UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 27, 2005
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L. B. Foster Company |
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(Exact name of registrant as specified in its charter) |
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Pennsylvania |
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000-10436 |
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25-1324733 |
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(State or other jurisdiction |
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(Commission File Number) |
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(I.R.S. Employer |
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415 Holiday Drive, Pittsburgh, Pennsylvania |
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15220 |
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(Address of principal executive offices) |
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(Zip Code) |
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Registrant’s telephone number, including area code (412 928-3417) |
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(Former name or former address, if changed since last report.) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 2.02 Results of Operations and Financial Condition
On April 27, 2005, L.B. Foster Company (the “Company”) issued a press release announcing the Company’s results of operations for the first quarter ended March 31, 2005. A copy of that press release is furnished with this report as Exhibit 99.1.
The information contained in this Current Report shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”), 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 and Exchange Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release issued by L.B. Foster Company, April 27, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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L.B. FOSTER COMPANY |
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(Registrant) |
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Date April 27, 2005 |
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/s/ DAVID J. RUSSO |
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David J. Russo |
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Senior Vice President, |
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Chief Financial Officer and Treasurer |
EXHIBIT INDEX
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Description |
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99.1 |
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Press Release dated April 27, 2005, of L. B. Foster Company. |
Exhibit 99.1
L. B. Foster Company Reports Improved First Quarter Results
PITTSBURGH, April 27 /PRNewswire-FirstCall/ -- L.B. Foster Company (Nasdaq: FSTR), a manufacturer, fabricator, and distributor of rail, construction, and tubular products, today reported net income of $0.6 million ($0.06 per share) in the first quarter of 2005 versus a net loss of $0.1 million ($0.01 per share) in the first quarter of 2004.
Net sales for the first quarter of 2005 were $75.3 million compared to $65.5 million in 2004, an increase of 15% primarily due to New Rail Distribution and Piling sales. Gross margins improved by 1.5 percentage points to 10.6%. Selling and administrative expenses rose 12% from the prior year period due to increases in employee benefits, advertising, and audit fees. First quarter interest expense declined 8% from the prior year due to the retirement of a $10.0 million LIBOR based interest rate collar agreement in April 2004 that had a minimum annual interest rate. Other income declined by $0.2 million as the prior year results included a gain from the 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 positive for the first quarter of 2005. Capital expenditures for the first quarter of 2005 were $1.2 million which was consistent with 2004 levels; however, as previously announced, the Company currently anticipates its full year capital spending to exceed $15.0 million in order to fulfill its concrete tie agreement with the Union Pacific Railroad.
“We are extremely pleased with our performance in the first quarter, particularly in piling and rail distribution, where piling sales were up 28% over last year and rail distribution sales were up 42%. This led to our highest income level in seven years,” stated Stan L. Hasselbusch, President and CEO.
He continued, “Equally important was the increase in order entry. Sales bookings were up over 30% when compared to the first quarter of 2004 and 40% when compared to the first quarter of 2003. We expect this dramatic increase to lead to improved earnings for the balance of 2005.”
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 of the Dakota Minnesota & Eastern Railroad, delays or problems encountered during construction or implementation at our concrete tie facilities, and the 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. More detailed information on these and additional factors which could affect the Company’s operating and financial results are described in the Company’s Forms 10-K, 10-Q and other reports, filed or to be filed with the Securities and Exchange Commission. The Company urges all interested parties to read these reports to gain a better understanding of the many business and other risks that the Company faces. The forward-looking statements contained in this press release are made only as of the date hereof, and the Company undertakes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.
CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS
L. B. FOSTER COMPANY AND SUBSIDIARIES
(In Thousands, Except Per Share Amounts)
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Three Months Ended |
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2005 |
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2004 |
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(Unaudited) |
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NET SALES |
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$ |
75,314 |
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$ |
65,452 |
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COSTS AND EXPENSES: |
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Cost of goods sold |
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67,314 |
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59,470 |
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Selling and administrative expenses |
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7,169 |
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6,401 |
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Interest expense |
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424 |
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463 |
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Other income |
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(500 |
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(694 |
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74,407 |
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65,640 |
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INCOME (LOSS) BEFORE INCOME TAXES |
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907 |
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(188 |
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INCOME TAXES |
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279 |
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(75 |
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NET INCOME (LOSS) |
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$ |
628 |
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$ |
(113 |
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BASIC AND DILUTED EARNINGS (LOSS) PER COMMON SHARE |
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$ |
0.06 |
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(0.01 |
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AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC |
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10,066 |
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9,806 |
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AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - DILUTED |
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10,395 |
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10,149 |
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L. B. Foster Company and Subsidiaries
Consolidated Balance Sheet
($ 000’s)
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March 31, |
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December 31, |
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(Unaudited) |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash items |
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$ |
4,708 |
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$ |
280 |
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Accounts and notes receivable: |
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Trade |
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47,559 |
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39,759 |
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Other |
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248 |
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170 |
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Inventories |
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52,314 |
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42,014 |
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Current deferred tax assets |
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1,289 |
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1,289 |
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Other current assets |
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1,332 |
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786 |
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Total Current Assets |
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107,450 |
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84,298 |
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OTHER ASSETS: |
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Property, plant & equipment-net |
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31,593 |
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30,378 |
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Goodwill |
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350 |
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350 |
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Other intangibles - net |
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392 |
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430 |
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Investments |
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14,944 |
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14,697 |
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Deferred tax assets |
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3,878 |
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3,877 |
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Other non-current assets |
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65 |
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65 |
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Total Other Assets |
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51,222 |
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49,797 |
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$ |
158,672 |
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$ |
134,095 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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CURRENT LIABILITIES: |
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Current maturities on long-term debt |
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$ |
775 |
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$ |
477 |
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Short-term borrowings |
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0 |
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112 |
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Accounts payable-trade and other |
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45,902 |
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27,736 |
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Accrued payroll and employee benefits |
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2,705 |
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3,308 |
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Current deferred tax liabilities |
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3,942 |
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3,942 |
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Other accrued liabilities |
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2,331 |
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1,892 |
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Total Current Liabilities |
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55,655 |
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37,467 |
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LONG-TERM BORROWINGS |
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19,000 |
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14,000 |
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OTHER LONG-TERM DEBT |
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4,199 |
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3,395 |
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DEFERRED TAX LIABILITIES |
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2,898 |
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2,898 |
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OTHER LONG-TERM LIABILITIES |
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2,362 |
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2,592 |
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STOCKHOLDERS’ EQUITY: |
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Class A Common stock |
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102 |
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102 |
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Paid-in Capital |
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35,179 |
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35,131 |
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Retained Earnings |
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40,507 |
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39,879 |
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Treasury Stock |
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(515 |
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(654 |
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Accumulated Other Comprehensive Loss |
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(715 |
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(715 |
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Total Stockholders’ Equity |
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74,558 |
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73,743 |
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$ |
158,672 |
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$ |
134,095 |
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SOURCE L. B. Foster Company
-0- 04/27/2005
/CONTACT: Stan L. Hasselbusch of L. B. Foster Company, +1-412-928-3417,
or fax, +1-412-928-7891, or investors@LBFosterCo.com