-----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, UzwxcB+0rg8r+MlVPDofs3cZfY5vRsiTO59ln97/r8cfb09VjxucDIy/3JKCqG/X CKPNvgC3AUwDmYfmYwS2kA== 0000891092-04-003354.txt : 20040721 0000891092-04-003354.hdr.sgml : 20040721 20040721162604 ACCESSION NUMBER: 0000891092-04-003354 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040721 ITEM INFORMATION: FILED AS OF DATE: 20040721 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: 04924638 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 e18473_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): July 21, 2004 L. B. FOSTER COMPANY (Exact name of registrant as specified in charter) Pennsylvania 000-10436 25-1324733 (State of (Commission File (I. R. S. Employer Incorporation) Number) 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 Item 12. Results of Operations and Financial Condition On July 21, 2004, L. B. Foster Company (the "Company") issued a press release announcing the Company's results of operations for the second quarter ended June 30, 2004. 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 July 21, 2004. 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: July 21, 2004 By: /s/ David J. Russo --------------------------- David J. Russo Senior Vice President, Chief Financial Officer and Treasurer EX-99.1 2 e18473ex99_1.txt PRESS RELEASE Exhibit 99.1 L. B. Foster Company Reports Improved Second Quarter Results PITTSBURGH, July 21 /PRNewswire-FirstCall/ -- L. B. Foster Company (Nasdaq: FSTR), a manufacturer, fabricator, and distributor of rail, construction, and tubular products, today reported net income of $1.3 million ($0.13 per diluted share) in the second quarter of 2004 versus net income of $1.1 million ($0.11 per diluted share) in the second quarter of 2003. Net sales for the second quarter of 2004 were $76.8 million compared to $75.8 million in 2003, with gross margins remaining at 12.1%. Selling and administrative expenses increased $0.2 million or 3% over the same prior year period. Second quarter interest expense declined 19% from the prior year due principally to the retirement of a $10.0 million notional amount LIBOR based interest rate collar agreement in April 2004 that had a minimum interest rate that was higher than the current LIBOR rate. Other income increased $0.3 million primarily as a result of the mark-to-market adjustment recorded by the Company related to its remaining interest rate collar. For the six months ended June 30, 2004, the Company reported net income of $1.2 million ($0.12 per diluted share) versus net income of $0.9 million ($0.10 per diluted share) for the same period a year ago. The prior year results include a net loss from discontinued operations of $0.3 million ($0.03 per diluted share). Net sales for the six months ended June 30, 2004 were $142.3 million compared to $135.3 million in 2003, an increase of 5% while gross margins declined by 1.1 percentage points to 10.8%. The increase in net sales was due primarily to a 30% increase in new rail distribution sales, and, to a lesser extent, a 15% increase in piling sales. The decline in gross profit margin percentage was due to the fact that our first quarter sales increases came primarily from our lower margin distribution businesses while many of our higher margin manufacturing/fabrication units experienced lower sales volumes. Selling and administrative expenses remained stable as compared to the same prior year period. Interest expense declined 19% as a result of the previously mentioned collar retirement and a reduction in average borrowing levels during the current year. Other income increased $0.7 million primarily as a result of the previously mentioned second quarter mark-to-market adjustment recorded by the Company related to its remaining interest rate collar and the first quarter sale of the Company's former Newport, KY pipe coating machinery and equipment which had been classified as "held for resale." Cash flow from operations was negative for the first six months of 2004 as the Company's working capital has increased with the increased sales volume. The cash requirements were funded primarily from existing cash and revolving credit facility borrowings. Capital expenditures for the six months ended June 30, 2004 were $1.5 million as compared to $1.3 million in the same period of 2003. President and CEO, Stan Hasselbusch commented, "We are pleased with the second quarter performance of our Rail and Piling distribution units, as well as our Concrete Tie businesses; however, continued weakness in our Fabricated Products, Coated Pipe and Concrete Buildings businesses negatively impacted profitability in the second quarter." Hasselbusch continued, "The Building unit's weakness was in large part due to delayed Federal spending due to wildfire concerns that hampered plant volumes in the second quarter. Order levels strengthened significantly in June, however, which we expect will have a positive impact on Building's results in the third quarter compared to the second quarter. Fabricated Products, meanwhile continues to be hurt by the lack of a new Federal highway and transit bill. While we expect the amount of funding under this legislation will be larger than its predecessor TEA-21, passage will not result in increased activity in our Rail and Construction businesses until the second quarter of 2005." Mr. Hasselbusch concluded by saying, "After a slower than expected first quarter, our Concrete Tie business performed very well on the strength of turnout tie sales as well as strong standard tie volumes. We are also pleased that our supplier of sheet piling completed a successful rolling of PZ-27 during June, which gives us more confidence that our supply will be more reliable in the coming months." 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 (including the passage of an adequate highway and transit bill), the potential value or viability of the DM&E, the ability to secure significant sales contracts, 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 INCOME L. B. FOSTER COMPANY AND SUBSIDIARIES (In Thousands, Except Per Share Amounts) Three Months Ended Six Months Ended June 30, June 30, 2004 2003 2004 2003 (Unaudited) (Unaudited) NET SALES $76,827 $75,796 $142,279 $135,315 COSTS AND EXPENSES: Cost of goods sold 67,494 66,600 126,964 119,186 Selling and administrative expenses 7,054 6,830 13,455 13,397 Interest expense 469 578 932 1,157 Other income (350) (54) (1,044) (374) 74,667 73,954 140,307 133,366 INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 2,160 1,842 1,972 1,949 INCOME TAXES 865 719 790 762 INCOME FROM CONTINUING OPERATIONS 1,295 1,123 1,182 1,187 DISCONTINUED OPERATIONS: LOSS FROM OPERATIONS OF FOSTER TECHNOLOGIES 0 (60) 0 (440) INCOME TAX BENEFIT 0 (23) 0 (173) LOSS ON DISCONTINUED OPERATIONS 0 (37) 0 (267) NET INCOME $1,295 $1,086 $1,182 $920 BASIC AND DILUTED EARNINGS / (LOSS) PER SHARE: FROM CONTINUING OPERATIONS $0.13 $0.12 $0.12 $0.12 FROM DISCONTINUED OPERATIONS 0.00 (0.00) 0.00 (0.03) BASIC AND DILUTED EARNINGS / (LOSS) PER SHARE $0.13 $0.11 $0.12 $0.10 AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC 9,945 9,568 9,876 9,546 AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - DILUTED 10,254 9,671 10,202 9,633 L. B. Foster Company and Subsidiaries Consolidated Balance Sheet ($ 000's) June 30, December 31, 2004 2003 ASSETS (Unaudited) CURRENT ASSETS: Cash and cash items $2,723 $4,134 Accounts and notes receivable: Trade 46,043 34,668 Other 345 105 Inventories 37,330 36,894 Current deferred tax assets 1,413 1,413 Other current assets 1,142 877 Property held for resale 0 446 Total Current Assets 88,996 78,537 OTHER ASSETS: Property, plant & equipment-net 31,930 33,135 Goodwill 350 350 Other intangibles - net 508 585 Investments 14,202 13,707 Deferred tax assets 4,073 4,095 Other non-current assets 418 750 Total Other Assets 51,481 52,622 $140,477 $131,159 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Current maturities on long-term debt $481 $611 Accounts payable-trade and other 27,783 23,874 Accrued payroll and employee benefits 3,271 2,909 Current deferred tax liabilities 1,749 1,749 Other accrued liabilities 2,756 2,550 Total Current Liabilities 36,040 31,693 LONG-TERM BORROWINGS 21,000 17,000 OTHER LONG-TERM DEBT 3,623 3,858 DEFERRED TAX LIABILITIES 3,653 3,653 OTHER LONG-TERM LIABILITIES 3,070 4,411 STOCKHOLDERS' EQUITY: Class A Common stock 102 102 Paid-in Capital 35,030 35,018 Retained Earnings 39,581 38,399 Treasury Stock (985) (2,304) Accumulated Other Comprehensive Loss (637) (671) Total Stockholders' Equity 73,091 70,544 $140,477 $131,159 SOURCE L. B. Foster Company -0- 07/21/2004 /CONTACT: Stan L. Hasselbusch of L. B. 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 -----END PRIVACY-ENHANCED MESSAGE-----