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FSTR > SEC Filings for FSTR > Form 10-Q on 8-May-2009All Recent SEC Filings

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Form 10-Q for FOSTER L B CO


8-May-2009

Quarterly Report


Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
General
L. B. Foster Company is a leading manufacturer, fabricator and distributor of products for rail, construction, utility and energy markets. The Company is comprised of three business segments: Rail products, Construction products and Tubular products.
Recent Developments
In late March of 2009, we discovered that some of the prestressed concrete railroad ties manufactured in 2004 by our CXT Rail operation in Grand Island, NE had failed in track. The failure appears to be attributed to the loss of bond between the prestressed wire and the concrete. We are currently investigating the cause of the failure and are continuing to work with our customer to perform field inspections of all rail lines where concrete tie failures have been sighted. While a definitive cause of the failure has not yet been determined, we believe the cause is related to equipment fatigue on one production line at our Grand Island, NE facility before it was reinforced in the summer of 2004 and subsequently decommissioned in the spring of 2005 when our new equipment was installed in the fall of 2005.
We recorded a charge of $1.6 million within cost of goods sold during the quarter ended March 31, 2009 for this issue. While we believe this is a reasonable estimate of this potential warranty claim, this estimate could change due to new information and future events. There can be no assurance at this point that future costs pertaining to this issue will not have a material impact on our results of operations.
Pursuant to the share repurchase program authorized by the Board of Directors in 2008, the Company purchased an additional 86,141 shares of its Common stock for approximately $1.9 million during the 2009 first quarter. For additional information regarding the Company's share repurchase program, refer to Part II, Item 2 "Unregistered Sales of Equity Securities and Use of Proceeds" on page 24.
Critical Accounting Policies The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States. When more than one accounting principle, or method of its application, is generally accepted, management selects the principle or method that is appropriate in the Company's specific circumstances. Application of these accounting principles requires management to make estimates about the future resolution of existing uncertainties. As a result, actual results could differ from these estimates. In preparing these financial statements, management has made its best estimates and judgments of the amounts and disclosures included in the financial statements giving due regard to materiality. There have been no material changes in the Company's policies or estimates since December 31, 2008. For more information regarding the Company's critical accounting policies, please see the Management's Discussion & Analysis of Financial Condition and Results of Operations in Form 10-K for the year ended December 31, 2008.
New Accounting Pronouncements
In December 2007, the FASB issued SFAS No. 141(R), "Business Combinations," (SFAS 141R) which replaces SFAS No. 141. SFAS 141R retains the purchase method of accounting for acquisitions, but requires a number of changes, including changes in the way assets and liabilities are recognized in the purchase accounting. It also changes the recognition of assets acquired and liabilities assumed arising from contingencies, requires the capitalization of in-process research and development at fair value, and requires the expensing of acquisition-related costs as incurred. SFAS 141R is effective for business combinations for which the acquisition date is on or after the beginning of the first fiscal year beginning after December 15, 2008. The Company adopted the provisions of this standard beginning January 1, 2009.
In February 2008, the FASB issued FASB Staff Position (FSP) FAS 157-2, "Effective Date of FASB Statement No. 157," (FSP FAS 157-2). FSP FAS 157-2 delayed the effective date of SFAS 157 for all non-recurring fair value measurements of nonfinancial assets and liabilities until fiscal years beginning after November 15, 2008. The Company adopted the provisions of this standard beginning January 1, 2009.


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Quarterly Results of Operations

                                                Three Months Ended                Percent of Total Net Revenues                   Percent
                                                    March 31,                         Period Ended March 31,                Increase/(Decrease)
                                              2009              2008                2009                  2008                 2009 vs. 2008
                                                                                       Dollars in thousands

Net Sales:
Rail Products                              $ 54,366          $ 46,191                  55.6 %                49.4 %                    17.7 %
Construction Products                        36,087            39,986                  36.9                  42.8                      (9.8 )
Tubular Products                              7,291             7,264                   7.5                   7.8                       0.4

Total Net Sales                            $ 97,744          $ 93,441                 100.0 %               100.0 %                     4.6 %


                                                Three Months Ended                   Gross Profit Percentage                      Percent
                                                    March 31,                         Period Ended March 31,                Increase/(Decrease)
                                              2009              2008                2009                  2008                 2009 vs. 2008
                                                                                       Dollars in thousands

Gross Profit:
Rail Products                              $  4,522          $  7,097                   8.3 %                15.4 %                   (36.3 )%
Construction Products                         7,249             7,657                  20.1                  19.1                      (5.3 )%
Tubular Products                              2,014             1,527                  27.6                  21.0                      31.9 %
LIFO Credit (Expense)                           250              (293 )                 0.3                  (0.3 )                  (185.3 )%
Other                                          (353 )            (367 )                (0.4 )                (0.4 )                    (3.8 )%

Total Gross Profit                         $ 13,682          $ 15,621                  14.0 %                16.7 %                   (12.4 )%


                                                Three Months Ended                Percent of Total Net Revenues                   Percent
                                                    March 31,                         Period Ended March 31,                Increase/(Decrease)
                                              2009              2008                2009                  2008                 2009 vs. 2008
                                                                                       Dollars in thousands

Expenses:
Selling and Administrative Expenses        $  9,027          $  9,366                   9.2 %                10.0 %                    (3.6 )%
Interest Expense                                328               555                   0.3                   0.6                     (40.9 )
Gain on Sale of DM&E Investment                   -            (2,022 )                   * *                (2.2 )                       * *
Gain on Sale of Houston, TX Property              -            (1,486 )                   * *                (1.6 )                       * *
Interest Income                                (295 )            (815 )                (0.3 )                (0.9 )                   (63.8 )
Other (Income) Expense                         (143 )             151                  (0.1 )                 0.2                    (194.7 )

Total Expenses                                8,917             5,749                   9.1 %                 6.2 %                    55.1 %


Income Before Income Taxes                    4,765             9,872                   4.9 %                10.6 %                   (51.7 )%
Income Tax Expense                            1,746             3,566                   1.8                   3.8                     (51.0 )


Net Income                                 $  3,019          $  6,306                   3.1 %                 6.7 %                  (52.1) %

** Results of calculation are not material for presentation purposes.

First Quarter 2009 Compared to First Quarter 2008 - Company Analysis Net income for the first quarter of 2009 was $0.29 per diluted share which compares to net income for the first quarter of 2008 of $0.57 per diluted share. Included in net income for the prior year quarter were pre-tax gains from the receipt of escrow proceeds related to the sale of our investment in the DM&E Railroad ($2.0 million) and the sale-leaseback of our Houston, TX facility ($1.5 million). Excluding these gains, net income for the prior year period was $0.36 per diluted share.
Our gross profit margin includes our current estimate of the impact of the LIFO method of accounting for inventory. Due principally to declining steel prices, we currently anticipate a positive adjustment resulting from our provision for LIFO while the prior year period included an estimated negative impact caused by inflation. Gross profit was adversely affected by the $1.6 million warranty charge, previously discussed in more detail in Recent Developments, related to certain concrete ties that failed in track.
Beginning in 2009 we began to see the impacts of our various initiatives designed to control selling and administrative expenses. The 2009 first quarter decrease primarily resulted from lower travel and entertainment expenses and outside services fees, offset in part by increased salaries. Interest expense decreased from the prior year period due principally to reduced borrowings and, to a lesser extent, lower interest rates. Reduced average cash and cash equivalents balances and lower rates contributed to reduced interest income earned on our various short-term investments during the first quarter of 2009. Income taxes in the first quarter were recorded at approximately 36.6%, a nominal increase from the prior year period of 36.1%.


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Results of Operations - Segment Analysis

Rail Products

                                                     Three Months Ended                                                Percent
                                                         March 31,                   Increase/(Decrease)         Increase/(Decrease)
                                                   2009              2008               2009 vs. 2008               2009 vs. 2008
                                                                                    Dollars in thousands

Net Sales                                       $ 54,366          $ 46,191            $           8,175                       17.7 %


Gross Profit                                    $  4,522          $  7,097                      ($2,575 )                    -36.3 %

Gross Profit Percentage 8.3 % 15.4 % -7.0 % -45.9 %

First Quarter 2009 Compared to First Quarter 2008 Increased volumes within our new rail distribution business along with an increase in selling prices drove the increase in our Rail Products sales over the 2008 period. The rest of the rail businesses experienced decreased sales in the first quarter of 2009 compared to the prior year period. Our relay rail distribution business continues to be negatively impacted by significantly reduced Industrial market demand and due to low scrap steel prices. Ongoing reduced UPRR concrete tie purchasing levels continues to negatively impact our Grand Island, NE and Tucson, AZ facilities. Additionally, customer requested delivery delays and reduced overall demand have hampered our sales of concrete ties produced at our Spokane, WA facility. Finally, a lack of government funding has led to a reduction in sales within our transit products division. The predominate cause of the decrease in our Rail Products gross profit in the 2009 first quarter was the $1.6 million concrete tie warranty expense recognized at our Grand Island, NE facility, discussed previously. In addition to the concrete tie warranty issue, the gross profit at our Grand Island, NE and Tucson, AZ facilities continues to be negatively impacted by the UPRR volume reductions, which has also led to increased unabsorbed plant expense. Also, our relay rail distribution business was negatively impacted by a significant decrease in the cost of scrap steel prices which has resulted in our selling higher priced inventory in a declining price environment. Our Spokane, WA facility has been negatively impacted due to the lack of higher margin sales of concrete turnout ties as well as competitive pricing pressures. Finally, product mix and competitive pricing pressures have reduced our gross profit in our transit products division.
Due to the recessionary economic environment that has negatively impacted freight railroad car loadings and our expectations that Class 1 railroad capital spending will decline by approximately 10%, we anticipate Rail Products Segment sales and gross profit to decline in 2009.

Construction Products

                                                     Three Months Ended                                                Percent
                                                         March 31,                   Increase/(Decrease)         Increase/(Decrease)
                                                   2009              2008               2009 vs. 2008               2009 vs. 2008
                                                                                    Dollars in thousands

Net Sales                                       $ 36,087          $ 39,986                      ($3,899 )                     -9.8 %


Gross Profit                                    $  7,249          $  7,657                        ($408 )                     -5.3 %

Gross Profit Percentage 20.1 % 19.1 % 0.9 % 4.9 %

First Quarter 2009 Compared to First Quarter 2008 Decreased volumes of piling products, partially offset by higher selling prices in the current quarter, led to the overall reduction in Construction Products sales. Offsetting these reductions in piling sales was improvement from our concrete buildings division which continues to benefit from increased new orders and unit installations.
In addition to the impact of volume declines within certain aspects of our piling division, selling higher priced inventory in a declining price environment also contributed to the reduction in our Construction Products gross profit margin. Volume related gross profit margin increases from our concrete buildings and product mix within our fabricated products divisions partially offset these decreases.


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The heavy civil and public works construction markets that we participate in were soft nationwide during the first quarter of 2009 leading to a substantial reduction in bookings and backlog. However, we anticipate that this softening may be mitigated, in part, by strength in the bridge markets as well as certain other projects that may be funded from the recently signed American Recovery and Reinvestment Act stimulus bill.

Tubular Products

                                                    Three Months Ended                                               Percent
                                                         March 31,                 Increase/(Decrease)         Increase/(Decrease)
                                                   2009             2008              2009 vs. 2008               2009 vs. 2008
                                                                                   Dollars in thousands

Net Sales                                       $  7,291          $ 7,264            $           27                          0.4 %


Gross Profit                                    $  2,014          $ 1,527            $          487                         31.9 %

Gross Profit Percentage 27.6 % 21.0 % 6.6 % 31.4 %

First Quarter 2009 Compared to First Quarter 2008 While we believe that the end markets served by our Tubular Products will remain strong over the long term, downward trends in pricing and demand will reduce our profitability over the short term.
Changes within our product mix and favorable manufacturing variances have led to an increase in 2009 gross profit by our Tubular Products segment over the prior year period.
Liquidity and Capital Resources The Company's capitalization is as follows:

Debt:

                                                     March 31,      December 31,
       (In millions)                                    2009            2008

       Term Loan, due May 2011                       $    15.2      $      16.0
       Capital Leases and Interim Lease Financing          8.2              9.0
       Other (primarily revenue bonds)                     2.6              2.5

       Total Debt                                         26.0             27.5


       Equity                                            218.6            217.6


       Total Capitalization                          $   244.6      $     245.1

The Company's need for liquidity relates primarily to seasonal working capital requirements, capital expenditures, common stock repurchases and debt service obligations. We may also use cash to pursue potential strategic acquisitions.


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The following table summarizes the year-to-date impact of these items:

                                                                   March 31,
     (In millions)                                             2009         2008

     Liquidity needs:
     Working capital and other assets and liabilities         ($17.4 )     ($14.2 )
     Common stock purchases                                     (1.9 )          -
     Capital expenditures                                       (0.6 )       (2.1 )
     Scheduled repayments of long-term debt                     (0.7 )       (0.7 )
     Other long-term debt scheduled repayments                  (0.8 )       (0.8 )
     Cash interest paid                                         (0.5 )       (0.5 )

     Net liquidity requirements                                (21.9 )      (18.3 )


     Liquidity sources:
     Internally generated cash flows before interest paid        5.8          5.4
     Proceeds from the sale of DM&E investment                     -          2.0
     Proceeds from asset sales                                     -          6.5
     Equity transactions                                           -          0.5

     Net liquidity sources                                       5.8         14.4

     Net Change in Cash                                       ($16.1 )      ($3.9 )

Cash Flow from Operating Activities
During the first quarter of 2009, cash flows from operations used $12.1 million, an unfavorable increase of $2.9 million compared to the first quarter of 2008. Net income and adjustments to net income provided $5.2 million for the 2009 period. Offsetting this amount was cash used by certain operating activities of $17.3 million. The pay down of trade accounts payable, notably in our rail distribution business, was the primary cause of the reduction in cash for the three months ended March 31, 2009. Partially offsetting this cash reduction were the positive impacts from collections of trade accounts receivable and the utilization of inventories.
Cash Flow from Investing Activities
Capital expenditures were $0.6 million for the first three months of 2009 compared to $2.1 million for the same 2008 period. Current period expenditures were for plant and equipment improvements as well as technology infrastructure and application software. We anticipate total capital spending in 2009 will be approximately $4.0 million and funded by cash flow from operations.
Cash flows provided by investing activities for the three months ended March 31, 2008 included proceeds of $6.5 million and $2.0 million from the aforementioned threaded products facility and DM&E investment sale respectively. Cash Flow from Financing Activities
The increase in cash used by financing activities is primarily related to purchases of 86,141 shares of our Common stock under our share repurchase program for approximately $1.9 million.
Financial Condition
Included within cash and cash equivalents are principally our investments in tax-free money market funds with municipal bond issuances as the underlying securities all of which maintain AAA credit ratings and remain guaranteed by the United States Treasury. Additionally included therein are our investments in bank certificates of deposit.
We also have a revolving credit agreement which expires in May 2011 and provides for up to $90.0 million in borrowings to support our working capital and other liquidity requirements. Borrowings under this agreement are secured by substantially all the trade receivables and inventory owned by us, and are limited to 85% of eligible receivables and 60% of eligible inventory. Additionally, the revolving credit agreement provided for a $20.0 million term loan that was immediately applied to pay down existing drawings on the revolving credit facility. If average availability should fall below $10.0 million over a 30-day period, the loans become immediately secured by a lien on the Company's equipment that is not encumbered by other liens.
Under the term loan, we had $15.2 million outstanding at March 31, 2009 of which $12.6 million was noncurrent.


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Revolving credit facility borrowings placed in LIBOR contracts are priced at prevailing LIBOR rates, plus 1.25%. Borrowings placed in other tranches are priced at the prevailing prime rate, minus 1.00%. The term loan base rate spread is fixed at minus 0.75% and the LIBOR spread is fixed at plus 1.50%. Under the credit agreement, we maintain dominion over our cash at all times, as long as excess availability stays over $5.0 million and there is no uncured event of default.
In March 2009, we entered into a fifth amendment to the Agreement which became effective as of December 31, 2008 and changed certain financial covenants included in the Agreement by creating an exclusion standard in the Agreement. This standard, which is met when revolving credit facility borrowings do not exceed $20.0 million and unused borrowing commitment is at least $50.0 million, allows for certain items, as defined in the amendment, to be excluded in determining the minimum level for the fixed charge coverage ratio. Additionally, the amendment redefines our calculation of earnings before interest and taxes by excluding any charges and credits related to our LIFO method of accounting for inventory.
The fifth amendment also includes a revised minimum net worth covenant and a revised maximum level for consolidated capital expenditures. As of March 31, 2009 we were in compliance with all of the Agreement's covenants. We routinely review our portfolio of businesses and contemplate potential acquisitions and dispositions from time to time. We are currently assessing a number of options for the potential use of the above funds and sources of financing, including, but not limited to, debt reduction, strategic acquisitions, organic reinvestment in the existing business, continued share repurchases and other general corporate purposes.
As far as near-term future business activity levels for 2009 are concerned, we have seen recent evidence of both strength and weakness, with more evidence of weakness. At the present time we are unable to determine the extent or the duration of any additional effects that the current credit and economic crisis will have on our results of operations and financial position.
We do, however, continue in this period of uncertainty in an extremely strong financial position. As noted, as of March 31, 2009, we had approximately $99.0 million in cash and short-term instruments and a $90.0 million revolving credit facility with approximately $85.1 million of availability and $26.0 million in long-term debt. We believe this capacity will afford us the flexibility to take advantage of opportunities that we may encounter or weather the current economic downturn, if need be, as future circumstances dictate.

Off-Balance Sheet Arrangements
The Company's off-balance sheet arrangements include operating leases, purchase obligations and standby letters of credit. A schedule of the Company's required payments under financial instruments and other commitments as of December 31, 2008 is included in the "Liquidity and Capital Resources" section of the Company's 2008 Annual Report filed on Form 10-K. There have been no significant changes to the Company's contractual obligations relative to the information presented in the Form 10-K. These arrangements provide the Company with increased flexibility relative to the utilization and investment of cash resources.
Dakota, Minnesota & Eastern Railroad
During the fourth quarter of 2007, we sold our investment in the Dakota, Minnesota & Eastern Railroad (DM&E). At the time of the closing of this transaction, we fully reserved approximately $2.1 million of the proceeds which were being held in escrow, until the completion of all post-closing transactions, to secure certain of the DM&E's obligations. This amount was fully reserved due to the uncertainty surrounding the amount of any future payout as well as the timing of such payout.
During the first quarter of 2008, upon completion of the buyer's working capital audit, the applicable proceeds were released from escrow. We recognized a pre-tax gain of approximately $2.0 million related to the receipt of these proceeds.
For more information regarding the sale of our investment in the DM&E, please see our Management's Discussion & Analysis of Financial Condition and Results of Operations in Form 10-K for the year ended December 31, 2007.
Outlook
Our businesses and results of operations have recently been impacted by the downturn in the global economy beginning in late 2008. We believe that the current recession, continued credit concerns and uncertain stimulus legislation will present challenges to the many end markets to which we sell. As a result of anticipated reduced demand for certain of our products as well as sharply falling commodity prices over the last several months, we expect to battle margin


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