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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): April 20, 2004
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)
Registrant's telephone number, including area code: (412) 928-3417
Item 12. Results of Operations and Financial Condition
On April 20, 2004, L. B. Foster Company (the "Company") issued a press release
announcing the Company's results of operations for the first quarter ended March
31, 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 April 20, 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: April 20, 2004 By: /s/ David J. Russo
---------------------------
David J. Russo
Senior Vice President,
Chief Financial Officer and
Treasurer
Exhibit 99.1
L. B. Foster Company Reports First Quarter Results
PITTSBURGH, April 20 /PRNewswire-FirstCall/ -- L.B. Foster Company
(Nasdaq: FSTR), a manufacturer, fabricator, and distributor of rail,
construction, and tubular products, today reported a net loss of $0.1 million
($0.01 per share) for the first quarter of 2004 versus a net loss of
$0.2 million ($0.02 per share) in the first quarter of 2003. The prior year
first quarter net loss included a net loss from discontinued operations of
$0.2 million, or $0.02 per share.
Net sales for the first quarter of 2004 were $65.5 million compared to
$59.5 million in 2003, an increase of 10% while gross margins declined by
2.5 percentage points to 9.1% as compared to the same prior year period. The
increase in net sales is principally due to a $4.0 million increase in the
Rail Products segment where our New Rail Distribution business had a very
strong quarter and also to a $2.8 million increase in sales in the
Construction Products segment where our Piling business also experienced a
significant increase in first quarter sales. The decline in gross profit
margin percentage was due to the fact that our sales increases were
experienced by our lower margin distribution businesses and that most of our
higher margin manufacturing/fabrication business units experienced lower sales
volumes. Additionally, the lower volumes at our manufacturing facilities
negatively affected plant efficiencies, which further impacted the gross
margin percentage decline. Selling and administrative expenses declined
$0.2 million or 3% from the same prior year period primarily due to lower
insurance costs realized in the current quarter. Other income improved by
$0.4 million compared to the prior year first quarter primarily as a result of
the successful installation and sale of the Company's former Newport, KY pipe
coating machinery and equipment which had been classified as "held for
resale." First quarter interest expense declined 20% from the prior year due
to a $4.5 million reduction in debt as compared to prior year levels.
Cash flow from operations was negative for the first quarter of 2004 as
the Company's working capital increased proportionately with the volume
increases experienced in the quarter. Capital expenditures for the three
months ended March 31, 2004 were $1.2 million as compared to $0.5 million in
the same period of 2003.
President and CEO, Stan Hasselbusch, commented, "While we are pleased with
the performance of our Rail and Piling distribution units, a drop-off in
volume at our manufacturing facilities, notably Fabricated Products and Coated
Pipe, negatively impacted profitability in the first quarter. Fabricated
Products' sales in the first quarter 2004, when compared to 2003, were down
31%; Coated Pipe's revenues were off 77%."
Hasselbusch continued, "Coated Pipe's drop off was in large part due to
start up delays on natural gas projects caused by recent spikes in steel
prices. Fabricated Products, meanwhile, continues to be hurt by the lack of a
new Federal highway and transit bill. The continued delay in a new highway and
transit bill could weaken our Construction segment's outlook over the next
three to five months.
"However," Hasselbusch added, "we expect that passage of a highway and
transit bill larger than its predecessor TEA-21 is imminent and should result
in increased revenues throughout our Rail and Construction segments later this
year. Additionally, bookings in the first quarter improved 8% over the first
quarter of 2003, despite a continued weak market environment. We feel this
increase, coupled with the ongoing implementation of Lean Enterprise
throughout our organization, should equate to improved operating results
through the balance of this year."
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 the 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", "should" 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
March 31,
2004 2003
(Unaudited)
NET SALES $65,452 $59,519
COSTS AND EXPENSES:
Cost of goods sold 59,470 52,586
Selling and administrative expenses 6,401 6,567
Interest expense 463 579
Other income (694) (320)
65,640 59,412
(LOSS) INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES (188) 107
INCOME TAXES (75) 43
(LOSS) INCOME FROM CONTINUING OPERATIONS (113) 64
DISCONTINUED OPERATIONS:
LOSS FROM OPERATIONS OF FOSTER TECHNOLOGIES 0 (380)
INCOME TAX BENEFIT 0 (150)
LOSS ON DISCONTINUED OPERATIONS 0 (230)
NET LOSS ($113) ($166)
BASIC & DILUTED (LOSS) / EARNINGS PER
SHARE:
FROM CONTINUING OPERATIONS ($0.01) $0.01
FROM DISCONTINUED OPERATIONS 0.00 (0.02)
BASIC & DILUTED LOSS PER SHARE ($0.01) ($0.02)
AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING - BASIC 9,806 9,524
AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING - DILUTED 10,149 9,599
L. B. Foster Company and Subsidiaries
Consolidated Balance Sheet
($ 000's)
March 31, December 31,
2004 2003
ASSETS (Unaudited)
CURRENT ASSETS:
Cash and cash items $36 $4,134
Accounts and notes receivable:
Trade 43,100 34,668
Other 2,260 105
Inventories 40,934 36,894
Current deferred tax assets 1,413 1,413
Other current assets 1,500 877
Property held for resale 0 446
Total Current Assets 89,243 78,537
OTHER ASSETS:
Property, plant & equipment-net 33,088 33,135
Goodwill 350 350
Other intangibles - net 547 585
Investments 13,955 13,707
Deferred tax assets 4,098 4,095
Other non-current assets 455 750
Total Other Assets 52,493 52,622
$141,736 $131,159
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities on long-term debt $540 $611
Short-term borrowings 822 0
Accounts payable-trade and other 34,076 23,874
Accrued payroll and employee benefits 2,852 2,909
Current deferred tax liabilities 1,749 1,749
Other accrued liabilities 2,506 2,550
Total Current Liabilities 42,545 31,693
LONG-TERM BORROWINGS 16,000 17,000
OTHER LONG-TERM DEBT 3,740 3,858
DEFERRED TAX LIABILITIES 3,653 3,653
OTHER LONG-TERM LIABILITIES 4,472 4,411
STOCKHOLDERS' EQUITY:
Class A Common stock 102 102
Paid-in Capital 34,934 35,018
Retained Earnings 38,286 38,399
Treasury Stock (1,319) (2,304)
Accumulated Other Comprehensive Loss (677) (671)
Total Stockholders' Equity 71,326 70,544
$141,736 $131,159
SOURCE L. B. Foster Company
-0- 04/20/2004
/CONTACT: Stan L. Hasselbusch of L. B. Foster Company, +1-412-928-3417,
or fax, +1-412-928-7891, or investors@LBFosterCo.com/
(FSTR)
CO: L. B. Foster Company
ST: Pennsylvania
IN: CST TRN
SU: ERN