Good day, ladies and gentlemen and welcome to the Q3 2015 L.B. Foster Earnings Conference Call. My name is Chris, and I will be your conference moderator for today. At this time, all participants are in listen-only mode. Later we will conduct a question-and-answer session [Operator Instructions]. And at this time, I would now like to turn the conference over to your host for today Mr. David Russo. Sir, you may proceed.

Thank you, Chris. Good morning, ladies and gentlemen. Thank you for joining us for L.B. Foster Company's earnings conference call to review the Company's third quarter 2015 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 third quarter performance and provide an update on significant business issues as well as Company and market developments. Afterward, I will review the Company's third quarter financial performance and then we will open up the session for questions. 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, and other key business metrics. 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, 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, 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. In addition to the results provided in accordance with United States Generally Accepted Accounting Principles, our commentary includes certain non-GAAP statements including the EBITDA and adjusted EBITDA as well as results that exclude certain non-recurrent charges including an impairment charge and charges related to the Union Pacific Railroad Warranty Claim. Reconciliations of U.S. GAAP to these non-GAAP measurements have been included within the Company's 8-K filing. Statements referring to EBITDA, adjusted EBITDA, adjusted gross margins, and adjusted net income 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 these metrics provides additional meaningful information for investors to facilitate the comparison of past, present and forecasted operating results. With that, we will commence our discussion and I will turn it over to Bob Bauer.

Thank you, Dave, good morning, everyone. Thank you for joining us today. This is particularly important call for us as it's critical that we explain the news of this quarter's results in enough detail to make sure that you understand the discussion that’s in our press release. There are a few points I wanted to make before discussing the details. There is a lot of action that's taken place in the Company as we adjust the volume changes, they're associated with the rail industry business, climate as well as the rapidly changing patterns taken place in the energy market. We're placing an extraordinary amount of attention our financial forecasts in light of these fluid market conditions and it's been a particularly challenging year as we have had the react to change in direction that was taken by Union Pacific Railroad to move their business to other suppliers, along with the commodity cycle that is promoted a lot of volatility and produced some of the lowest prices seen in a long time for oil, gas, steel, agriculture products each of which has had some impact on our business. So we're always attempting to be as accurate as possible in our forecasting despite the uncertainty that persists with some of our markets and customers and will continue to do so. We dealt with a number of issues this year which we recognized as risks as the year started that have caused us to fall short of our original projections for year. We will attempt to provide as much information as possible to help you understand both current and the projected business environment that's influencing our results which as I said earlier still very fluid as this year comes to an end. And while we're not making the original full year projections, we…

Thanks Bob. As disclosed in our earnings press release L.B. Foster's third quarter operating results include the following items, the first is $0.7 million adjustment to our warranty reserve related to concrete ties. We review this reserve ever quarter, we look at historical results as well as our expectations in the future and actively manage and adjust this reserve as we see -- as we conduct estimate and forecast. The second was an impairment charge that Bob discussed we recorded an $80.3 million charge related to acquisitions. L.B. Foster's typically performs annual impairment testing in the fourth quarter of every year. This year number of factors indicating a possible impairment might exist during the third quarter led us to accelerate such testing into the third quarter. Our internal accounting team along with a valuation consulting firm went through an involved process to determine that two businesses were impaired. Chemtec Energy Services was purchased at the end of 2014 for little less than $67 million creating goodwill of around $22 million, $10.4 million of that goodwill was deemed impaired. Inspection Oilfield Services or IOS purchased in March of this year for approximately $167 million, created goodwill of $69.9 million, all $69.9 million was deemed impaired for that business. So these two totaled $80.3 million, there was a lot book tax benefit on this charge as not all the goodwill is deductible for tax purposes. The after tax impact was $69.3 million or $6.23 per diluted share. We also tested other intangible and tangible assets and found no issue regarding those assets. We do remind everyone that this charge is considered a non-cash charge that does not impact our operations, bank covenants or cash flows. Bob spoke to the future strategy regarding these businesses and the continued expectation that they will be…

[Operator Instructions] And our first question comes from the line of Beth Lilly with GAMCO Investors. You may proceed.

I have several questions, so you talked about the $12 million reduction in sales in the quarter as it pertains -- in the rail division as it pertains to the UP. So can you just talk about what’s the -- there is couple of different questions within that. One is what’s going on with the UP and the legal battles over the ties? And are you planning now going forward for 2016 with no business with the UP?

That is correct. We now have removed Union Pacific sales from our current forecast for the balance of this year we’re substantially not doing any business any longer and they’ve determined this supply contract for concrete ties which we had announced in our last earnings’ conference call. So we are currently not expect any further sales of concrete ties as well to Union Pacific.

And then you also have other products with them, but they’re buying other stuff from you besides ties. So are you finding that business going away?

Yes, we have described that one before. So to cover that again, they have decided to move that business away from L. B. Foster to other suppliers, so the business that we were doing with them in other rail products has also stopped.

And has the issues that the UP on the tie side, has that led into other relationships with other customers that buy ties from you, and if they pulled businesses from you as a result of this?

We believe it has not and we have not seen our concrete tie business with other customers affected by what has taken place with Union Pacific up to this point.

I’ve two other questions, so you bought Chemtec and Inspection Oilfield Services within the last nine months, and you spend a total of $230 million or $240 million and you took at $80 million write down on those two companies that you’ve acquired. That seems like an enormous write down. And I am wondering can you shed a little more light onto what you paid for those businesses and now nine months later you have to take a write down and it’s disconcerting.

You want to know what we paid Jay and [multiple speakers] on your sheet there the exact number is I think.

I did I mean IOS was right around $167 million and Chemtec was about $66 million.

And so --.

And so those businesses for those values paid were based on forecast and business models that we have put together at the time of the acquisition that we felt were pretty solid and accurately valued the Company and since the time we have made adjustments in their 2015 forecast and the process -- well step back and say that a fair amount of that price paid when into goodwill as you would normally expect that it would and Dave spoke about what those numbers were. And so the process of us going through the impairment testing was accelerated due to certain factors in the market, the fact that our forecast had changed, the fact that we made a downward revision in our earnings projections earlier in the year, our market cap fell below the book value of the Company. So there are a number of things took place and that coupled with the fact that we are using a very high discount rate on forecasted cash flows for those companies now a much higher discount rate than was originally used on their valuations caused them to be deemed goodwill impaired.

So let me ask you, do you think that, did you pay too much in light of having to take the write-down and everything, do you think you paid too much for these businesses?

I’m not going to suggest that. I think that the circumstances in terms of how they were valued, the landscape has changed a bit throughout the course of the year and while our forecast had changed, I believe that there is good long-term value in these companies. Obviously, any sort of write-down in goodwill someone might suggest that, that was the case. But there's a lot of different ways to the value businesses and I am not going to have I think a conversation about that we pay too much for hem at this point, in fact I think it's very early and very little time has elapsed as I said earlier to even go through this test, but there is a lot of conservatism that is taking place right now with companies in the energy market and the values that the market is placing on energy companies given what has taken place are getting more and more conservative all the time and those factors have influenced us.

Okay last question is, you've talked, you’ve made a comment earlier on in the call, that you are very aware of the stock price and they need to increase value, so when you make that statement what is that mean, Bob?

I certainly don't want anyone on the call to think that we have not paid attention to that and that we aren't taking these issues that the Company is facing seriously. So we are placing an intense focus on the things that we think can continue to drive earnings improvement, EBITDA growth, the things that we know will drive and restore the stock price. And we're prioritizing these things in that manner. For example, the capital spending comments that we have that will drive better cash flow than we would've spent more than we are going to, so we are beginning to make decisions about certain levers that we're pulling in the Company and at the top of our list as we make decisions about things that we are doing are going to be the fundamental drivers to financial improvement and EBITDA growth and EPS growth for both the acquired companies and the based companies that will restore and improve the performance of the entire company.

Okay, I have one last question if you don't mind, so in terms of the UP and the status of the tie, I mean, you've put out your Q and there was nothing -- there was no new real information in there in terms of the status of that, can you give us any update on where things sit in terms of your liability and any light you can shed on that?

Yes, we didn't -- right Beth, we didn't have an update in there because really nothing has changed since the last quarter and our report on that. We continue to have the dispute over the warrantee of Grand Island concrete ties. There is a litigation process that is underway as customary with those sorts of things. We don't make any projections on the litigation process. So that process started to unfold really earlier this year and it will continue for the next several quarters. At this point, we do continue to address warrantee issues and we have people that are devoted to working on those particular issues and tracking what is going on with our product in track. But beyond that, there is really nothing that has changed with regard to that situation.

[Operator Instructions] And we have no further questions at this time.

Alright, we’ll go ahead and close the session then. We appreciate everyone support and attention and we will look forward to improved results here and continuing to work on the things that are priority for the Company and for our shareholders. And we’ll talk to you next quarter. Thank you.