<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended June 30, 1995
Commission File Number 0-10436
L. B. Foster Company
(Exact name of registrant as specified in its charter)
Delaware
(State of Incorporation)
25-1324733
(I.R.S. Employer Identification No.)
415 Holiday Drive, Pittsburgh, Pennsylvania
(Address of principal executive offices)
15220
(Zip Code)
(412) 928-3400
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the
registrant's classes of common stock as of the latest
practicable date.
Class Outstanding at August 9, 1995
Class A Common Stock, Par Value $.01 9,932,738 Shares
<PAGE>
L. B. FOSTER COMPANY AND SUBSIDIARIES
INDEX
PART I. Financial Information Page
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets 2
Condensed Consolidated Statements of Income 3
Condensed Consolidated Statements of Cash Flows 4
Notes to Condensed Consolidated
Financial Statements 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
PART II. Other Information
Item 1. Legal Proceedings 11
Item 4. Results of Votes of Security Holders 11
Item 6. Exhibits and Reports on Form 8-K 11
Signature 14
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
L. B. FOSTER COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands)
<CAPTION> June 30, December 31,
1995 1994
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $1,259 $1,180
Accounts and notes receivable (Note 3):
Trade 57,163 46,257
Other 9 164
57,172 46,421
Inventories (Note 4) 48,947 43,651
Current deferred tax assets 866 897
Other current assets 715 666
Total current assets 108,959 92,815
Property, Plant & Equipment-At Cost 58,377 55,118
Less Accumulated Depreciation (33,207) (31,751)
25,170 23,367
Property Held for Resale 2,108 2,459
Deferred Tax Assets 1,428 1,428
Other Assets 2,564 2,516
TOTAL ASSETS $140,229 $122,585
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt $1,114 $798
Short-term borrowings (Note 5) 18,160 13,920
Accounts payable 25,015 19,775
Accrued payroll and employee benefits
payable 2,021 2,524
Other current liabilities 2,724 3,279
Total current liabilities 49,034 40,296
Long-Term Debt 29,066 22,377
Other Long-Term Liabilities 1,684 1,593
Stockholders' Equity:
Class A Common stock 102 102
Paid-in capital 35,118 35,118
Retained earnings 25,782 23,656
Treasury stock (557) (557)
Total stockholders' equity 60,445 58,319
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $140,229 $122,585
See Notes to Condensed Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>
L. B. FOSTER COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Amounts)
<CAPTION> Three Months Six Months
Ended Ended
June 30, June 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Net Sales $72,564 $60,670 $128,020 $105,715
Costs and Expenses:
Cost of Goods Sold 64,816 53,609 113,848 93,823
Selling and Admin-
istrative Expenses 5,741 5,248 10,962 10,184
Interest Expense 756 430 1,336 888
Other Expense (Income) (265) (71) (252) (193)
71,048 59,216 125,894 104,702
Income Before Income Taxes 1,516 1,454 2,126 1,013
Income Taxes (Benefit) (208) 251 0 101
Net Income $1,724 $1,203 $2,126 $912
Earnings Per Common
Share (Note 6) $0.17 $0.12 $0.21 $0.09
Average Number of Common
Shares Outstanding 9,923 9,923 9,923 9,923
Cash Dividend per Common Share - - - -
See Notes to Condensed Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>
L. B. FOSTER COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
<CAPTION> Six Months
Ended June 30,
1995 1994
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income $2,126 $912
Adjustments to Reconcile Net Income to Net
Cash Used by Operating Activities:
Depreciation and amortization 1,578 1,409
Gain on sale of property, plant and equipment (164) (331)
Change in Operating Assets and Liabilities:
Accounts receivable (10,751) (10,583)
Inventories (5,338) (2,957)
Other current asset (49) 118
Other non-current assets (128) 211
Accounts payable-trade 5,240 7,190
Accrued payroll and employee benefits (503) 175
Other current liabilities (524) (200)
Other liabilities 91 125
Net Cash Used by Operating Activities (8,422) (3,931)
Cash Flows from Investing Activities:
Proceeds from sale of property, plant and
equipment 2,351 607
Capital expenditures on property, plant and
equipment (2,724) (882)
Net Cash Used by Investing Activities (373) (275)
Cash Flows from Financing Activities:
Proceeds from issuance of revolving credit
agreement borrowings 9,240 4,655
Repayments of long-term debt (366) (372)
Net Cash Provided by Financing Activities 8,874 4,283
Net Increase in Cash and Cash Equivalents 79 77
Cash and Cash Equivalents at Beginning of Period 1,180 1,213
Cash and Cash Equivalents at End of Period $1,259 $1,290
Supplemental Disclosures of Cash Flow Information:
Interest Paid $1,444 $949
Income Taxes Paid $132 $7
During 1995 and 1994, the Company financed the purchase of
certain capital expenditures totaling $2,371,000 and $103,000,
respectively, through the issuance of capital leases.
See Notes to Condensed Consolidated Financial Statements.
</TABLE>
<PAGE>
L. B. FOSTER COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally
accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted
accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation
have been included. Operating results for the six months ended
June 30, 1995 are not necessarily indicative of the results that
may be expected for the year ended December 31, 1995. For
further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's
annual report on Form 10-K for the year ended December 31, 1994.
2. ACCOUNTING PRINCIPLES
In March 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of". This statement is effective for
fiscal years beginning after December 15, 1995, although earlier
application is permitted. Management has not yet determined the
impact the statement will have on the Company's financial
statements.
3. ACCOUNTS RECEIVABLE
Credit is extended on an evaluation of the customer's financial
condition and, generally, collateral is not required. Credit
terms are consistent with industry standards and practices.
Trade accounts receivable at June 30, 1995 and December 31, 1994
have been reduced by an allowance for doubtful accounts of
$1,682,000 and $1,615,000, respectively. Bad debt expense was
$71,000 and $120,000 for the six month periods ended June 30,
1995 and 1994, respectively.
4. INVENTORIES
Inventories of the Company at June 30, 1995 and December 31,
1994 are summarized as follows (in thousands):
<TABLE>
<CAPTION> June 30, December 31,
1995 1994
<S> <C> <C>
Finished goods $34,652 $28,495
Work-in-process 14,174 14,242
Raw materials 2,478 2,971
Total inventories at current costs: 51,304 45,708
(Less):
Current costs over LIFO
stated values (1,757) (1,457)
Reserve for decline in
market value of inventories (600) (600)
$48,947 $43,651
</TABLE>
<PAGE>
Inventories of the Company are generally valued at the lower of
last-in, first-out (LIFO) cost or market. Other inventories of
the Company are valued at average cost or market, whichever is
lower. An actual valuation of inventory under the LIFO method
can be made only at the end of each year based on the inventory
levels and costs at that time. Accordingly, interim LIFO
calculations must necessarily be based on management's estimates
of expected year-end levels and costs.
5. SHORT-TERM BORROWINGS
In May 1995, the Company's revolving loan agreement was amended
to increase the borrowing commitment by $5,000,000 to
$45,000,000. The increased borrowing commitment is effective
until October 31, 1995.
6. EARNINGS PER COMMON SHARE
Earnings per common share are computed by dividing net income by
the average number of Class A common shares and common stock
equivalents outstanding during the periods June 30, 1995 and
1994 of approximately 9,923,000. Common stock equivalents are
the net additional number of shares which would be issuable upon
the exercise of the outstanding common stock options, assuming
that the Company used the proceeds to purchase additional shares
at market value. Common stock equivalents had no material effect
on the computation of earnings per share for the periods ending
June 30, 1995 and 1994.
7. COMMITMENTS AND CONTINGENT LIABILITIES
The Company is subject to laws and regulations relating to the
protection of the environment. While it is not possible to
quantify with certainty the potential impact of actions
regarding environmental matters, particularly any future
remediation and other compliance efforts, in the opinion of
management, compliance with the present environmental protection
laws will not have a material adverse effect on the financial
position, competitive position, or capital expenditures of the
Company. However, the Company's efforts to comply with
increasingly stringent environmental regulations may have an
adverse effect on the Company's future earnings.
In March 1994, Livermore Amador Valley Wastewater Management
Agency ("LAVWMA") notified the Company that it had supplied
LAVWMA with pipe for a pipeline constructed between 1978 and
1979, and alleged that a substantial portion of the interior
lining of the pipe had delaminated. On August 26, 1994, LAVWMA
filed suit against the Company in Superior Court of California,
Eastern District of the County of Alameda and alleged that the
Company is liable under theories of negligence and strict
liability for the cost of repairing or replacing the pipe and
punitive damages. LAVWMA contends that the cost of repairing
and/or replacing the pipeline will be between $10 million and
$30 million. The Company subsequently removed the case to the
United States District Court in the Northern District of
California. Although no assurances can be given, the Company
believes it has meritorious defenses to this action and will
defend itself vigorously.
The Company is subject to legal proceedings and claims which
arise in the ordinary course of its business. In the opinion of
management, the amount of ultimate liability with respect to
these actions will not materially affect the financial position
of the Company.
At June 30, 1995, the Company had outstanding letters of credit
of approximately $1,837,000.
<PAGE>
Management's Discussion and Analysis of Financial Condition
and Results of Operations
<TABLE>
Results of Operations
<CAPTION> Three Months Ended Six Months Ended
June 30, June 30,
1995 1994 1995 1994
(Dollars in thousands)
<S> <C> <C> <C> <C>
Net Sales:
Rail products $30,263 $22,834 $ 51,393 $ 40,248
Construction products 25,482 21,078 44,697 35,028
Tubular products 16,819 16,758 31,930 30,439
Total Net Sales $72,564 $60,670 $128,020 $105,715
Gross Profit
Rail products $ 3,623 $ 3,403 $ 6,373 $ 5,799
Construction products 2,713 2,331 4,839 3,877
Tubular products 1,412 1,327 2,960 2,216
Total Gross Profit 7,748 7,061 14,172 11,892
Expenses:
Selling and administrative
expenses 5,741 5,248 10,962 10,184
Interest expense 756 430 1,336 888
Other (income) expense (265) (71) (252) (193)
Total Expenses 6,232 5,607 12,046 10,879
Income Before Income Taxes 1,516 1,454 2,126 1,013
Income Tax Expense (Benefit) (208) 251 0 101
Net Income $ 1,724 $ 1,203 $ 2,126 $ 912
</TABLE>
Second Quarter 1995 Results of Operations
The net income for the 1995 second quarter was $1.7 million or
$0.17 per share. This compares to a 1994 second quarter net
income of $1.2 million or $0.12 per share.
Net sales for the 1995 second quarter were $72.6 million or 20%
higher than the comparable period in 1994. Rail products' net
sales of $30.3 million increased 33% from the comparable period
last year, principally as a result of higher billings of new rail
and transit products. Construction products' net sales of $25.5
million in the 1995 second quarter were 21% higher than in 1994
due to substantially higher volume for piling products. Tubular
products' net sales were unchanged from 1994, with an increase
in the sales of coated pipe products offsetting declines in the
sales of threaded and Fosterweld pipe products. Changes in net
sales are primarily the result of changes in volume rather than
changes in prices.
The gross margin percentage for the Company in the 1995 second
quarter decreased to 11% versus 12% in the 1994 quarter, due
primarily to a reduction in rail products gross margin related
to lower margins on running rail supply contracts. Construction
products' gross margin remained unchanged at 11%. Increased
piling gross margin offset startup costs related to the new
Ephrata, PA sign structure facility and continued weakness in
the Company's pile driving equipment business. The gross margin
percentage for the Company's tubular products segment also
remained unchanged from the prior year, with margins for coated
pipe products improving, and margins for warehouse and threaded
pipe products declining.
Selling and administrative expenses increased 9% in the 1995
second quarter from the same period last year due to higher
employee benefit costs and performance related accruals.
Interest expense increased from the second quarter of 1994
primarily as a result of increased borrowings to finance working
capital and higher interest rates. The income tax rate is less
than the statutory rate in both 1995 and 1994 as a result of
changes in net deferred tax assets.
First Six Months of 1995 Results of Operations
The net income for the first six months of 1995 was $2.1 million
or $0.21 per share. This compares to a 1994 first six months
net income of $0.9 million or $0.09 per share.
Net sales in 1995 were $128.0 million or 21% higher than in the
first half of 1994. Rail products' net sales of $51.4 million
increased 28% from the comparable period last year as a result
of higher billings in all rail units. Construction products'
net sales of $44.7 million also increased 28% in the first six
months of 1995 due to substantially higher volume for piling
products. Tubular products' net sales were $31.9 million or 5%
higher than in 1994. An increase in the sales of coated pipe
products more than offset declines in the sales of threaded and
Fosterweld pipe products. Changes in net sales are primarily
the result of changes in volume rather than changes in prices.
The gross margin percentage for the Company was 11% in the first
half of both 1995 and 1994. Rail products' gross margin
percentage declined to 12% from 14% in the year earlier six
months period due primarily to lower margins on running rail
supply contracts. Construction products' gross margin of 11%
was unchanged from the comparable period in 1994. The gross
margin percentage for the Company's tubular products segment
increased to 9% from 7% in 1994 due to increased pipe coating
volume.
Selling and administrative expenses increased 8% in the 1995
first half from the same period last year due to higher employee
benefit costs and performance related accruals. Interest
expense increased primarily as a result of both higher
borrowings to finance working capital and higher interest rates.
The income tax rate is lower than the statutory rate in both
1995 and 1994 as a result of changes in net deferred tax assets.
Liquidity and Capital Resources
The Company's ability to generate internal cash flow
("liquidity") results from the sale of inventory and the
collection of accounts receivable. During the first six months
of 1995, the average turnover rates for accounts receivable and
inventories were relatively unchanged from the prior year.
Working capital at June 30, 1995 was $60 million compared to $53
million at December 31, 1994.
During the first six months of 1995, the Company had capital
expenditures of $2.7 million principally related to the new
Newport coated pipe facility and trackwork production equipment.
Capital expenditures for the second half of 1995 are expected
to be approximately $1.5 million. Capital expenditures are
anticipated to be funded by cash flows from operations and the
proceeds from capital leases.
In May 1995, the Company's revolving credit agreement was
amended to increase the borrowing commitment to $45 million
through October 31, 1995. Although the current agreement does
not expire until July 1996, the Company is currently negotiating
a revised revolving credit agreement. Total revolving credit
agreement borrowings at June 30, 1995 were $43.2 million
compared to $33.9 million at the end of 1994. The increase was
used to finance greater working capital requirements as a result
of higher second quarter sales and order entry. Outstanding
letters of credit at June 30, 1995 were $1.8 million. At June
30, 1995, the Company had no unused borrowing commitment.
Management anticipates that inventory levels will be reduced
during the second half of 1995 and that cash generated by the
reductions will be used to lower its revolving credit
borrowings. Management believes its internal and external
sources of funds are adequate to meet anticipated needs.
Other Matters
In March 1994, Livermore Amador Valley Wastewater Management
Agency ("LAVWMA") notified the Company that it had supplied
LAVWMA with pipe for a pipeline constructed between 1978 and
1979, and alleged that a substantial portion of the interior
lining of the pipe had delaminated. In August 1994, LAVWMA
filed suit against the Company in Superior Court of California,
Eastern District of the County of Alameda and alleged that the
Company is liable under theories of negligence and strict
liability for the cost of repairing or replacing the pipe and
punitive damages. LAVWMA contends that the cost of repairing
and/or replacing the pipeline will be between $10 million and
$30 million. The Company subsequently removed the case to the
United States District Court in the Northern District of
California. Although no assurances can be given, the Company
believes it has meritorious defenses to this action and will
defend itself vigorously.
The Company is responsible for certain waste previously
generated at its former tie treating facility in Winslow,
Indiana. Test results performed for the Company indicate
possible contamination and additional testing is required.
Until such testing is completed, the Company can not determine
what additional actions, if any, may be necessary. Although no
assurances can be given, the Company believes that additional
costs will not be material.
It is not possible to quantify with certainty the potential
impact of all actions regarding environmental matters,
particularly future remediation and other compliance efforts.
However, in the opinion of management, compliance with present
environmental protection laws will not have a material adverse
effect on the financial position of the Company. The Company's
efforts to comply with increasingly stringent environmental
matters may have an adverse effect on the Company's future
earnings.
In March 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of". This statement is effective for
fiscal years beginning after December 15, 1995, although earlier
application is permitted. Management has not yet determined the
impact the statement will have on the Company's financial
statements.
Outlook
The Company's future operating results may be affected by a
number of factors. The Company is dependent upon a number of
major suppliers. If a supplier had operational problems or
ceased making material available to the Company, operations
could be adversely affected. The Company's operations are in
part dependent on governmental funding of infrastructure
projects. Significant changes in the level of government funding
of these projects could have a favorable or unfavorable impact
on the operating results of the Company. Additionally,
governmental actions concerning taxation, tariffs, the
environment or other matters could impact the operating
results of the Company. The Company's operations results may
also be affected by the weather.
Management continues to evaluate the overall performance of
certain operations. A decision to terminate an operation could
have a material effect on near term earnings but would not be
expected to have a material adverse effect on the financial
condition of the Company.
Although backlog is not necessarily indicative of future
operating results, total Company backlog at June 30, 1995, was
approximately $108 million or 34% higher than at the end of the
previous year. At June 30, 1995, backlog for the Company's rail
products segment increased to $61 million from $48 million at
the end of the previous year. The increase was principally from
municipal transit projects. Construction products' backlog was
$28 million at June 30, 1995, and $19 million at December 31,
1994. The increase was principally in piling products. Tubular
products' backlog improved to $19 million at June 30, 1995, from
$15 million at the end of the previous year principally due to
an increase in orders for coated pipe products.
<PAGE>
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
See Note 7, "Commitments and Contingent Liabilities", to the
Condensed Consolidated Financial Statements.
Item 4. RESULTS OF VOTES OF SECURITY HOLDERS
At the Company's annual meeting on May 10, 1995, all the
Company's directors were reelected for an additional one-year
term. The following table sets forth the vote for the directors:
<TABLE>
<CAPTION> For Withheld
Name Election Authority
<S> <C> <C>
L. B. Foster II 8,407,179 47,661
M. Porter 8,405,026 49,814
J. W. Puth 8,408,179 46,661
R. L. Shaw 8,408,179 46,661
J. W. Wilcock 8,404,855 49,985
</TABLE>
Additionally the shareholders voted to approve Ernst & Young
as the Company's independent auditors for the fiscal year ended
December 31, 1995. The following table sets for the results of
the vote for the independent auditors:
<TABLE>
<CAPTION> Against
For Approval Approval Abstained
<S> <C> <C>
8,409,601 11,900 33,339
</TABLE>
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
a) EXHIBITS
Unless marked by an asterisk, all exhibits are incorporated
herein by reference:
3.1 Restated Certificate of Incorporation as amended to date
filed as Exhibit 3.1 to Form 10-Q for the quarter ended
March 31, 1987.
3.2 Bylaws of the Registrant, as amended to date, filed as
Exhibit 3.2 to Form 10-K for the year ended December 31,
1993.
4.1 Loan Agreement by and among the Registrant and Mellon Bank,
N.A., Continental Bank, N.A. and Philadelphia National
Bank dated as of February 15, 1990, filed as Exhibit 4.1 to
Form 10-K for the year ended December 31, 1989.
4.1.1 First Amendment to Loan Agreement dated as of November
27, 1990 and filed as Exhibit 4.1.1 to Form 10-K for the
year ended December 31, 1990.
<PAGE>
4.1.2 Second Amendment to Loan Agreement dated as of May 22,
1991 and filed as Exhibit 4.1.2 or Form 10-Q for the quarter
ended June 30, 1991.
4.1.3 Assignment and Assumption Agreement by and among the
Registrant, Continental Bank, N.A. and NBD Bank, N.A. dated
as of May 22, 1991 and filed as Exhibit 4.1.3 to Form
10-Q for the quarter ended June 30, 1991.
4.1.4 Third Amendment to Loan Agreement dated as of December
31, 1991, filed as Exhibit 4.1.4 to Form 10-K for the year
ended December 31, 1991.
4.1.5 Security Agreement by and among the Registrant and
Mellon Bank, N.A., NBD Bank, N.A., and Philadelphia
National Bank dated as of January 29, 1992, filed as Exhibit
4.1.5 to Form 10-K for the year ended December 31, 1991.
4.1.6 Fourth Amendment to Loan Agreement dated as of May 11,
1992, filed as Exhibit 4.1.6 to Form 10-Q for the quarter
ended June 30, 1992.
4.1.7 Security Agreement by and among Allegheny Rail Products,
Inc. and Mellon Bank, N. A., NBD Bank, N. A., and Core
States Bank, N. A. dated as of May 11, 1992, filed as
Exhibit 4.1.7 to Form 10-Q for the quarter ended June 30,
1992.
4.1.8 Fifth Amendment to Loan Agreement dated as of September
25, 1992, filed as Exhibit 4.1.8 to Form 10-Q for the
quarter ended September 30, 1992.
4.1.9 Sixth Amendment to Loan Agreement dated as of April 30,
1993, filed as Exhibit 4.1.9 to Form 10-Q for the quarter
ended March 31, 1993.
4.1.10 Seventh Amendment to Loan Agreement dated as of December
31, 1993, filed as Exhibit 4.1.10 to Form 10-K for the year
ended December 31, 1993.
4.1.11 Eighth Amendment to Loan Agreement dated as of February
22, 1995, filed as Exhibit 4.1.11 to Form 10-K for the year
ended December 31, 1994.
4.1.12 Ninth Amendment to Loan Agreement dated as of May 3,
1995, filed as exhibit 4.1.12 to Form 10-Q for the quarter
ended March 31, 1995.
10.15 Lease between the Registrant and Amax, Inc. for
manufacturing facility at Parkersburg, West Virginia, dated
as of October 19, 1978, filed as Exhibit 10.15 to
Registration Statement No. 2-72051.
10.16 Lease between Registrant and Greentree Building
Associates for Headquarters office, dated as of June 9,
1986, as amended to date, filed as Exhibit 10.16 to Form
10-K for the year ended December 31, 1988.
<PAGE>
10.16.1 Amendment dated June 19, 1990 to lease between
Registrant and Greentree Building Associates, filed as
Exhibit 10.16.1 to Form 10-Q for the quarter ended June 30,
1990.
10.19 Lease between the Registrant and American Cast Iron
Pipe Company for Pipe Coating Facility in Birmingham,
Alabama dated December 11, 1991 and filed as Exhibit 10.19
to Form 10-K for the year ended December 31, 1991.
10.33.2 Amended and Restated 1985 Long-Term Incentive Plan,
as amended and restated March 2, 1994 and filed as Exhibit
10.33.2 to Form 10-K for the year ended December 31, 1993. **
10.44 Amended Agreement between the Registrant and James
W. Wilcock dated as of February 19, 1991 and filed as
Exhibit 10.44 to Form 10-K for the year ended December 31,
1990. **
10.45 Medical Reimbursement Plan filed as Exhibit 10.45 to
Form 10-K for the year ended December 31, 1992. **
10.46 Leased Vehicle Plan as amended to date. Filed as
Exhibit 10.46 to Form 10-K for the year ended December 31,
1993. **
10.49 Lease agreement between Newport Steel Corporation
and L. B. Foster Company dated as of October 12, 1994
and filed as Exhibit 10.49 to Form 10-Q for the quarter
ended September 30, 1994.
10.50 L. B. Foster Company 1995 Incentive Compensation
Plan. Filed as Exhibit 10.50 to Form 10-K for the year ended
December 31, 1995. **
10.51 Supplemental Executive Retirement Plan. Filed as
Exhibit 10.51 to Form 10-K for the year ended December 31,
1994. **
19 Exhibits marked with an asterisk are filed herewith.
** Identified management contract or compensatory plan or
arrangement required to be filed as an exhibit.
b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed by the Registrant during the
three month period ended June 30, 1995.
<PAGE>
SIGNATURE
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 thereunto duly authorized.
L. B. FOSTER COMPANY
(Registrant)
Date: August 10, 1995
By /Roger F. Nejes/
Roger F. Nejes
Sr. Vice President-
Finance and Administration
& Chief Financial Officer
(Principal Financial Officer
and Duly Authorized Officer
of Registrant)
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 1,259
<SECURITIES> 0
<RECEIVABLES> 57,172
<ALLOWANCES> 1,682
<INVENTORY> 48,947
<CURRENT-ASSETS> 108,959
<PP&E> 58,377
<DEPRECIATION> 33,207
<TOTAL-ASSETS> 140,229
<CURRENT-LIABILITIES> 49,034
<BONDS> 29,066
<COMMON> 102
0
0
<OTHER-SE> 60,900
<TOTAL-LIABILITY-AND-EQUITY> 140,229
<SALES> 128,020
<TOTAL-REVENUES> 128,020
<CGS> 113,848
<TOTAL-COSTS> 113,848
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,336
<INCOME-PRETAX> 2,126
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,126
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,126
<EPS-PRIMARY> 0.21
<EPS-DILUTED> 0.21
</TABLE>
