form11k401.htm
 
 


UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, D.C.  20549
 
FORM 11-K
 
ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
 
AND SIMILAR PLANS PURSUANT TO SECTION 15(D) OF THE
 
SECURITIES EXCHANGE ACT OF 1934
 
(Mark One)
 
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
 
For the fiscal year ended December 31, 2010.
 
OR
 
[  ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
 
For the transition period from ___________to_____________
 
Commission file number 0-10436.
 
L. B. Foster Company 401(k) and Profit Sharing Plan
(Full title of the plan and the address of plan, if different from that of the issuer named below)
 
L. B. FOSTER COMPANY
 
415 Holiday Drive
 
Pittsburgh, PA 15222
(Name of issuer of the securities held pursuant to the plan and the address of its principal executive office)
 

 
 



 
EXHIBIT INDEX
 
Exhibit 23.1Consent of Independent Registered Public Accounting Firm
 

 
 



Financial Statements and
Other Financial Information
 
L. B. Foster Company 401(k) and Profit Sharing Plan
December 31, 2010 and 2009, and the
Year Ended December 31, 2010
With Report of Independent Auditors

 
 


L. B. Foster Company
401(k) and Profit Sharing Plan
 
Financial Statements
and Other Financial Information
 
December 31, 2010 and 2009, and the
Year Ended December 31, 2010
 
 
Contents
Report of Independent Registered Public Accounting Firm 1
   
Financial Statements  
   
Statements of Net Assets Available for Benefits  2 
Statement of Changes in Net Assets Available for Benefits  3 
Notes to Financial Statements  4 
   
Other Financial Information   
   
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)  12 
 
 
 
 


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
The Plan Administrator
L. B. Foster Company
401(k) and Profit Sharing Plan

We have audited the accompanying statements of net assets available for benefits of the L. B. Foster Company 401(k) and Profit Sharing Plan as of December 31, 2010 and 2009, and the related statement of changes in net assets available for benefits for the year ended December 31, 2010. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2010 and 2009, and the changes in its net assets available for benefits for the year ended December 31, 2010, in conformity with U.S. generally accepted accounting principles.
 
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2010 is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.
 
/s/ Ernst & Young LLP
 
Pittsburgh, Pennsylvania
 
June 29, 2011
 

 
 



 
401(k) and Profit Sharing Plan
 
             
Statements of Net Assets Available for Benefits
 
             
             
   
December 31
 
   
2010
   
2009
 
Assets
           
Investments, at fair value
  $ 50,756,613     $ 43,691,547  
                 
Receivables:
               
Notes receivable from participants
    1,226,234       1,076,722  
Contribution receivable from employer
    750,000       750,000  
Net assets available for benefits
  $ 52,732,847     $ 45,518,269  
                 
See accompanying notes.
               

 


 
2



 
401(k) and Profit Sharing Plan
 
       
Statement of Changes in Net Assets Available for Benefits
 
       
Year Ended December 31, 2010
 
       
       
Additions
     
Investment income:
     
Interest and dividends
  $ 1,020,615  
Net realized/unrealized appreciation in investment fair value
    5,381,131  
Other
    60  
Total investment income
    6,401,806  
         
Interest income from notes receivables from participants
    64,893  
         
Contributions:
       
Employee
    1,978,526  
Employer
    1,649,566  
Rollover
    272,684  
Total contributions
    3,900,776  
      10,367,475  
         
Deductions
       
Benefit payments
    3,138,941  
Administrative expenses
    13,956  
      3,152,897  
         
Increase in net assets available for benefits
    7,214,578  
Net assets available for benefits, beginning of year
    45,518,269  
Net assets available for benefits, end of year
  $ 52,732,847  
         
See accompanying notes.
       

 

 

 
3

L. B. Foster Company
401(k) and Profit Sharing Plan
 
Notes to Financial Statements
 
December 31, 2010 and 2009
 

 
1. Description of Plan
 
Effective March 1, 2007, the Company merged the L. B. Foster Company Retirement Savings Plan into the L. B. Foster Company Voluntary Investment Plan. The consolidated plan became the L. B. Foster Company 401(k) and Profit Sharing Plan. The following brief description of the L. B. Foster Company 401(k) and Profit Sharing Plan (the Plan) is provided for general information purposes. Participants should refer to the summary plan description for more complete information.
 
 
General
 
The Plan is a defined contribution plan extended to all eligible employees of L. B. Foster Company (the Company) who have attained age 18. The L. B. Foster Company Investment Committee, appointed by the Board of Directors of the Company, collectively 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
 
Contributions under the Plan are made by both the participants and the Company. A participant who elects to make pretax contributions of at least the maximum amount subject to company matching can also elect to make additional voluntary contributions on an after-tax basis. Participants may contribute up to 75% of their annual pretax compensation and up to 100% of their compensation on an after-tax basis, subject to Internal Revenue Code limitations. There is no limit on aggregate pretax and after-tax contributions. Participant contributions and employer matching 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 funds 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 participant’s discretion.
 
The Plan includes a provision for an immediate company match. Participants receive 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%. To be eligible for the Company’s matching contributions, participants must make pretax deferral contributions or Roth 401(k) after-tax deferral contributions. The Plan will match on the combined total of these contributions up to the matching limit.
 
4

 
L. B. Foster Company
401(k) and Profit Sharing Plan
 
Notes to Financial Statements (continued)
 
 
1. Description of Plan (continued)
 
The Company, upon resolution of the Board of Directors, may make a discretionary profit-sharing contribution of an amount out of, but not in excess of, the Company’s current or accumulated profits. Participants must have attained one year of service as of the last day of the plan year in order to be eligible for the discretionary profit-sharing contribution, if any, for that year. Discretionary profit-sharing contributions are directed into eligible participant accounts based on the participants’ investment elections at the time the contribution is made. Discretionary profit-sharing contributions of $750,000 were approved for both 2010 and 2009. The Company’s matching contributions may be reduced by forfeitures that accumulate from terminations of participants with nonvested employer matching contributions. During the year ended December 31, 2010, no forfeitures were utilized to reduce company contributions. At December 31, 2010, forfeitures of $18,908 were available to reduce future company contributions. No forfeitures were available to reduce future company contributions at December 31, 2009.
 
 
Vesting
 
A participant’s vested interest in the Plan on any date is equal to the sum of the values of (a) that portion of the participant’s account attributable to the participant’s contributions and (b) that portion of the participant’s account attributable to the Company’s contributions multiplied by the applicable vesting percentage plus or minus related earnings (losses). Participants are 100% vested in the Company’s contributions after two years of eligible service. Notwithstanding the above, a participant who terminates from the Plan by reason of retirement, disability, or death is fully vested in their participant account.
 
 
Distributions
 
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 the distribution occurs and that the participant has at least five years of service. As provided by the Plan, the distribution to which a participant is entitled by reason of normal, early, late, or disability retirement, death, or termination of employment may be made in the form of direct rollover, annuity, cash, or partly in cash and partly as an annuity. The amount of such distribution is equal to the participant’s vested account balance on the valuation date.
 
5

 
L. B. Foster Company
401(k) and Profit Sharing Plan
 
Notes to Financial Statements (continued)
 
 
1. Description of Plan (continued)
 
 
Withdrawals
 
Under the Plan, a participant may elect to withdraw voluntary, after-tax contributions made to the Plan prior to January 1, 1987. Such withdrawals are subject to a $1,000 minimum. In the event of extreme hardship and subject to certain restrictions and limitations, a participant may withdraw their vested interest in the portion of their account, subject to a $500 minimum, attributable to matching, fixed, and discretionary contributions, and related earnings. The Plan also allows for age 59½ in-service withdrawals of all or any portion of the participant’s vested account balance.
 
 
Participants’ Accounts
 
Each participant’s account is credited with the participant’s pretax and voluntary contributions, the participant’s allocable share of company contributions, and related earnings of the funds. Participants’ accounts may be invested in 10% increments into any of the mutual funds available under the Plan at the direction of the participant.
 
 
Loans
 
A participant may obtain a loan equal to the lesser of 50% of their vested account balance or $50,000. The loan proceeds are deducted from the participant’s 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. The repayment period for a loan that is obtained for purchasing a primary residence may be as long as 360 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.
 
 
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.
 
6

 
L. B. Foster Company
401(k) and Profit Sharing Plan
 
Notes to Financial Statements (continued)
 
 
2. Summary of Significant Accounting Policies
 
 
Valuation of Investments
 
Mutual fund values are based on the underlying investments. Mutual fund securities traded on security exchanges are valued at the latest quoted sales price. Securities traded on a national securities exchange are valued at the last reported sales price on the last business day of the plan year. Realized gain or loss includes recognized gains and losses on the sale of investments. Unrealized appreciation or depreciation represents changes in value from original cost. 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 Plan’s 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. No allowance for credit losses has been recorded as of December 31, 2010 or 2009. 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.
 
 
Basis of Accounting
 
The financial statements of the Plan are maintained on the accrual basis. The Plan evaluated subsequent events through the date the financial statements were issued.
 
 
Use of Estimates
 
The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
 
 
Expenses
 
The Company, as provided by the Plan, pays expenses of the Plan. Expenses incurred to establish and maintain a loan are charged to the applicable participant.
 
7

 
L. B. Foster Company
401(k) and Profit Sharing Plan
 
Notes to Financial Statements (continued)
 
 
3. Investments
 
For the year ended December 31, 2010, the Plan’s investments (including investments bought, sold, and held during the year) appreciated (depreciated) in value as follows:
 
         
Net Realized/
 
         
Unrealized
 
   
Fair Market
   
Appreciation
 
   
Value
   
(Depreciation)
 
Mutual Funds:
           
Fidelity Investments:
           
Equity Income Fund
  $     $ (53,876 )
Government Income Fund
    1,774,376       6,637  
Balanced Fund
    1,096,483       109,917  
Low Price Stock Fund
    1,989,803       328,562  
Small Cap Stock Fund
    1,737,693       310,739  
Value Fund
          (4,203 )
International Discovery Fund
    2,760,366       159,381  
Cap Appreciation Fund
    686,387       81,531  
Spartan Extended Market Index Fund
    451,842       125,059  
Spartan International Index Fund
    495,160       34,205  
Spartan 500 Index Fund
    2,749,679       300,838  
Freedom Income Fund
    91,839       5,175  
Freedom 2000
    15,641       40  
Freedom 2010
    1,572,231       113,600  
Freedom 2020
    2,230,640       168,719  
Freedom 2030
    2,210,811       199,542  
Freedom 2040
    852,931       84,231  
Freedom 2005
    601,828       33,617  
Freedom 2015
    1,324,218       104,705  
Freedom 2025
    645,269       59,480  
Freedom 2035
    130,830       13,273  
Freedom 2045
    398,711       34,836  
Freedom 2050
    294,504       25,049  
Retirement Government Money Market Fund
    4,481,113        
Mutual Shares Class A
    4,522,377       365,856  
Davis NY Venture Fund
    3,538,475       337,391  
Columbia Acorn Select Z Fund
    1,876,291       344,202  
PIMCO Total Return Fund
    4,002,049       957  
PIMCO Real Return Institutional Fund
    184,225       5,108  
Oppenheimer Developing Markets A Fund
    248,211       7,331  
Allianz NFJ Small Cap Value Fund
    1,609,882       289,718  
Rydex/SGI Mid Cap Value A Fund
    164,260       20,650  
      44,738,125       3,612,270  
Common Stock:
               
L. B. Foster Company Stock Fund
    6,017,420       1,768,861  
L.B. Foster Company Stock Purchase Account
    1,068        
    $ 50,756,613     $ 5,381,131  
 
 
 
 
 
8

 
L. B. Foster Company
401(k) and Profit Sharing Plan
 
Notes to Financial Statements (continued)
 
 
3. Investments
 
At December 31, 2010 and 2009, the fair value of investments representing 5% or more of the Plan’s assets is as follows:
 
   
2010
   
2009
 
Fidelity Investments:
           
International Discovery Fund
  $ 2,760,366     $ 3,196,562  
Retirement Government Money Market Fund
    4,481,113       4,354,707  
Spartan 500 Index Fund
    2,749,679       2,684,753  
Mutual Shares Class A
    4,522,377       2,702,790  
Davis NY Venture Fund
    3,538,475       3,181,749  
PIMCO Total Return Fund
    4,002,049       3,700,496  
L. B. Foster Company Stock Fund
    6,017,420       4,763,120  

 
4. Income Tax Status
 
The underlying volume submitter plan has received an opinion letter from the Internal Revenue Service (IRS) dated March 31, 2008, stating that the written form of the underlying volume submitter document is qualified under Section 401(a) of the Internal Revenue Code (the Code). Any employer adopting this form of the plan will be considered to have a plan qualified under Section 401(a) of the Code. Therefore, the related trust is tax-exempt. 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.
 
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, 2010, 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. The plan administrator believes it is no longer subject to income tax examinations for years prior to 2007.
 
9

 
L. B. Foster Company
401(k) and Profit Sharing Plan
 
Notes to Financial Statements (continued)
 
 
5. Transactions With Parties in Interest
 
Certain trustee, accounting, and administrative expenses relating to the maintenance of participant records and the Plan’s administration are absorbed by the Company.
 
 
6. 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.
 
 
7. Fair Value Measurements
 
The Plan applies the provisions of Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures (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 for 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 entity’s own assumptions about the inputs a market participant would use in pricing the asset based on the best information available in the circumstances.
 
 
 
10

 
L. B. Foster Company
401(k) and Profit Sharing Plan
 
Notes to Financial Statements (continued)
 
 
7. Fair Value Measurements (continued)
 
Investments included in the statements of net assets available for benefits include mutual funds totaling $44,738,125 and $38,926,764 and the Company’s common stock funds of $6,017,420 and $4,764,783 are stated at fair value as of December 31, 2010 and 2009, respectively. These investments are based upon daily unadjusted quoted prices and, therefore, are considered Level 1.

 
11



 
Other Financial Information

 
 



 
401(k) and Profit Sharing Plan
 
               
EIN #25-1324733 Plan #201
 
 
 
Schedule H, Line 4i – Schedule of Assets
 
(Held at End of Year)
 
               
December 31, 2010
 
               
               
Identity of  Issue, Borrower,
   
Shares
   
Fair Market
 
Lessor, or Similar Party
Description of Investment
 
Held
   
Value
 
               
Fidelity Investments*:
             
Government Income Fund
Government obligations
    170,122     $ 1,774,376  
Balanced Fund
Equities
    60,147       1,096,483  
Low Price Stock Fund
Equities
    51,845       1,989,803  
Small Cap Stock Fund
Equities
    88,658       1,737,693  
International Discovery Fund
Equities
    83,546       2,760,366  
Cap Appreciation Fund
Equities
    27,087       686,387  
Spartan Extended Market Index Fund
Index funds
    11,838       451,842  
Spartan International Index Fund
Index funds
    14,079       495,160  
Spartan 500 Index Fund
Index funds
    61,818       2,749,679  
Freedom Income Fund
Equity funds, fixed income funds
    8,142       91,839  
Freedom 2000
Equity funds, fixed income funds
    1,310       15,641  
Freedom 2010
Equity funds, fixed income funds
    115,690       1,572,231  
Freedom 2020
Equity funds, fixed income funds
    161,758       2,230,640  
Freedom 2030
Equity funds, fixed income funds
    160,553       2,210,811  
Freedom 2040
Equity funds, fixed income funds
    106,483       852,931  
Freedom 2005
Equity funds, fixed income funds
    55,673       601,828  
Freedom 2015
Equity funds, fixed income funds
    116,774       1,324,218  
Freedom 2025
Equity funds, fixed income funds
    56,013       645,269  
Freedom 2035
Equity funds, fixed income funds
    11,406       130,830  
Freedom 2045
Equity funds, fixed income funds
    42,014       398,711  
Freedom 2050
Equity funds, fixed income funds
    31,397       294,504  
Retirement Government Money
Government obligations,
               
Market Fund
money market securities
    4,481,113       4,481,113  
Mutual Shares Class A
Equities
    219,107       4,522,377  
Davis NY Venture Fund
Equities
    103,042       3,538,475  
Columbia Acorn Select Z Fund
Equities
    65,308       1,876,291  
PIMCO Total Return Fund
Fixed income securities
    368,852       4,002,049  
PIMCO Real Return Institutional Fund
Fixed income securities
    16,217       184,225  
Allianz NFJ Small Cap Value Fund
Equities
    56,507       1,609,882  
Oppenheimer Developing Markets A Fund
Equities
    6,806       248,211  
Rydex/SGI Mid Cap Value A Fund
Equities
    5,076       164,260  
                44,738,125  
 


 
12



L. B. Foster Company
 
401(k) and Profit Sharing Plan
 
               
EIN #25-1324733 Plan #201
 
 
 
Schedule H, Line 4i – Schedule of Assets
 
(Held at End of Year) (continued)
 
               
               
               
               
Identity of  Issue, Borrower,
   
Shares
   
Fair Market
 
Lessor, or Similar Party
Description of Investment
 
Held
   
Value
 
               
L. B. Foster Company*:
             
Stock Fund
Common stock
    146,981       6,017,420  
Stock Purchase Account
Money market securities
          1,068  
                6,018,488  
                50,756,613  
                   
Participant loans*
Participant loans, interest rates
               
 
ranging from 4.25% to 10.50%,
               
 
various maturities ranging
               
 
from one to thirty years
            1,226,234  
              $ 51,982,847  
                   
*Party in interest
                 
 


 
13



SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
 
L.B. Foster Company 401(k) And Profit Sharing Plan
(Name of Plan)
 
Date:  June 29, 2011
 
/s/ David J. Russo
David J. Russo
Senior Vice President,
Chief Financial and Accounting Officer and Treasurer
 

 
14