如我們在之前的電話會議中討論的那樣，上一年受到應收帳款大幅減少的有利影響，這是我們預計到的，因為我們解決了2013 年下半年建立的某些項目和客戶的收款緩慢問題。

Capital expenditures were $3.8 million, compared to $4.2 million in the prior-year quarter. Year to date we have spent $8.2 million in 2015 compared to $7.7 million last year.

資本支出為 380 萬美元，去年同期為 420 萬美元。年初至今，我們在 2015 年花了 820 萬美元，而去年為 770 萬美元。

We anticipate spending approximately $15 million to $17 million in capital programs for all of 2015, which includes our ERP program. The 2015 anticipated capital programs are inherent in all three business segments and are aimed at providing new and expanded manufacturing capabilities, improved service and product availability to the customer, and increased manufacturing efficiencies in future periods that we believe will improve shareholder value on a longer-term basis.

我們預計 2015 年將全年在資本項目上支出約 1,500 萬至 1,700 萬美元，其中包括我們的 ERP 項目。 2015 年預期的資本計畫是所有三個業務部門所固有的，旨在提供新的和擴展的製造能力，改善客戶的服務和產品可用性，並提高未來時期的製造效率，我們相信這將在較長時期內提高股東價值。術語基礎。

Based upon recent results, however, we have scaled back certain capital programs until we see improved cash flow performance. We anticipate that full-year cash generated from operating activities will exceed capital expenditures, debt service payments, dividends, and share repurchases in 2015.

然而，根據最近的結果，我們已經縮減了某些資本計劃，直到我們看到現金流表現有所改善。我們預計 2015 年全年經營活動產生的現金將超過資本支出、償債支付、股利和股票回購。

Debt at the end of June was $218.5 million, relatively unchanged from March. As described in more detail previously, our new revolving credit agreement was amended and restated during the first quarter to accommodate the increased acquisition activity.

6 月底的債務為 2.185 億美元，與 3 月相比基本持平。如前所述，我們的新循環信貸協議在第一季進行了修訂和重述，以適應收購活動的增加。

In summary, we intend to proactively manage expenses, capital expenditures, and our resulting cash flows very closely during the coming months. That concludes my comments on the second quarter, and I will now send it back to Jasmine to open up the session for questions.

總之，我們打算在未來幾個月內積極主動地管理費用、資本支出以及由此產生的現金流。我對第二季的評論到此結束，現在我將其發回給 Jasmine，以開始提問環節。

(Operator Instructions) Brent Thielman, D.A. Davidson.

（操作員說明）Brent Thielman，D.A.戴維森。

Hey, good morning. Yes, I guess within that new EBITDA guidance, what are you building in for the energy acquisitions? And can you remind us what you were assuming before for EBITDA?

嗨，早安。是的，我想在新的 EBITDA 指導中，你們為能源收購準備了什麼？您能否提醒我們您先前對 EBITDA 的假設是什麼？

You're talking about (technical difficulty) Brent?

你說的是（技術難度）布倫特？

For the energy acquisitions, just what you are building in for the year for EBITDA.

對於能源收購，這正是您為今年的 EBITDA 所做的準備。

(technical difficulty) There are so many different acquisitions that we have that are -- starting in Q3 of last year with Carr Concrete, all the way through IOS in March of this year -- that we're just not going to necessarily break them out right now, and especially to provide the deltas as far as what we originally expected and what we expect currently.

（技術難度）我們有很多不同的收購——從去年第三季的 Carr Concrete 開始，一直到今年 3 月的 IOS——我們不一定要打破它們現在就出來，特別是提供我們最初預期和當前預期的增量。

Okay. But I guess just thinking about the energy business in general going into the second half, is this a quarterly run rate we should think about in terms of profit contribution?

好的。但我想，只要考慮一下進入下半年的能源業務，我們是否應該從利潤貢獻的角度考慮這個季度運行率？

Yes, I mean obviously coming into the year we expected the energy acquisitions to be accretive. We've certainly based on the recent run rate of the quarter, Brent, have changed our focus on that. They've obviously struggled more than we originally anticipated. So while there's obviously still positive EBITDA coming in future quarters, the expectations of the energy acquisitions especially have declined substantially from Q1 to where we are right now.

是的，我的意思是，顯然進入這一年我們預計能源收購將會增加。我們當然根據布倫特本季最近的運行率，改變了我們對此的關注點。他們的掙扎顯然超出了我們最初的預期。因此，儘管未來幾季的 EBITDA 顯然仍為正數，但對能源收購的預期尤其從第一季大幅下降至目前的水平。

Okay. Then just on the Rail side, I mean a 19% decline in sales, but the margins are holding up fairly nicely. Is there an anomaly in there? Or as we see this pressure into the second half, do you expect that to slip a bit more?

好的。然後就鐵路方面而言，我的意思是銷售額下降了 19%，但利潤率保持得相當不錯。難道裡面有什麼異常嗎？或者當我們看到下半年的壓力時，您是否預期壓力會進一步下滑？

Well, there's no anomaly in the gross profit numbers, if you are asking whether or not there was a one-time impact or something that made the number favorable, when you might have expected it to be less favorable given the volume loss. There is some favorable mix in there. We do have more product sales and a little less distribution sales that's helping gross profit margins.

好吧，如果您詢問是否存在一次性影響或使該數字有利的因素，那麼毛利數字並沒有異常，而考慮到銷量損失，您可能預計該數字會不太有利。其中有一些有利的組合。我們的產品銷售確實有所增加，而分銷銷量則有所減少，這有助於提高毛利率。

But we basically have a lot of cost reductions that have been coming through. We've got some restructuring in facilities that are helping. We're consolidating some products into some of our existing factories. We've been moving a factory from Montreal into Niles, Ohio.

但我們基本上已經實現了許多成本削減。我們對設施進行了一些重組，這很有幫助。我們正在將一些產品整合到我們現有的一些工廠中。我們已經將一家工廠從蒙特婁搬到俄亥俄州奈爾斯。

Those things are leading to just better management of our cost of goods sold. So there's clearly an impact in there from that.

這些事情有助於更好地管理我們的銷售成本。所以這顯然會產生影響。

Then I guess just lastly, I know you're still digesting these deals to an extent. I would love to get your thoughts, I guess, on appetite to look at maybe more aggressive buyback at this point. Any color there?

然後我想最後，我知道您仍在一定程度上消化這些交易。我想，我想了解您的想法，是否有興趣在此時考慮更激進的回購。那裡有什麼顏色嗎？

Yes. Buyback of shares?

是的。回購股票？

That's right.

這是正確的。

Yes, we are approved to do that. We are continuing to have some conversations along those lines. And given where the stock price is, I'm sure that we're going to have more discussions about pulling the trigger on some of that.

是的，我們被批准這樣做。我們正在繼續沿著這些思路進行一些對話。考慮到股價的情況，我相信我們將會就觸發其中的一些問題進行更多的討論。

Okay, thank you.

好的謝謝。

We don't have a number to put out there right now. Can't tell you anything specific about it. But it's certainly an attractive point.

我們現在沒有可以公佈的數字。無法告訴你任何具體的事情。但這確實是一個有吸引力的點。

Okay, understood. Thank you.

好的，明白了。謝謝。

Mike Baudendistel, Stifel.

麥克鮑登迪斯特爾，斯蒂菲爾。

Thank you. First, with the reduced guidance for the acquisitions, does that change your thinking at all as far as having to pay the earnout associated with the IOS acquisition?

謝謝。首先，隨著收購指導的減少，這是否會改變您對於必須支付與 IOS 收購相關的收益的想法？

Yes, absolutely. I can't tell you exactly where it's going to land, until we have a little bit more time under our belt. But it just isn't likely to be very much, if anything at all.

是的，一點沒錯。在我們還有更多時間之前，我無法告訴你它到底會在哪裡著陸。但即使有的話，也不太可能太多。

Okay.

好的。

But you've got to wait for a more definitive answer on that; but it's going to be awful difficult to do anything significant there given the way 2015 is shaping up.

但你必須等待更明確的答案；但考慮到 2015 年的情況，在那裡做任何有意義的事情都將非常困難。

Okay. That's helpful. Then I just want to make sure I understand your rationale for the reduction in the guidance for the acquisitions. It sounds like that lower energy prices should not have been unexpected, because the lower energy prices were already there before the acquisitions were completed and negotiated.

好的。這很有幫助。然後我只是想確保我理解您減少收購指導的理由。聽起來能源價格下降並不令人意外，因為在收購完成和談判之前，能源價格下降就已經存在了。

Was it more of the markets responded more negatively to the lower energy prices than you were anticipating? Or was it some -- mostly other factors that you described in the midstream, etc.?

市場對能源價格下跌的負面反應是否比您預期的要多？或者是一些——主要是您在中游描述的其他因素等等？

No. Well, you hit it with I think your middle point there. The market reaction and the anticipated level of business that we thought we were going to see, it just didn't come in.

不，好吧，我認為你擊中了你的中間點。我們以為我們會看到的市場反應和預期的業務水平，只是沒有出現。

We had clearly lowered our forecast for all of the energy-related acquisitions. The one that we knew would be impacted the most was IOS. I guess I can say it is the forecast that we are missing the most.

我們大幅降低了對所有能源相關收購的預測。我們知道受影響最大的是 IOS。我想我可以說這是我們最缺乏的預測。

So while we thought we had it lowered to the point that we were in a pretty safe area, we didn't lower it enough. So it's just been a bit more severe and it hit us a little faster than we had anticipated.

因此，雖然我們認為我們已經將其降低到了一個非常安全的區域，但我們並沒有將其降低得足夠多。所以它只是比我們預期的更嚴重一些，對我們的打擊也比我們預期的要快一些。

Okay. Then on the Union Pacific business, I guess I was under the impression that there was a longer-term contract in place with Union Pacific where they would buy a specified number of concrete ties. Was I right about that? And if so, did they walk away from that contract completely?

好的。然後在聯合太平洋公司的業務上，我想我的印像是與聯合太平洋公司簽訂了一份長期合同，他們將購買指定數量的混凝土領帶。我的說法正確嗎？如果是這樣，他們是否完全放棄了該合約？

You were right about that, and that is precisely what happened. They have chosen to send us a termination of our supply agreement to provide concrete ties, which they have claimed was the result of our breach of contract; and we would claim that we are not in breach of the contract.

你說得對，事實也正是如此。他們選擇向我們發出終止供應協議的通知，以提供具體的聯繫，他們聲稱這是我們違反合約的結果；我們會聲稱我們沒有違反合約。

Okay. Then the last one for me. I guess the debate has been about whether the Union Pacific is fully priced into the shares at this point. Can you help me quantify some of the risks from here in terms of legal costs you are expected to incur, or what they are suing you for, or anything that might be helpful there?

好的。然後是我的最後一個。我想爭論的焦點是聯合太平洋公司目前的股價是否已完全計入價格。您能否幫我量化這裡的一些風險，包括您預計承擔的法律費用，或者他們起訴您的原因，或任何可能有幫助的事情？

Well, I'll state what I believe I can: that we have adjusted the forecast now for the Company's sales to appropriately reflect going forward the fact that we are not doing business with Union Pacific. For example, there are concrete ties sales that are no longer in our forecast; so we've made the adjustments in that new outlook that take that into consideration.

好吧，我將陳述我相信我能做到的：我們現在已經調整了公司銷售的預測，以適當地反映未來我們不與聯合太平洋公司開展業務的事實。例如，具體的領帶銷售不再在我們的預測範圍內；因此，考慮到這一點，我們對新的前景進行了調整。

We also have in our reported results for the quarter and the first half litigation costs that we have experienced. And we have litigation costs and everything associated with that litigation, we have costs for that in our second-half forecast for 2015.

我們在報告的本季業績和上半年的業績中還列出了我們經歷過的訴訟費用。我們有訴訟費用以及與該訴訟相關的一切費用，我們在 2015 年下半年的預測中也有這方面的費用。

I think beyond that, I'm not sure that I could comment on anything else related to that litigation outcome, other than the fact that there is still a reserve that is on our books for warranty-related charges for concrete ties that we believe is appropriate under the current circumstances.

我認為除此之外，我不確定我是否可以對與該訴訟結果相關的任何其他內容發表評論，除了我們的賬簿上仍然有一項儲備金，用於我們認為與具體關係有關的保固相關費用。在目前的情況下是合適的。

Okay, great. Thanks very much.

好的，太好了。非常感謝。

Does that help?

這樣有幫助嗎？

Yes, that does help.

是的，這確實有幫助。

Beth Lilly, GAMCO Investors.

貝絲莉莉 (Beth Lilly)，GAMCO 投資者。

Good morning. I have several questions. So the reduced guidance, I'm trying to understand. Part of it is due to your acquisitions, but -- and part of it's due to the loss of the Union Pacific business; right?

早安.我有幾個問題。所以減少指導，我試著去理解。一部分是由於您的收購，但是—還有一部分是由於聯合太平洋業務的損失；正確的？

Correct.

正確的。

Okay. Can you split out which is -- can you divide up in terms of what's due to the acquisitions and what's due to the UP?

好的。你能區分一下哪些是——你能根據收購的收益和 UP 的收益來劃分嗎？

Those are numbers that we've decided to not provide that level of detail on this call at this point.

我們決定目前不在本次電話會議中提供這些詳細資訊。

Okay. Okay. All right. Let's talk more about the UP. So in terms of the UP -- there's several different levels of questions here. What's the number of ties that are still in dispute with them?

好的。好的。好的。我們來詳細談談 UP。因此，就 UP 而言，這裡有幾個不同層次的問題。與他們仍有爭議的關係有多少？

Well, boy, we're going to go into a lot of details. I think what we have to do is we've got to use our 10-Q, which has a lot of that information in it. If I start to answer that, we're going to be on here for a while.

好吧，孩子，我們要討論很多細節。我認為我們要做的是使用 10-Q，其中包含許多此類資訊。如果我開始回答這個問題，我們會在這裡討論一段時間。

We are providing that in our 10-Q filing. We've listed the 2013 dispute, the 2014 dispute; essentially have put those numbers out there to help people understand where the dispute stands at this point.

我們在 10-Q 文件中提供了這一點。我們列出了2013年的糾紛、2014年的糾紛；本質上，我們把這些數字放在那裡是為了幫助人們了解目前的爭議。

Okay. Because I have the Q in front of me, and it doesn't -- it only talks about 1.5 million ties or -- that you had your original supply contract. So I'm trying to figure out if the original dispute was resolved, and then they came back and said there were more ties.

好的。因為我面前有 Q，但它並沒有——它只談論了 150 萬條領帶——或者——你有原始的供應合約。所以我想弄清楚最初的爭端是否已經解決，然後他們回來說有更多的連結。

So is it 3 million ties now that are under dispute? I'm looking for the numbers, and I can't find them in here.

那麼現在有300萬條領帶有爭議嗎？我正在尋找這些號碼，但在這裡找不到。

Produced.

製作。

Yes, okay. I guess it was the 10-K that we had outlined more of those disputes in. Let me put it into two categories for you.

是的，好的。我想我們在 10-K 中概述了更多此類爭議。讓我為您將其分為兩類。

There are disputes over the ties that have been submitted on warranty claims. What that refers to is the fact that there were claims that they made for ties to be replaced under warranty that we are stating are not eligible for warranty for a variety of reasons.

對於已提交的保固索賠的關係存在爭議。這指的是這樣一個事實，即有人聲稱他們在保固期內要求更換領帶，但我們聲明由於各種原因不符合保固資格。

The second part of your question, I think, then has to be put into a category of how many ties are in the field still and what may be yet to claim. That is a number I can't provide you, the latter one; so it's something that we just can't state a number two.

我認為，你的問題的第二部分必須歸入一個類別，即該領域仍有多少聯繫以及可能尚未提出要求。這是我無法提供給你的數字，後一個；所以我們無法說出第二個。

We furnished them originally 3 million ties. There are far less than that in track now because many have been replaced. We just -- I didn't bring those numbers into this call with me, on the ones that have been submitted already, because we had been putting them out there in print before. And they are -- if they're not in this Q, but they're in prior documents.

我們最初為他們提供了 300 萬條領帶。軌道上的數量遠遠少於現在，因為許多都已被替換。我們只是——我沒有把那些已經提交的數字帶入這次電話會議，因為我們之前已經將它們打印出來了。它們確實存在——如果它們不在本問題中，但在先前的文檔中。

Okay. Yes, because I just looked.

好的。是的，因為我剛剛看了。

We would be happy to furnish those as a follow-up because we have furnished them in the past in writing. So that's nothing that we can't dig up from prior correspondence.

我們很樂意提供這些後續訊息，因為我們過去已經以書面形式提供過它們。所以這並不是我們不能從之前的信件中挖掘出來的。

Yes, okay. Is there any way that you could quantify the potential liability, then, with the UP?

是的，好的。那麼，有什麼方法可以量化 UP 的潛在責任嗎？

I cannot quantify that for you. We have a dispute that's underway; it has now moved into a category of litigation.

我無法為你量化這一點。我們正在發生爭執；現在它已進入訴訟類別。

We're basically telling anyone that we're defending our position, because we believe we're are doing the right thing for the Company and for the shareholders.

我們基本上告訴任何人我們正在捍衛我們的立場，因為我們相信我們正在為公司和股東做正確的事情。

Okay. So the second question I have then is, so the UPA has basically -- they have let you know that they're terminating the supply contract. So you will -- are you disputing that, that there was a contract? Or are you just letting them walk away?

好的。所以我的第二個問題是，UPA 基本上已經讓你知道他們正在終止供應合約。所以你會——你對合約的存在有爭議嗎？還是你只是讓他們走開？

They have chosen to terminate the supply agreement that pertains to concrete ties that we sell them.

他們選擇終止與我們向他們出售的混凝土領帶有關的供應協議。

Okay.

好的。

There were other products that we have sold them as well. They are not all under contract.

我們也出售其他產品。他們並不都是有合約的。

Okay.

好的。

We're just disputing that we are not in breach of the contract. But that is not changing the direction that this is taking.

我們只是爭論我們沒有違反合約。但這並沒有改變目前的方向。

Got it. Got it. okay. Have you talked about -- what's the total amount of revenue? You gave us the revenue with the UP this quarter, which was -- was it strictly ties that you supplied to them this quarter of $5.7 million?

知道了。知道了。好的。您是否談到過－總收入是多少？您向我們提供了本季 UP 的收入，即您本季向他們提供的 570 萬美元是否嚴格相關？

No. No, that is sale -- all of the numbers that we are quoting are total sales of Rail Products to Union Pacific.

不，不，那是銷售額——我們引用的所有數字都是鐵路產品向聯合太平洋公司的總銷售額。

Got it.

知道了。

Because we're essentially moving down a path where all of those sales are going away, concrete ties and other products. We mentioned the difference in the quarter from prior year: it's down $4 million from last year to this year.

因為我們基本上正在走一條所有銷售、具體領帶和其他產品都消失的道路。我們提到了本季與去年同期的差異：今年比去年減少了 400 萬美元。

Then I also quoted the fact that in the second half of 2014 we sold them approximately $24 million worth of all Rail Products which are not now expected in the second half of 2015.

然後我還引用了這樣一個事實：2014 年下半年，我們向他們出售了價值約 2,400 萬美元的所有鐵路產品，​​而現在預計 2015 年下半年不會出售這些產品。

Okay, okay.

好吧好吧。

So that's a headwind comparison for the second half of 2015.

這是 2015 年下半年的逆風比較。

Got it. okay, okay. All right. Then one last question about this. It sounds like then you are just expecting the UP to go away as a customer, then?

知道了。好吧好吧。好的。然後是關於此的最後一個問題。聽起來您只是希望 UP 作為客戶消失，那麼？

That is the position that Union Pacific has taken with us. We of course didn't want to see it move in that direction, but once they move forward with their decision to take our concrete tie dispute toward litigation, they also have taken the decision to end our commercial relationship at this point.

這就是聯合太平洋公司對我們採取的立場。我們當然不希望看到事情朝那個方向發展，但一旦他們決定將我們的具體領帶糾紛訴諸訴訟，他們也決定在此時結束我們的商業關係。

Yes. Is it hard to go and replace that concrete tie business with another customer? Or can you go find -- can you go to the other Tier 2 or the other Tier 1 railroads and try to fill that capacity up with them?

是的。把具體的領帶業務換成另一個客戶是不是很困難？或者你可以去尋找 - 你可以去其他 2 級或其他 1 級鐵路並嘗試用它們來填補該容量嗎？

Our sales to Union Pacific for concrete ties were in the neighborhood of $10 million per year. It is not easy to replace that with other customers because the concrete tie market is not that large today nor easy to take share.

我們每年向聯合太平洋公司出售的混凝土枕木銷售額約為 1,000 萬美元。要用其他客戶取代它並不容易，因為當今的混凝土領帶市場並不大，也不容易佔據份額。

There is a possibility that we can replace some of that, including in the transit market and other areas. But it's not something we'd be able to do in a short period of time. But I would say we're talking about $10 million of sales in a $700 million annual sales Company.

我們有可能取代其中的一些，包括在交通市場和其他領域。但這不是我們短時間內能夠做到的。但我想說的是，我們談論的是一家年銷售額 7 億美元的公司的 1,000 萬美元銷售額。

Yes, yes, yes. Okay. Okay, great. Thank you. I appreciate you answering all my questions.

對對對。好的。好的，太好了。謝謝。我很感謝你回答我所有的問題。

Cleo Zagrean, Macquarie Capital.

克萊奧·薩格里恩（Cleo Zagrean），麥格理資本。

Good morning and thank you for your time. I wanted to pick up on Rail sales. To get back to the detail about sales decline year on year, about $20 million of decline, you have singled out about $8 million between Union Pacific and transit. But what are the other big drivers of the remaining $12 million? And where do you see that going forward? Thank you.

早上好，感謝您抽出時間。我想了解鐵路銷售情況。為了回到銷售額同比下降的細節，大約下降了 2000 萬美元，您特別指出了聯合太平洋航空​​公司和運輸之間的大約 800 萬美元。但剩餘 1200 萬美元的其他主要驅動因素是什麼？您認為未來會怎樣？謝謝。

Well, the areas that we mentioned -- you've mentioned transit, so you're aware of that one. There is our rail distribution business; our distribution business compared to prior year is not quite running at the same pace. That really means base rail product that we sell to the short lines and to the transits is off.

嗯，我們提到的領域——您提到了交通，所以您知道這一點。還有我們的鐵路配送業務；與去年相比，我們的分銷業務的運行速度不太同步。這實際上意味著我們向短線和公共交通銷售的基礎鐵路產品已經關閉。

And we're seeing some decline in our Allegheny Rail Product business as well -- and again I'm speaking of non-Union Pacific impact here. It's been just a little bit softer than where we were at this time last year. So volume is down in the area of freight rail, if you're listening to what's going on in the freight rail market; so we're seeing some of that.

我們看到我們的阿勒格尼鐵路產品業務也出現了一些下滑——我在這裡再次談到非聯合太平洋的影響。與去年這個時候相比，情況只是稍微軟一點。因此，如果您正在聽貨運鐵路市場的動態，那麼貨運鐵路領域的交易量正在下降；所以我們看到了其中的一些。

But the other area that I mentioned too was Europe. We had planned to be down in Europe, because we just had a great year there last year in our automation handling business, and it was just going to be difficult for us to have a repeat performance. So that's one of the other areas that's off.

但我也提到的另一個地區是歐洲。我們本來計劃去歐洲，因為去年我們的自動化搬運業務剛剛在那裡度過了美好的一年，而且我們很難再有重複的表現。這是其他尚未完成的領域之一。

So in the $12 million, which would be the third remaining, the third biggest driver of decline year-on-year, next to Union Pacific?

那麼，在 1200 萬美元中，這將是剩下的第三個、同比下降的第三大推動因素，僅次於聯合太平洋公司？

It would be our rail distribution piece.

這將是我們的鐵路分配件。

Okay. Appreciate that.

好的。感謝。

Yes. That would be (technical difficulty) half.

是的。那將是（技術難度）的一半。

Okay. Then Union Pacific just to maybe get back to the prior question, to make it easy for us, it would seem like the sales under dispute are about $50 million order of magnitude, of which you've replaced through warranty about half. So is it fair in broad brushes to say that potential litigation, the cost of additional replacement is just the other half of $25 million?

好的。然後聯合太平洋公司可能會回到先前的問題，為了讓我們更容易理解，有爭議的銷售額似乎約為 5000 萬美元的數量級，其中您已通過保固更換了大約一半。那麼，籠統地說，潛在的訴訟、額外更換的成本只是 2500 萬美元的另一半，公平嗎？

I also saw in the 10-Q that Union Pacific is now saying ties out of the Tucson facility are also faulty. So can you explain for us, how much you sold from them are there, and then maybe add to this 5 million total ties estimate? Thank you.

我還在 10-Q 看到聯合太平洋公司現在表示圖森工廠的連接也有問題。那麼您能否為我們解釋一下，您從這些產品中銷售了多少，然後可能會添加到這 500 萬條領帶總數的估計中？謝謝。

Just a moment. Maybe -- we were just conversing. I'm not sure we're getting the right sense of what your question is.

一會兒。也許——我們只是在聊天。我不確定我們是否正確理解了您的問題。

I'm asking if you can confirm this broad calculation that the value of sales Union Pacific for the period under this deal is about $50 million; and you've already replaced the warranty, as far as I see from reserve usage, about half of that. So your total maximum exposure would be the remaining half. Is that fair?

我想問您是否可以確認這一粗略計算，即本次交易期間聯合太平洋公司的銷售額約為 5000 萬美元；而且你已經更換了保固卡，根據我從儲備使用情況來看，大約是一半。所以你的最大總暴露量將是剩下的一半。這樣公平嗎？

And then what is the extra potential liability from this Tucson -- new allegation from Union Pacific that sales from that facility are also faulty, that I saw come up in the 10-Q this morning?

那麼，這家圖森公司的額外潛在責任是什麼——聯合太平洋公司提出的新指控，稱該工廠的銷售也有問題，我今天早上在 10-Q 報告中看到了這一點？

All right. It sounds like you're asking about the reserve but also about sales. Hopefully we've provided enough information on the sales so that you can understand how much sales are coming out. There is no impact with that on the reserve.

好的。聽起來您不僅詢問儲備量，還詢問銷售量。希望我們提供了足夠的銷售訊息，以便您能夠了解銷售量。這對儲備沒有影響。

We believe we make an excellent product at our existing concrete tie facilities, which includes Tucson and Spokane, and that any issues related to the Tucson facility with Union Pacific we're taking up with Union Pacific. We have always stated that our products in Tucson and Spokane are in compliance with any customer's specifications, including Union Pacific's.

我們相信，我們現有的混凝土枕木工廠（包括圖森和斯波坎）生產出出色的產品，並且與聯合太平洋公司圖森工廠相關的任何問題我們都將與聯合太平洋公司解決。我們始終聲明，我們在圖森和斯波坎的產品符合任何客戶的規格，包括聯合太平洋公司的規格。

So I think I might just leave that one there and that the -- on the subject of litigation, I wouldn't confuse the litigation cost with the reserve that sits on our books for warranty. That reserve is for the replacement of ties in the field and not for pending or future litigation costs.

因此，我認為我可能會將這一點留在那裡，關於訴訟主題，我不會將訴訟成本與我們帳簿上的保固準備金混淆。此儲備金用於更換現場關係，而不是用於未決或未來的訴訟費用。

Right, right. So I was wondering about the reserve that you have set up, how much more that reserve could increase if you had to replace all of the ties in the field.

是的是的。所以我想知道你們設立的儲備金，如果你必須更換現場的所有領帶，該儲備金還會增加多少。

That is speculating on something that we've continually mentioned that we won't do. When we have a reserve on the books, that reserve on the books we believe is accurately sized for what we think is the future exposure that we are truly obligated to replace, based on the agreement that we have with the customer.

這是對我們不斷提到但我們不會做的事情的猜測。當我們在帳面上有儲備時，我們認為帳面上的儲備的大小是準確的，根據我們與客戶達成的協議，我們認為我們真正有義務更換的未來風險敞口。

Okay, I appreciate that. Then just a quick follow-up on goodwill. You mentioned in your Q that you think that there is a possibility that results from the acquisitions may account for your -- the lower expectations as compared to the time when you booked that. So is it possible that we will see an impairment before the fourth quarter?

好的，我很欣賞。然後快速跟進善意。您在問題中提到，您認為收購的結果可能會導致您的預期低於您預訂時的預期。那麼我們有可能在第四季之前看到減損嗎？

And any impact on covenants? It seems there is no capital structure covenant in your agreement, but if you can confirm that, and any potential impact on cash taxes.

對契約有什麼影響嗎？您的協議中似乎沒有資本結構契約，但如果您可以確認這一點，以及對現金稅的任何潛在影響。

And if you could tie that up -- maybe just in line that you said you continue to believe in the long-term outlook. So are you telling us you are seeing a lower outlook just for this year for these acquisitions, whereas your longer-term has remained largely unchanged?

如果你能把這一點連結起來——也許正好符合你所說的你繼續相信長期前景。那麼您是否告訴我們，您認為今年這些收購的前景較低，而您的長期前景基本上保持不變？

So, Cleo, there were a lot of questions in there; I'm not sure I got them all. But your first question related to the Q and the valuation of the intangible assets. What we were basically saying there is that we bought -- obviously we're not a private equity firm. We buy companies for the long-term.

所以，克萊奧，裡面有很多問題；我不確定我是否已全部掌握。但你的第一個問題涉及 Q 和無形資產的估值。我們基本上是說我們買了——顯然我們不是一家私募股權公司。我們購買公司是為了長期發展。

We still strongly believe in the strategy behind the acquisition of the energy companies, and we certainly would hope that a short-term hit in actual versus what our original expectations were wouldn't have a significant impact. But given what the rules are, we will certainly probably be reviewing the valuation of the intangible assets in the third quarter of this year to really take a hard look at that.

我們仍然堅信收購能源公司背後的策略，我們當然希望實際的短期打擊與我們最初的預期相比不會產生重大影響。但考慮到規則是什麼，我們肯定會在今年第三季審查無形資產的估值，以真正認真地審視這一點。

We just finished some strategic planning at the Company, so we have what we believe are fresh outlooks on a lot of our businesses, and we'll be incorporating that information. But other than that, we certainly can't predict how that will all come out.

我們剛完成了公司的一些策略規劃，因此我們相信對我們的許多業務都有新的展望，我們將整合這些資訊。但除此之外，我們當然無法預測這一切將會如何結果。

Okay. I appreciate it. Then my last question, would you say that the pace of litigation expenses from the current quarter is a reasonable ballpark estimate going forward?

好的。我很感激。那麼我的最後一個問題是，您是否認為本季的訴訟費用成長速度是一個合理的大致估計？

No; we think that will probably increase some, which is -- that was part of why our guidance changed. The lawsuit wasn't really -- we really didn't commence anything -- the lawsuit wasn't even served to the Company until the second quarter, so that's when we started incurring costs.

不;我們認為這可能會增加一些，這就是我們改變指導的部分原因。該訴訟並不是真的——我們真的沒有開始任何事情——訴訟甚至直到第二季度才送達公司，所以那時我們開始產生費用。

Depending on how we -- the aggressiveness of the schedule and depositions and interrogatories and what have you will impact how -- the amounts. But it will -- we expect it to increase in the second and fourth quarter compared to -- I'm sorry, in the third and fourth quarter compared to the second.

取決於我們如何——日程安排、證詞和質詢的積極性以及你將如何影響——金額。但我們預計，與第二季相比，第二季和第四季會有所增加，對不起，第三季和第四季會增加。

Appreciate it. Thank you very much.

欣賞它。非常感謝。

There are no remaining questions at this time.

目前沒有剩餘問題。

Okay. Well, thank you, everyone. We appreciate the questions. We know there's a lot of things for you to sort through here and we'll continue to do our best to give you as much visibility into the results as we can, including the forecast in outlook for the business. So thanks for joining us and we'll talk to you next quarter.

好的。嗯，謝謝大家。我們感謝您提出的問題。我們知道這裡有很多事情需要您處理，我們將繼續盡最大努力讓您盡可能多地了解結果，包括業務前景的預測。感謝您加入我們，我們將在下個季度與您交談。

Ladies and gentlemen, that concludes today's conference. Thank you for your participation. You may now disconnect. You all have a great day.

女士們、先生們，今天的會議到此結束。感謝您的參與。您現在可以斷開連線。你們都度過了愉快的一天。