-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AsI8NUy2hxjBTmhUMJti7dXoAkPY2lmCpwkG9yX+sPVnTskeub+7JU6TDuylVI56 UyiRltPCnKqfdRZF+zdMNg== 0000352825-98-000002.txt : 19980122 0000352825-98-000002.hdr.sgml : 19980122 ACCESSION NUMBER: 0000352825-98-000002 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 ITEM INFORMATION: FILED AS OF DATE: 19980121 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOSTER L B CO CENTRAL INDEX KEY: 0000352825 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-METALS SERVICE CENTERS & OFFICES [5051] IRS NUMBER: 251324733 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-10436 FILM NUMBER: 98509707 BUSINESS ADDRESS: STREET 1: 415 HOLIDAY DR CITY: PITTSBURGH STATE: PA ZIP: 15220 BUSINESS PHONE: 4129283400 MAIL ADDRESS: STREET 1: 415 HOLIDAY DR CITY: PITTSBURGH STATE: PA ZIP: 15220 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (AMENDMENT NO. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 12, 1997 L.B. FOSTER COMPANY ----------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 0-1043 25-1324733 - ---------------------------------------------------------------------------- (State or other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification No.) 415 HOLIDAY DRIVE, PITTSBURGH, PENNSYLVANIA 15220 -------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 412-928-3417 - -------------------------------------------------------------------------- (Former name or former address, if changed since last report. Item 7. Financial Statements and Exhibits (a) Financial Statements of Precise Fabricating Corporation. Audited Financial Statements as of and for the period ending June 30, 1997: Page ---------- Independent Auditor's Report 6 Balance Sheet as of June 30, 1997 7 - 8 Statement of Retained Earnings for the Year ended June 30, 1997 9 Statement of Income for the Year ended June 30, 1997 10 Statement of Cash Flows for the Year ended June 30, 1997 11 Notes to Financial Statements 12 - 14 Unaudited Financial Statements as of and for the period ending September 30, 1997: Condensed Balance Sheet as of September 30, 1997 15 Condensed Statement of Income for the Three Months ended September 30, 1997 16 Condensed Statement of Cash Flows for the Three Months ended September 30, 1997 17 (b) Pro Forma Financial Information The following unaudited pro forma condensed consolidated financial statements are filed with this report: Pro Forma Condensed Consolidated Balance Sheet as of September 30, 1997 18 - 19 Pro Forma Condensed Consolidated Statement of Income: Year Ended December 31, 1996 20 Nine Months Ended September 30, 1997 21 The Pro Forma Condensed Consolidated Balance Sheet of the Registrant as of September 30, 1997 reflects the financial position of the Registrant after giving effect to the acquisition of certain assets and liabilities of Precise Fabricating Corporation (Precise) and its affiliate, F & G Realty Trust, and assumes the acquisition took place on September 30, 1997. The Pro Forma Condensed Consolidated Statements of Income for the year ended December 31, 1996 and nine months ended September 30, 1997 assume that the acquisition occurred on January 1, 1996. The unaudited pro forma condensed consolidated financial statements have been prepared by the Registrant based upon the assumptions required. The unaudited pro forma condensed consolidated financial statements presented herein are shown for illustrative purposes only and are not necessarily indicative of future financial position or future results of operations of the Pg. 1 Registrant, or of the financial position or results of operations of the Registrant that would have actually occurred had the transaction been in effect of for the periods presented. In particular, management believes that the pro forma income statement for the nine months ended September 30, 1997 includes income of a nonrecurring nature. The nonrecurring income results from a significant sale with a gross margin of approximately $300,000 in excess of the amount that would be expected based on historical performance. The Registrant made the decision to purchase Precise based on its long-term potential. The purchase decision was not based on Precise's June 30, 1997 financial statements which included this nonrecurring income. It should be noted that the Registrant's financial statements will reflect the acquisition only from November 12, 1997, the Closing Date. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the historical financial statements and related notes of the Registrant. (c) Exhibits: Exhibit 23 Consent of Independent Auditors. Page 1 Pg. 2 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be filed on its behalf by the undersigned hereunto duly authorized. L.B. FOSTER COMPANY By: /s/Roger F. Nejes ---------------------------------- Roger F. Nejes Title: Senior Vice President Finance and Administration and Chief Financial Officer Date: January 21, 1998 ---------------- Pg. 3 Precise Fabricating Corporation FINANCIAL STATEMENTS For the Year Ended June 30, 1997 Pg. 4 Precise Fabrication Corporation TABLE OF CONTENTS Page -------- Independent Auditors' Report 6 Exhibit A - Balance sheet as of June 30, 1997 7 - 8 Exhibit B - Statement of retained earnings for the year ended June 30, 1997 9 Exhibit C - Statement of income for the year ended June 30, 1997 10 Exhibit D - Statement of cash flows for the year ended June 30, 1997 11 Notes to financial statements 12 - 14 Pg. 5 INDEPENDENT AUDITORS' REPORT To the Board of Directors and Stockholders Precise Fabricating Corporation Georgetown, Massachusetts We have audited the accompanying balance sheet of Precise Fabricating Corporation as of June 30, 1997, and the related statements of income, retained earnings, and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures on the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Precise Fabricating Corporation as of June 30, 1997, and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles. /s/ Daniel P. Coughlin, CPA A Partner of Coughlin Clasby & Co. August 11, 1997 Pg. 6
Exhibit A Precise Fabricating Corporation BALANCE SHEET As of June 30, 1997 Assets Current assets Cash $ 425,236 Accounts receivable - trade (Note 1) $ 1,603,909 Less allowance for bad debts (160,000) ------------ Net accounts receivable - trade 1,443,909 Unbilled - work in process (Note 1) 163,000 Inventory - raw materials (Note 1) 114,000 Accounts receivable - employees 1,202 Prepaid expenses (Note 1) 6,554 Due from stockholders 13,252 Deposit on fixed asset 46,670 --------- Total current assets 2,213,823 Fixed assets at cost (Notes 1 & 2) Machinery and equipment 653,241 Transportation equipment 199,510 Leasehold improvements 20,715 ------- Total fixed assets at cost 873,466 Less accumulated depreciation (666,598) ------- Net fixed assets 206,868 Other assets Federal tax deposit (Note 5) 76,613 Account receivable - related entity (Note 6) 29,486 ------- Total other assets 106,099 ---------- Total Assets $2,526,790 ---------- ----------
See Independent Auditors' Report and notes to financial statements. Pg. 7
Exhibit A Liabilities and Stockholders' Equity Current liabilities Notes payable - current portion (Note 2) $ 33,500 Accounts payable - trade 373,528 Accrued wages 12,000 Accrued expenses 10,114 -------- Total current liabilities $ 429,142 Long-term liabilities Notes payable (Note 2) 111,696 Less current portion (33,500) --------- Total long term liabilities 78,196 --------- Total liabilities 507,338 Stockholders' equity Capital stock, common - no par value Authorized 15,000 shares Issued and outstanding 200 shares 10,000 Retained earnings - Exhibit B 2,009,452 --------- Total stockholders' equity 2,019,452 ---------- Total Liabilities and Stockholders' Equity $2,526,790 ---------- ----------
Pg. 8
Exhibit B Precise Fabricating Corporation STATEMENT OF RETAINED EARNINGS For the Year Ended June 30, 1997 Accumulated Adjustments Account - (S Corp.) 799,539 Net income - Exhibit C 1,268,940 --------- 2,068,479 Distributions to shareholders (423,067) --------- Balance, June 30, 1997 1,645,412 Previously Taxed Income: (C Corp.) Balance, June 30, 1986 and June 30, 1997 364,040 ---------- Total Retained Earnings, June 30, 1997 $2,009,452 ---------- ----------
See Independent Auditors, Report and Notes to financial statements. Pg. 9
Exhibit C Precise Fabrication Corporation STATEMENT OF INCOME For the Year Ended June 30, 1997 Net sales (Note 1) $4,890,854 Cost of goods sold 2,837,917 ---------- Gross profit 2,052,937 General and administrative expenses 753,698 ---------- Income from operations 1,299,239 Other income and (expense) Interest income $ 19,660 Interest expense ( 7,222) Bad debt recovery-change in reserve (42,250) --------- Net other expense (29,812) --------- Income before income taxes 1,269,427 Income taxes Federal income taxes (Note 1) 0 Massachusetts income taxes (Note 1) 487 -------- Total taxes 487 ---------- Net income - Exhibit B $1,268,940 ---------- ----------
See Independent Auditors' Report and notes to financial statements. Pg. 10
Exhibit D Precise Fabricating Corporation STATEMENT OF CASH FLOWS For the Year Ended June 30, 1997 Cash flows from operating activities: Net income - Exhibit C $ 1,268,940 Adjustments: Depreciation 72,201 Changes in assets and liabilities: (Increase) decrease in: Net accounts receivable - trade (370,869) Accounts receivable - related entities (3,825) Inventories and unbilled work in process (137,000) Account receivable - other (69) Prepaid expenses & deposit on fixed asset (46,075) Federal tax deposit (36,471) Increase (decrease) in: Accounts payable - trade (48,467) Accrued expenses and other (3,045) ----------- Net cash flows from operating activities $ 695,320 Cash flows from investing activities: Purchases of fixed assets - net (99,749) Advances to stockholders (4,085) ----------- Net cash flows used in investing activities (103,834) Cash flows from financing activities: Net proceeds from realty trust (76,000) Distributions to shareholders (423,067) Net proceeds from note payable 90,000 Cash paid on debt (69,487) ------------ Net cash flows used in financing activities (478,554) ----------- Net increase in cash and equivalents 112,932 Cash and equivalents, July 1, 1996 312,304 ----------- Cash and equivalents, June 30, 1997 $ 425,236 ----------- -----------
See Independent Auditors' Report and notes to financial statements. Pg. 11 Precise Fabrication Corporation NOTES TO FINANCIAL STATEMENTS For the Year Ended June 30, 1997 Note 1 - Summary of significant accounting policies - --------------------------------------------------- The following is a summary of certain significant accounting policies followed in the preparation of these financial statements. The policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements. Organization The Company was incorporated in August 1982. Its principal business activity is steel fabrication. Bad debts Accounts receivable are reviewed periodically by an officer of the Company and any accounts deemed to be uncollectible are written off as bad debt expense or sales adjustments. Property and equipment Property and equipment are stated at cost. When assets are disposed of the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in income for the period. The cost of maintenance and repairs is charged to expense as incurred; significant renewals and betterments are capitalized. Certain items built for a special project have been charged to job cost as they are part of the contract, and have no future value to the corporation. Depreciation is computed using accelerated and straight line methods, calculated to amortize the cost of the assets over their estimated useful lives which are as follows:
Assets Years - ----------------------- ------- Machinery and equipment 4 - 7 Furniture and fixtures 5 - 7 Transportation equipment 5 Leasehold improvements 10 - 39
Inventory and work in process Inventory and work in process are stated at the lower of cost or market. Pg. 12 Precise Fabricating Corporation NOTES TO FINANCIAL STATEMENTS For the Year Ended June 30, 1997 Note 1 Summary of significant accounting Policies (continued) - ------------------------------------------------------------- Subchapter S election The Company has elected under the provisions of Subchapter S of the Internal Revenue Code to report income of the Company on each stockholders' personal tax return. The corporation is, therefore, subject to an excise tax on tangible Massachusetts property only. This was $487 for the year ended 6/30/97. The corporation has prepaid $480 during the year ended 6/30/97. Note 2 - Notes payable and line of credit - ----------------------------------------- The Company has a secured line of credit in the amount of $300,000 with the Fleet Bank of which there was no outstanding balance at June 30, 1997. The line of credit is priced at bank base rate plus 1/2% and is collateralized by the assignment of all corporate assets. This line of credit expires on November 1, 1997 and management believes it will be extended at that time. The Company is also indebted to the following at June 30, 1997.
Total Note Due at Maturity Interest Current 6/30/97 Date Rate Portion Salem Five Cents Savings $ 90,000 6/02 9.00% $ 18,000 Eastern Bank 10,386 2/99 8.4 % 7,500 Baybank 11,310 4/99 9.49% 8,000 ---------- --------- Total $ 111,696 $ 33,500
All three loans are secured by the assignment of motor vehicles or other equipment. Current Maturity for the year ending June 30, 1997: 6/30/98 $33,500 6/30/99 24,196 6/30/00 18,000 6/30/01 18,000 6/30/02 18,000 --------- Total $ 111,696 Pg. 13 Precise Fabricating Corporation NOTES TO FINANCIAL STATEMENTS For the Year Ended June 30, 1997 Note 3 - Rents - related party transactions - ------------------------------------------- The Company rents its facility in Georgetown, Massachusetts from an affiliated realty trust for $19,000 per month. Under the terms of the lease, the base rent is $19,000 per month plus a proportionate share or real estate taxes and insurance. The minimum future rental for the lease of the real estate for the fiscal year ending June 30, 1998 and 1999 will be a base rate of $228,000 per year. Note 4 - Commitments and contingent liability - --------------------------------------------- An affiliated realty trust is an obligor of an Industrial Revenue Bond originally at $1,530,000 on December 23, 1987 and was $1,285,000 at June 30, 1997. Precise Fabricating Corporation is a guarantor of the Industrial Revenue Bond and certain machinery and equipment of the Company is pledged as security for the guarantee of the Bond. The proceeds of the Bond were used for the construction and equipping of manufacturing facilities in Georgetown, Massachusetts. Construction was completed in 1988. In connection with the Industrial Revenue Bond, the Company has entered into a lease with the affiliated realty trust effective June 1, 1988. Future minimum lease payments are discussed in note 3. Note 5 - Federal tax deposit - ---------------------------- The Company was required to make an interest free tax deposit with the Internal Revenue Service to retain a June 30 year end. The deposit will be adjusted every year and is fully refundable if the Company adopts December 31 as its year end. Note 6 - Account receivable - related entity - -------------------------------------------- Entities related via common ownership are indebted to the corporation at June 30, 1997 as follows: D & N Realty Trust $ 29,486 Pg. 14
PRECISE FABRICATING CORPORATION CONDENSED BALANCE SHEET SEPTEMBER 30,1997 (Unaudited, in thousands) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 539 Accounts receivable 1,743 Inventories 277 Other current assets 7 ------ Total Current Assets 2,566 PROPERTY, PLANT AND EQUIPMENT - at cost 237 OTHER ASSETS 92 ------ TOTAL ASSETS $2,895 ------ ------ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Current maturities of long-term debt $34 Accounts payable - trade 343 Other accrued liabilities 22 ------ Total Current Liabilities 399 LONG-TERM DEBT 70 ------ STOCKHOLDERS' EQUITY: Class A Common stock 10 Retained earnings 2,416 ------ Total Stockholders' Equity 2,426 ------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $2,895 ------ ------
Pg. 15
PRECISE FABRICATING CORPORATION CONDENSED STATEMENT OF INCOME THREE MONTHS ENDED SEPTEMBER 30, 1997 (Unaudited: in thousands) NET SALES $1,380 ------ COSTS AND EXPENSES: Cost of goods sold 806 Selling and administrative expenses 180 Interest expense 3 Other (income) expense (2) ----- 987 ----- INCOME BEFORE INCOME TAXES 393 INCOME TAX EXPENSE 0 ----- NET INCOME $ 393 ------ ------
Pg. 16
PRECISE FABRICATING CORPORATION CONDENSED STATEMENT OF CASH FLOWS THREE MONTHS ENDED SEPTEMBER 30, 1997 (Unaudited: in thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $393 Depreciation 15 Changes in assets and liabilities: Accounts receivable (226) Inventories 0 Other assets 14 Accounts payable - trade (30) Other accrued liabilities 0 - --------------------------------------------------------- Net Cash Provided by Operating Activities 166 - --------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale of machinery and equipment 2 - --------------------------------------------------------- Net Cash Provided by Investing Activities 2 - --------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Repayments of long-term debt (8) Distributions to shareholders (46) - --------------------------------------------------------- Net Cash Used by Financing Activities (54) - --------------------------------------------------------- Net increase in Cash and Cash Equivalents 114 Cash and Cash Equivalents at Beginning of Period 425 - --------------------------------------------------------- Cash and Cash Equivalents at End of Period $539 - --------------------------------------------------------- - --------------------------------------------------------- SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Interest Paid $3 - --------------------------------------------------------- - --------------------------------------------------------- Income Taxes Paid $0 - --------------------------------------------------------- - ---------------------------------------------------------
Pg. 17
PRO FORMA FINANCIAL INFORMATION L. B. FOSTER COMPANY PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET SEPTEMBER 30, 1997 (Unaudited, in thousands) Precise Fabricating Historical Corp. Adjustments Pro Forma ASSETS - ---------------------------------------------------------------------------- CURRENT ASSETS: Cash and cash equivalents $ 1,056 $ 539 $ (539) (a) $ 1,056 Accounts receivable 44,545 1,743 46,288 Inventories 48,367 277 48,644 Other current assets 407 7 (7) (a) 407 - ---------------------------------------------------------------------------- Total Current Assets 94,375 2,566 (546) 96,395 PROPERTY, PLANT AND EQUIPMENT - at cost 18,762 237 1,269 (b,d) 20,268 PROPERTY HELD FOR RESALE 4,054 0 4,054 GOODWILL AND INTANGIBLES 2,365 2,453 (b,d) 4,818 INVESTMENTS 1,693 1,693 OTHER ASSETS 3,133 92 (92) (a) 3,133 - ---------------------------------------------------------------------------- TOTAL ASSETS $124,382 $2,895 $3,084 $130,361 - ---------------------------------------------------------------------------- - ---------------------------------------------------------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY - ---------------------------------------------------------------------------- CURRENT LIABILITIES: Short-term borrowings $ 13,000 $ 0 $5,634 (c) $ 18,634 Current maturities of long-term debt 1,327 1,327 Accounts payable - trade 13,149 343 13,492 Other accrued liabilities 3,871 22 (20) (a) 3,873 - ---------------------------------------------------------------------------- Total Current Liabilities 31,347 365 5,614 37,326 LONG-TERM DEBT 20,833 104 (104) (a) 20,833 - ---------------------------------------------------------------------------- OTHER LONG-TERM LIABILITIES 2,504 2,504 - ---------------------------------------------------------------------------- STOCKHOLDERS' EQUITY: Class A Common stock 102 10 (10) (a) 102 Paid-in capital 35,425 35,425 Retained earnings 34,828 2,416 (2,416) (a) 34,828 Treasury stock (657) (657) - ---------------------------------------------------------------------------- Total Stockholders' Equity 69,698 2,426 (2,426) 69,698 - ---------------------------------------------------------------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $124,382 $2,895 $3,084 $130,361 - ---------------------------------------------------------------------------- - ----------------------------------------------------------------------------
(a) Assets, liabilities and equity of Precise Fabricating Corp. not acquired. (b) The following amounts were allocated as increases to the historical balance sheet of Precise Fabricating Corp. to reflect the fair values of assets received: Property & Equipment $1,269,000 Goodwill $2,453,000 (c) To record increase in borrowings as a result of acquisition. Pg. 18 (d) Useful lives of significant assets acquired:
Amount Asset Life ---------- -------------- Buildings $ 700,000 20 years Manufacturing Equipment $ 506,000 3 to 10 years Office Equipment $ 100,000 2 to 10 years Goodwill $2,453,000 10 years
Pg. 19
PRO FORMA FINANCIAL INFORMATION L. B. FOSTER COMPANY PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME YEAR ENDED DECEMBER 31, 1996 (Unaudited: in thousands, except per share amounts) Precise Fabricating Historical Corp. Adjustments Total - ----------------------------------------------------------------------------- NET SALES $243,071 $4,158 $247,229 - ----------------------------------------------------------------------------- COSTS AND EXPENSES: Cost of goods sold 212,111 2,935 87 (a) 215,133 Selling and admin- istrative expenses 22,765 813 (43) (b) 23,535 Interest expense 2,365 6 408 (c) 2,779 Other (income) expense (600) (20) (620) - ----------------------------------------------------------------------------- 236,641 3,734 452 240,827 - ----------------------------------------------------------------------------- INCOME BEFORE INCOME TAXES 6,430 424 (452) 6,402 INCOME TAX EXPENSE 2,572 0 (11) (d) 2,561 - ----------------------------------------------------------------------------- NET INCOME $ 3,858 $ 424 (441) $ 3,841 - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- Average Number of Common Shares Outstanding 9,953 9,953 - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- Earnings per Common Share $0.39 $0.39 - ----------------------------------------------------------------------------- - -----------------------------------------------------------------------------
(a) Increase from goodwill amortization and depreciation expense, partly offset by the elimination of affiliated rent. (b) Decrease primarily from elimination of affiliated rent. (c) Interest expense on borrowing related to the acquisition. (d) Income tax expense at statutory rates. Pg. 20
PRO FORMA FINANCIAL INFORMATION L. B. FOSTER COMPANY PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME NINE MONTHS ENDED SEPTEMBER 30, 1997 (Unaudited: in thousands, except per share amounts) Precise Fabricating Historical Corp. Adjustments Total - ----------------------------------------------------------------------------- NET SALES $165,145 $3,874 $169,019 - ----------------------------------------------------------------------------- COSTS AND EXPENSES: Cost of goods sold 142,561 1,981 65 (a) 144,607 Selling and admin- istrative expenses 17,073 446 142 (b) 17,661 Interest expense 1,845 8 306 (c) 2,159 Other (income) expense (314) (13) (327) - ----------------------------------------------------------------------------- 161,165 2,422 513 164,100 - ----------------------------------------------------------------------------- INCOME BEFORE INCOME TAXES 3,980 1,452 (513) 4,919 INCOME TAX EXPENSE 1,490 357 (d) 1,847 - ----------------------------------------------------------------------------- NET INCOME $2,490 $1,452 (e) ($870) $3,071 - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- Average Number of Common Shares Outstanding 10,141 10,141 - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- Earnings per Common Share $0.25 $0.30 - ----------------------------------------------------------------------------- - -----------------------------------------------------------------------------
(a) Increase from goodwill amortization and depreciation expense, partly offset by the elimination of affiliated rent. (b) Increase from performance related accruals, partly offset by the elimination of affiliated rent. (c) Interest expense on borrowing related to the acquisition. (d) Income tax expense at statutory rates. (e) The Precise income statement includes income of a nonrecurring nature. The nonrecurring income results from a significant sale with a gross margin of approximately $300,000 in excess of the amount that would be expected based on historical trends. Pg. 21 EX-23 2 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statements (Form S-8 Nos. 33-17073, 33-35152 and 33-79450) pertaining to the 1985 Long-Term Incentive Plan of L.B. Foster Company, as amended and restated, of our report dated August 11, 1997 with respect to the financial statements of Precise Fabricating Corporation included in L.B. Foster Company's current report on Form 8-K/A dated January 21, 1998 filed with the Securities and Exchange Commission. /s/Coughlin, Clasby & Company ---------------------------- Coughlin, Clasby & Company Peabody, Massachusetts /s/By Daniel P. Coughlin CPA January 15, 1998 /s/ & Partners 1/13/98 Pg. 1 of 1 -----END PRIVACY-ENHANCED MESSAGE-----