-----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, KxwUzvixG9H2iTFVsxAt4erdAd5RFiMhn533NZI7ud3IFpNpPzlHDLJ3JWb5i012 bW8Mfcx5UcaNQq2wXYGxsQ== 0000891092-03-002834.txt : 20031021 0000891092-03-002834.hdr.sgml : 20031021 20031021112317 ACCESSION NUMBER: 0000891092-03-002834 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031021 ITEM INFORMATION: FILED AS OF DATE: 20031021 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: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10436 FILM NUMBER: 03949121 BUSINESS ADDRESS: STREET 1: 415 HOLIDAY DR CITY: PITTSBURGH STATE: PA ZIP: 15220 BUSINESS PHONE: 4129283431 MAIL ADDRESS: STREET 1: 415 HOLIDAY DR CITY: PITTSBURGH STATE: PA ZIP: 15220 8-K 1 e15927_8k.txt FORM 8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) if the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2003 L. B. FOSTER COMPANY (Exact name of registrant as specified in charter) Pennsylvania 000-10436 25-1324733 (State of Incorporation) (Commission File Number) (I. R. S. Employer Identification No.) 415 Holiday Drive, Pittsburgh, Pennsylvania 15220 (Address of principal executive offices) (Zip Code) Registrants telephone number, including area code: (412) 928-3417 Item 12. Results of Operations and Financial Condition On October 21, 2003, L. B. Foster Company (the "Company") issued a press release announcing the Company's results of operations for the third quarter ended September 30, 2003. A copy of that press release is furnished with this report as Exhibit 99.1 and is incorporated herein by reference. The information furnished in this item 12 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Exchange Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. INDEX TO EXHIBITS 99.1 Press release dated October 21, 2003. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. L. B. Foster Company (Registrant) Date: October 21, 2003 By: /s/ David J. Russo --------------------------- David J. Russo Senior Vice President, Chief Financial Officer and Treasurer EX-99.1 3 e15927ex99_1.txt PRESS RELEASE Exhibit 99.1 L. B. Foster Company Reports Improved Third Quarter Results PITTSBURGH, Oct. 21 /PRNewswire-FirstCall/ -- L.B. Foster Company (Nasdaq: FSTR), a manufacturer, fabricator, and distributor of rail, construction, and tubular products, today reported net income from continuing operations of $1.4 million ($0.14 per share) in 2003 versus a net loss from continuing operations of $2.4 million ($0.26 per share) in the third quarter of 2002. Net income for the third quarter of 2003 was $2.9 million ($0.30 per share) versus a net loss of $2.7 million ($0.29 per share) for the third quarter of 2002. Net income for the third quarter of 2003 includes $1.5 million in net income from discontinued operations (related to the Company's Foster Technologies subsidiary), versus a net loss from discontinued operations of $0.3 million in 2002. The income from discontinued operations for the current quarter of 2003 comes primarily from the release of a $1.6 million valuation allowance against foreign net operating losses that are expected to be utilized as a result of the imminent dissolution of this subsidiary. Net sales for the third quarter of 2003 were $75.8 million compared to $67.0 million in 2002, an increase of 13%. Gross margins improved slightly by 0.1 percentage point to 12.6%. Selling and administrative expenses increased $0.4 million or 5% over the same prior year period, primarily due to personnel related costs accrued in the current quarter. Other (income) expense improved by $4.2 million compared to the prior year third quarter due primarily to last year's adjustments which included a $2.3 million charge related to mark-to- market accounting for derivative instruments and a $1.8 million charge related to the impairment of the Company's equity investment in a specialty trackwork supplier. Third quarter interest expense declined 14% from the prior year due to a $5.5 million reduction in debt. For the nine months ended September 30, 2003, the Company reported net income from continuing operations of $2.6 million ($0.27 per share) versus a net loss from continuing operations of $1.4 million ($0.14 per share) for the same period a year ago. Including net income from discontinued operations of $1.3 million ($0.13 per share), the Company reported net income of $3.8 million ($0.40 per share) for the first nine months of 2003. This compares to the first nine months of 2002 net loss of $6.7 million ($0.71 per share) which included a loss from discontinued operations of $1.0 million ($0.10 per share) and a non-cash charge of $4.4 million ($0.46 per share) from the cumulative effect of a change in accounting principle as a result of the adoption of Financial Accounting Standards No. 142 "Goodwill and Other Intangible Assets". Net sales for the nine months ended September 30, 2003 were $211.1 million compared to $200.9 million in 2002, an increase of 5% resulting from increases in the Rail and Pipe Products segments. Gross margins improved by 0.3 percentage points to 12.2%, while selling and administrative expenses increased $0.9 million or 4% over the same prior year period. The gross profit margin improvement was due to improved margins in both the Rail and Pipe Products segments. The increase in selling and administrative costs was due to additions to the sales force and personnel related costs, as well as increased risk management costs. Other (income) expense improved by $4.1 million over the same prior year period primarily as a result of the previously mentioned prior year $2.3 million charge related to mark-to-market accounting for derivative instruments and a $1.8 million charge related to the impairment of the Company's equity investment in a specialty trackwork supplier. Interest expense declined 12% as a result of the previously mentioned reduction in corporate borrowings. Cash flow from operations was slightly negative for the nine months ended September 30, 2003 primarily due to increased accounts receivable balances from the higher sales activity and increased inventory over prior year end levels. Capital expenditures for the nine months ended September 30, 2003 were $2.0 million as compared to $3.9 million for capital improvements and $2.2 million for the Greulich acquisition in the same period of 2002. Additionally, the Company reduced its corporate borrowings by approximately $1.3 million during the first nine months of 2003. "We are extremely pleased with our operating performance in the third quarter despite the continued weak industrial and uncertain public works markets," stated Stan Hasselbusch, President and Chief Executive Officer. "Consistent with the first two quarters, rail distribution and tubular products led the way in the third quarter. Rail distribution revenue increased 20% and tubular sales were up 48% over the same period in 2002. The profitability from increased sales in these two areas, combined with improved plant contributions, fueled our operating profit improvement. On a concerning note, we are disappointed in the federal government's delay in reauthorizing a meaningful highway and transit bill. The current bill, TEA-21, which expired September 30th, has been extended five months. Since public funding under this legislation impacts over 40% of our business, passage of a new, improved bill is vital for growth and improved profitability in the future, and we expect Washington to press diligently for successor legislation." The Company wishes to caution readers that various factors could cause the actual results of the Company to differ materially from those indicated by forward-looking statements in news releases, and other communications, including oral statements, such as references to future profitability, made from time to time by representatives of the Company. Specific risks and uncertainties that could affect the Company's profitability include, but are not limited to, general economic conditions, adequate funding for infrastructure projects, the Company's ability to obtain special trackwork products and continued availability of existing and new piling products. Matters discussed in such communications are forward-looking statements that involve risks and uncertainties. Sentences containing words such as "anticipates," "expects," or "will," generally should be considered forward- looking statements. CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS L. B. FOSTER COMPANY AND SUBSIDIARIES (In Thousands, Except Per Share Amounts) Three Months Ended Nine Months Ended September 30, September 30, 2003 2002 2003 2002 (Unaudited) (Unaudited) NET SALES $75,802 $66,965 $211,117 $200,944 COSTS AND EXPENSES: Cost of goods sold 66,261 58,621 185,447 177,104 Selling and administrative expenses 7,096 6,732 20,493 19,624 Interest expense 576 669 1,733 1,976 Other (income) expense (381) 3,834 (755) 3,324 73,552 69,856 206,918 202,028 INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 2,250 (2,891) 4,199 (1,084) INCOME TAXES 871 (446) 1,633 270 INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 1,379 (2,445) 2,566 (1,354) DISCONTINUED OPERATIONS: LOSS FROM OPERATIONS OF FOSTER TECHNOLOGIES (70) (302) (510) (951) INCOME TAX BENEFIT (1,616) 0 (1,789) 0 INCOME (LOSS) ON DISCONTINUED OPERATIONS 1,546 (302) 1,279 (951) CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE, NET OF TAX 0 0 0 (4,390) NET INCOME (LOSS) $2,925 ($2,747) $3,845 ($6,695) BASIC AND DILUTED EARNINGS (LOSS) PER SHARE: FROM CONTINUING OPERATIONS BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE $0.14 ($0.26) $0.27 ($0.14) FROM DISCONTINUED OPERATIONS, NET OF TAX 0.16 (0.03) $0.13 ($0.10) CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE, NET OF TAX 0.00 0.00 0.00 ($0.46) BASIC AND DILUTED EARNINGS (LOSS) PER SHARE $0.30 ($0.29) $0.40 ($0.71) AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC 9,593 9,519 9,562 9,485 AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - DILUTED 9,774 9,526 9,682 9,500 * Since the Company incurred losses applicable to common stockholders in all 2002 periods presented, the inclusion of dilutive securities in the calculation of weighted average common shares is anti-dilutive and therefore, there is no difference between basic and diluted earnings per share. L. B. Foster Company and Subsidiaries Consolidated Balance Sheet ($ 000's) September 30, December 31, 2003 2002 ASSETS (Unaudited) CURRENT ASSETS: Cash and cash items $17 $3,653 Accounts and notes receivable: Trade 49,741 39,294 Other 144 69 Inventories 36,910 32,925 Current deferred tax assets 1,494 1,494 Other current assets 1,044 696 Property held for resale 446 - Current assets of discontinued operations - 138 Total Current Assets 89,796 78,269 OTHER ASSETS: Property, plant & equipment-net 33,924 36,083 Goodwill 350 350 Other intangibles - net 625 739 Investments 13,460 12,718 Deferred tax assets 6,021 4,454 Other non-current assets 979 1,175 Assets of discontinued operations 1 196 Total Other Assets 55,360 55,715 $145,156 $133,984 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Current maturities of long-term debt $724 $825 Short-term borrowings 1,172 - Accounts payable-trade and other 30,490 24,094 Accrued payroll and employee benefits 3,172 2,413 Current deferred tax liabilities 1,474 1,474 Other accrued liabilities 4,146 2,695 Liabilities of discontinued operations 148 74 Total Current Liabilities 41,326 31,575 LONG-TERM BORROWINGS 21,000 23,000 OTHER LONG-TERM DEBT 3,615 3,991 DEFERRED TAX LIABILITIES 4,195 4,195 OTHER LONG-TERM LIABILITIES 4,762 5,210 STOCKHOLDERS' EQUITY: Class A Common stock 102 102 Paid-in Capital 34,972 35,143 Retained Earnings 39,053 35,208 Treasury Stock (3,155) (3,629) Accumulated Other Comprehensive Loss (714) (811) Total Stockholders' Equity 70,258 66,013 $145,156 $133,984 SOURCE L. B. Foster Company -0- 10/21/2003 /CONTACT: / Stan L. Hasselbusch of LB Foster Company, +1-412-928-3417, or fax, +1-412-928-7891, or email, investors@LBFosterCo.com / (FSTR) CO: L. B. Foster Company ST: Pennsylvania IN: CST TRN SU: ERN SLS -----END PRIVACY-ENHANCED MESSAGE-----