<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 September 30, 1995
Commission File Number 0-10436
L. B. Foster Company
(Exact name of registrant as specified in its charter)
Delaware 25-1324733
(State of Incorporation) (I.R.S. Employer Identification No.)
415 Holiday Drive, Pittsburgh, Pennsylvania 15220
(Address of principal executive offices) (Zip Code)
(412) 928-3417
(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 November 8, 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 8
PART II. Other Information
Item 1. Legal Proceedings 12
Item 6. Exhibits and Reports on Form 8-K 12
Signature 15
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
L. B. FOSTER COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands)
<CAPTION>
September 30, December 31,
1995 1994
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $1,745 $1,180
Accounts and notes receivable (Note 3):
Trade 54,345 46,257
Other 237 164
54,582 46,421
Inventories (Note 4) 42,755 43,651
Current deferred tax assets 897 897
Other current assets 657 666
Total current assets 100,636 92,815
Property, Plant & Equipment-At Cost 58,511 55,118
Less Accumulated Depreciation (32,688) (31,751)
25,823 23,367
Property Held for Resale 1,856 2,459
Deferred Tax Assets 1,428 1,428
Other Assets 2,560 2,516
TOTAL ASSETS $132,303 $122,585
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt $1,322 $798
Short-term borrowings (Note 5) 9,730 13,920
Accounts payable 22,367 19,775
Accrued payroll and employee benefits
payable 2,444 2,524
Other current liabilities 2,496 3,279
Total current liabilities 38,359 40,296
Long-Term Debt 29,949 22,377
Other Long-Term Liabilities 1,745 1,593
Stockholders' Equity:
Class A Common stock 102 102
Paid-in capital 35,148 35,118
Retained earnings 27,557 23,656
Treasury stock (557) (557)
Total stockholders' equity 62,250 58,319
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $132,303 $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 Nine Months
Ended Ended
September 30, September 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Net Sales $75,662 $65,527 $203,682 $171,242
Costs and Expenses:
Cost of Goods Sold 67,379 57,867 181,227 151,690
Selling and Admin-
istrative Expenses 5,790 5,272 16,752 15,456
Interest Expense 807 562 2,143 1,450
Other Expense (Income) (89) (143) (341) (336)
73,887 63,558 199,781 168,260
Income Before Income Taxes 1,775 1,969 3,901 2,982
Income Taxes 0 43 0 144
Net Income $1,775 $1,926 $3,901 $2,838
Earnings Per Common Share (Note 6) $0.18 $0.20 $0.39 $0.29
Average Number of Common
Shares Outstanding 9,930 9,923 9,925 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>
Nine Months
Ended September 30,
1995 1994
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income $3,901 $2,838
Adjustments to Reconcile Net Income to Net Cash
Used by Operating Activities:
Depreciation and amortization 2,132 2,088
Gain on sale of property, plant and equipment (230) (647)
Change in Operating Assets and Liabilities:
Accounts receivable (8,161) (12,039)
Inventories 833 701
Other current asset 9 306
Other non-current assets (163) 248
Accounts payable-trade 2,592 2,766
Accrued payroll and employee benefits (80) 271
Other current liabilities (783) (593)
Other liabilities 152 (29)
Net Cash Used by Operating Activities 202 (4,090)
Cash Flows from Investing Activities:
Proceeds from sale of property, plant and
equipment 3,609 1,511
Capital expenditures on property, plant and
equipment (3,414) (1,793)
Net Cash Used by Investing Activities 195 (282)
Cash Flows from Financing Activities:
Proceeds from issuance of revolving credit
agreement borrowings 810 4,850
Exercise of stock options 30 0
Repayments of long-term debt (672) (566)
Net Cash Provided by Financing Activities 168 4,284
Net Increase in Cash and Cash Equivalents 565 (88)
Cash and Cash Equivalents at Beginning of Period 1,180 1,213
Cash and Cash Equivalents at End of Period $1,745 $1,125
Supplemental Disclosures of Cash Flow Information:
Interest Paid $2,082 $1,352
Income Taxes Paid $171 $47
During 1995 and 1994, the Company financed the purchase of
certain capital expenditures totaling $3,768,000 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 nine months ended
September 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 (FASB)
issued Statement of Financial Accounting Standards (SFAS) No.
121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of". In October 1995, the FASB
issued SFAS No. 123, "Accounting for Stock-Based Compensation".
These statements are effective for fiscal years beginning after
December 15, 1995, although earlier application is permitted.
Management has not yet determined the impact these statements
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 September 30, 1995 and December 31,
1994 have been reduced by an allowance for doubtful accounts of
$1,764,000 and $1,615,000, respectively. Bad debt expense was
$147,000 and $114,000 for the nine month periods ended September
30, 1995 and 1994, respectively.
4. INVENTORIES
Inventories of the Company at September 30, 1995 and December
31, 1994 are summarized as follows (in thousands):
<TABLE>
<CAPTION> September 30, December 31,
1995 1994
<S> <C> <C>
Finished goods $28,192 $28,495
Work-in-process 14,717 14,242
Raw materials 2,353 2,971
Total inventories at current costs: 45,262 45,708
(Less):
Current costs over LIFO
stated values (1,907) (1,457)
Reserve for decline in
market value of inventories (600) (600)
$42,755 $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 until October 31, 1995.
Effective November 1, 1995, the Company entered into a $45
million revolving credit agreement expiring July 1, 1999. The
interest rate is, at the Company's option, based on the prime
rate, the domestic certificate of deposit rate (CD rate) or the
Euro-bank rate. The interest rates are adjusted quarterly based
on the fixed coverage ratio defined in the agreement. The
ranges are prime plus 0.175% to prime plus 0.625%, the CD rate
plus 0.625% to the CD rate plus 1.5%, and the Euro-bank rate
plus 0.625% to the Euro-bank rate plus 1.5%. Borrowings under
the agreement are secured by accounts receivable and inventory.
The agreement includes financial covenants requiring a minimum
net worth, a fixed charge coverage ratio, a leverage ratio and a
current ratio. The agreement also places restrictions on
dividends, investments, capital expenditures indebtedness and
sales of certain assets.
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. 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
September 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.
In August 1994, Livermore Amador Valley Wastewater Management
Agency ("LAVWMA") filed suit against the Company for damages
allegedly associated with the cost of repairing or replacing
certain pipe that the Company had sold in 1978-79. In September
1995, the Company's motion for summary judgment was granted and
LAVWMA's claims were dismissed with prejudice. LAVWMA did not
appeal this decision and the case has therefore been resolved.
<PAGE>
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 September 30, 1995, the Company had outstanding letters of
credit of approximately $2,200,000.
<PAGE>
Management's Discussion and Analysis of Financial Condition
and Results of Operations
<TABLE>
Results of Operations
<CAPTION> Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
(Dollars in thousands)
<S> <C> <C> <C> <C>
Net Sales:
Rail products $30,927 $23,381 $ 82,320 $ 63,629
Construction products 24,877 24,815 69,574 59,843
Tubular products 19,858 17,331 51,788 47,770
Total Net Sales $75,662 $65,527 $203,682 $171,242
Gross Profit
Rail products $ 3,956 $ 3,569 $ 10,330 $ 9,368
Construction products 2,719 3,288 7,557 7,165
Tubular products 1,608 803 4,568 3,019
Total Gross Profit 8,283 7,660 22,455 19,552
Expenses:
Selling and administrative
expenses 5,790 5,272 16,752 15,456
Interest expense 807 562 2,143 1,450
Other (income) expense (89) (143) (341) (336)
Total Expenses 6,508 5,691 18,554 16,570
Income Before Income Taxes 1,775 1,969 3,901 2,982
Income Tax Expense 0 43 0 144
Net Income $ 1,775 $ 1,926 $ 3,901 $ 2,838
</TABLE>
Third Quarter 1995 Results of Operations
The net income for the 1995 third quarter was $1.8 million or
$0.18 per share. This compares to a 1994 third quarter net
income of $1.9 million or $0.20 per share.
Net sales for the 1995 third quarter were $75.7 million or 15%
higher than the comparable period in 1994. Rail products' net
sales of $30.9 million increased 32% from the comparable period
last year, principally as a result of higher billings of new
rail and transit products. Construction products' net sales of
$24.9 million in the 1995 third quarter were equal to net sales
in the 1994 third quarter. Tubular products' net sales of $19.9
million were 15% higher than the comparable period last year due
to higher shipments of warehouse and coated pipe. 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 third
quarter was 11% versus 12% in the 1994 third quarter. Rail
products' gross margin was 13% in the current quarter versus 15%
in the comparable period last year because of shipments for
lower margin running rail supply contracts. Construction
products' gross margin was 11% in the 1995 third quarter versus
13% in the 1994 third quarter principally because of a change in
the mix of products sold and reduced margins in the pile driving
equipment business. The gross margin percentage for the
<PAGE>
Company's tubular products segment increased to 8% from 5% in
last year's third quarter primarily due to increased pipe
coating volume.
Selling and administrative expenses increased $0.5 million to
$5.8 million in the 1995 third quarter due primarily to a $0.4
million reduction in the accrual for employee vacations in the
1994 third quarter. Interest expense increased from the third
quarter of 1994 primarily as a result of higher borrowings to
finance working capital as well as higher interest rates. Other
income/expense in the 1994 third quarter included a gain of $0.3
million from the sale of the Company's Houston, Texas sales
office and equipment depot and a charge of $0.2 million for the
closing of its Phoenix, Arizona sales office and yard. The
effective income tax rate is less than the statutory rate in both
1995 and 1994 as a result of changes in net deferred tax assets in
accordance with Statement of Financial Accounting Standards
(SFAS) No. 109 "Accounting for Income Taxes".
First Nine Months of 1995 Results of Operations
The net income for the first nine months of 1995 was $3.9
million or $0.39 per share. This compares to a 1994 first nine
months net income of $2.8 million or $0.29 per share.
Net sales in 1995 were $203.7 million or 19% higher than in the
first nine months of 1994. Rail products' net sales of $82.3
million increased 29% from the comparable period last year as a
result of higher billings in most rail units. Construction
products' net sales of $69.6 million increased 16% in the first
nine months of 1995 due to substantially higher volume for
piling products. Tubular products' net sales were $51.8 million
or 8% higher than in 1994 due to an increase in the sales of
coated pipe products which 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
nine months of both 1995 and 1994. Rail products' gross margin
percentage was 13% in 1995 versus 15% in the year earlier nine
months period due primarily to lower margins on running rail
supply contracts. Construction products' gross margin was 11%
in the first nine months of 1995 compared to 12% in the 1994
period due to lower margins on fabricated products and pile
driving equipment. The gross margin percentage for the
Company's tubular products segment increased to 9% from 6% in
1994 due to increased pipe coating volume.
Selling and administrative expenses increased 8% in the first
nine months of 1995 to $16.8 million 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 as well as higher interest
rates. The effective income tax rate is less 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 nine months
of 1995, the average turnover rates for accounts receivable and
inventories were relatively unchanged from the prior year.
Working capital at September 30, 1995 was $62 million compared
to $53 million at December 31, 1994.
<PAGE>
During the first nine months of 1995, the Company had capital
expenditures of $3.4 million principally related to trackwork
production equipment and the Newport coated pipe facility which
were financed through capital leases. Capital expenditures for
the fourth quarter of 1995 are expected to be less than $0.7
million. Capital expenditures are anticipated to be funded by
cash flows from operations.
Total revolving credit agreement borrowings at September 30,
1995 were $34.7 million compared to $33.9 million at the end of
1994. Outstanding letters of credit at September 30, 1995 were
$2.2 million. At September 30, 1995, the Company was in
compliance with all of the revolving credit agreement's
covenants and had approximately $8.1 million in available unused
borrowing commitment. Management believes its internal and
external sources of funds are adequate to meet anticipated needs.
In November 1995, the Company executed a restated and amended
revolving credit agreement. The amended agreement increased the
borrowing commitment available to $45 million, slightly reduced
interest rates and extended the term of the agreement to July 1,
1999. Borrowings under the agreement are secured by accounts
receivable and inventory.
Other Matters
In August 1994, Livermore Amador Valley Wastewater Management
Agency ("LAVWMA") filed suit against the Company for damages
allegedly associated with the cost of repairing or replacing
certain pipe that the Company had sold in 1978-79. In September
1995, the Company's motion for summary judgment was granted and
LAVWMA's claims were dismissed with prejudice. LAVWMA did not
appeal this decision and the case has therefore been resolved.
In March 1995, the Financial Accounting Standards Board (FASB)
issued SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of".
In October 1995, the FASB issued SFAS No. 123, "Accounting for
Stock-Based Compensation". These statements are effective for
fiscal years beginning after December 15, 1995, although earlier
application is permitted. Management has not yet determined the
impact these statements 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.
The Company has made a decision to divest its Fosterweld
operations and discussions with potential buyers are currently
ongoing. The outcome of these discussions, however, is
uncertain at this time. Additionally, the Company has decided
to significantly reduce investment in its warehouse pipe
products and concentrate its resources on the sales and
marketing of coated line pipe. Neither of these actions is
expected to have a material impact on the Company's financial
condition.
<PAGE>
Management continues to evaluate the overall performance of
certain operations. A decision to terminate an existing
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 September 30, 1995,
was approximately $91 million or 13% higher than at the end of
the previous year and 11% higher than at September 30, 1994.
The following table provides the backlog by business segment.
<TABLE>
<CAPTION> September 30, December 31,
1995 1994 1994
(Dollars in thousands)
<S> <C> <C> <C>
Backlog
Rail Products $50,957 $41,319 $47,582
Construction Products 27,392 27,232 18,574
Tubular Products 12,789 13,251 14,776
Total Backlog $91,138 $81,802 $80,932
</TABLE>
<PAGE>
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
See Note 7, "Commitments and Contingent Liabilities", to the
Condensed Consolidated Financial Statements.
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.
4.1.2 Second Amendment to Loan Agreement dated as of May 22, 1991
and filed as Exhibit 4.1.2 to 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 files 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.
<PAGE>
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.
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. **
<PAGE>
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 September 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: November 9, 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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 1,745
<SECURITIES> 0
<RECEIVABLES> 54,582
<ALLOWANCES> 1,764
<INVENTORY> 42,755
<CURRENT-ASSETS> 100,636
<PP&E> 58,511
<DEPRECIATION> 32,688
<TOTAL-ASSETS> 132,303
<CURRENT-LIABILITIES> 38,359
<BONDS> 29,949
<COMMON> 102
0
0
<OTHER-SE> 62,705
<TOTAL-LIABILITY-AND-EQUITY> 132,303
<SALES> 203,682
<TOTAL-REVENUES> 203,682
<CGS> 181,227
<TOTAL-COSTS> 181,227
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,143
<INCOME-PRETAX> 3,901
<INCOME-TAX> 0
<INCOME-CONTINUING> 3,901
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,901
<EPS-PRIMARY> .39
<EPS-DILUTED> .39
</TABLE>
