8-K
1
form8k_022608.txt

                                  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): February 25, 2008
                                                         -----------------

                           Portec Rail Products, Inc.
                           --------------------------
             (Exact Name of Registrant as Specified in its Charter)

        West Virginia                 0-50543                    55-0755271
-----------------------------   ---------------------         ----------------
(State or Other Jurisdiction)   (Commission File No.)        (I.R.S. Employer
      of Incorporation)                                      Identification No.)

900 Old Freeport Road, Pittsburgh, Pennsylvania                    15238
-----------------------------------------------                    -----
(Address of Principal Executive Offices)                         (Zip Code)

Registrant's telephone number, including area code:  (412) 782-6000
                                                     --------------

                                 Not Applicable
                                 --------------
          (Former name or former address, if changed since last report)

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):

[  ]  Written communications pursuant to Rule 425 under the Securities Act
      (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
      (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))





Item 2.02         Results of Operations and Financial Condition
                  ---------------------------------------------

         On February 25, 2008, Portec Rail Products, Inc. issued a press release
announcing its financial results for the quarter and year ended December 31,
2007. The press release is attached as Exhibit 99.1 to this report.

         This information, including the press release filed as Exhibit 99.1,
shall not be deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934 nor shall it be deemed to be incorporated by reference in
any filing under the Securities Act of 1933.

Item 9.01         Financial Statements and Exhibits
                  ---------------------------------

(a)               Financial statements of businesses acquired. Not Applicable.

(b)               Pro forma financial information. Not Applicable.

(c)               Shell company transactions. Not Applicable.

(d)               Exhibits.

                  The following Exhibit is attached as part of this report:

                  99.1          Press release of Portec Rail Products, Inc.
                                dated February 25, 2008.






                                   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.

                                                      PORTEC RAIL PRODUCTS, INC.



DATE: February 26, 2008                               By:/s/ John N. Pesarsick
                                                         -----------------------
                                                         John N. Pesarsick
                                                         Chief Financial Officer








                                  EXHIBIT INDEX

Exhibit No.                Description
-----------                -----------

99.1                       Press release of Portec Rail Products, Inc. dated
                           February 25, 2008.





                                                                    Exhibit 99.1
For Immediate Release
---------------------
Monday, February 25, 2008


For further information contact
Richard J. Jarosinski
President and Chief Executive Officer
Portec Rail Products, Inc.
(412) 782-6000, ext. 4230

Press Release

Portec Rail  Products,  Inc.  Reports 2007 Fourth  Quarter and Annual  Operating
Results (unaudited)

PITTSBURGH, PA -- Monday, February 25, 2008 - Portec Rail Products, Inc. (NASDAQ
Global Market  -"PRPX")  today  announced  unaudited net income of $1,149,000 or
$0.12 per basic and diluted  share for the fourth  quarter  ended  December  31,
2007, a 33% increase  over  unaudited  net income of $864,000 or $0.09 per basic
and  diluted  share for the fourth  quarter  2006.  The Company  also  announced
unaudited  net income of $6,131,000 or $0.64 per basic and diluted share for the
year ended  December  31,  2007, a 33%  increase  over  unaudited  net income of
$4,620,000 or $0.48 per basic and diluted share for the year ended  December 31,
2006 on average  basic and diluted  shares  outstanding  of  9,601,779  for both
periods.  Net sales  during the fourth  quarter  2007 were $24.9  million,  a 9%
increase over sales of $22.9 million  during the fourth  quarter 2006. Net sales
for the year ended  December 31, 2007 were $109.5  million,  a 10% increase over
sales of $99.2 million for the year ended December 31, 2006.

Richard J. Jarosinski, President and Chief Executive Officer, said, "We are very
pleased with our fourth  quarter and annual  results for 2007, and feel that the
year  was a  success  in many  areas.  The  outstanding  performance  of  Kelsan
Technologies,  Salient Systems and our Shipping Systems Division, in particular,
contributed  greatly to the  significant  improvement of our top and bottom line
performance during 2007."

"Our friction  management  product group had a very good year,  which was led by
significant top line growth from Kelsan  Technologies,  but also complemented by
the friction management product sales from our other divisions, with the overall
results  helping  rail  operators  to improve  rail and wheel life and to reduce
energy consumption, among other benefits. Strong customer demand from all market
segments,  a good product mix of highly engineered  product models,  and a trend
towards full service  support and  installation  revenues were the basis for our
good results in this product  group.  We also sustained a high level of research
and development to continue to meet application demands of our customers."

"Salient Systems had a record year,  driven largely by strong demand for wayside
detection systems from North American and international customers.  During 2007,



we also made good progress in introducing the Rail Stress Monitor, a new product
to manage the thermal forces in the rail, to various domestic and  international
customers."

"Our  Shipping  Systems  Division had a record year due to strong demand for its
core load  securement  products and the Vulcan Chain  securement  product  line,
which was purchased in 2006 and integrated  into our  Huntington,  West Virginia
manufacturing  facility in early 2007. During the fourth quarter,  we also had a
significant sales contribution from the WinChockTM  Uni-Level vehicle securement
system,  which will  improve the  railroads'  capability  to make  market  share
inroads for the transportation of Class VIII vehicles to market."

"Our track component product group, which includes rail anchors, spikes and rail
joints,  continued to significantly  contribute to our operating  results during
2007. We faced many  challenges in this product group,  including the absorption
of the bonded  joint  warranty  costs  within our Railway  Maintenance  Products
Division.  Despite these challenges, we invested in research and development and
capital  improvements in order to better  position  ourselves for what we see as
continued long term demand for this group of products as our customers  continue
to invest in rail infrastructure."

Mr. Jarosinski concluded, "We are cautiously optimistic about the outlook of our
industry despite some economic slow down  predictions.  We feel that we are well
positioned  for  maximizing  the  benefits  of strong  capital  and  maintenance
spending levels  anticipated by our customers in 2008. Our operational,  product
and  marketing  strategies  implemented  during  2007  have made  Portec  Rail a
stronger and more competitive company for the foreseeable future."

Portec  Rail  Products,   Inc.,   headquartered  in  Pittsburgh,   Pennsylvania,
manufactures,  supplies  and  distributes  a broad range of  railroad  products,
including  rail joints,  rail anchors and spikes,  railway  friction  management
products,  railway wayside data collection and data management  systems and load
securement systems. The Company's largest business unit, the Railway Maintenance
Products  Division,  operates a manufacturing  and assembly plant in Huntington,
West Virginia,  an engineering  and assembly  facility in Dublin,  Ohio (Salient
Systems),  and is also  headquartered in Pittsburgh,  Pennsylvania.  The Company
also has two Canadian subsidiaries,  one of which is headquartered near Montreal
with a manufacturing  operation in St. Jean, Quebec and the other  headquartered
in Vancouver,  British Columbia that is a technology and manufacturing  facility
(Kelsan Technologies). In addition, the Company sells load securement systems to
the railroad  freight car market through its Shipping  Systems  Division located
near Chicago,  Illinois.  The Company manufactures railway products and material
handling  equipment in the United Kingdom with operations in Leicester,  England
and  Sheffield,  England.  Portec  Rail  Products,  Inc.'s  web site  address is
www.portecrail.com.

The  foregoing  information  contains  forward-looking  statements.  The Company
cautions  that such  statements  are subject to a number of  uncertainties.  The
Company  identifies  below  important  factors that could  affect the  Company's
financial  performance  and could cause the Company's  actual results for future
periods to differ  materially  from any opinions or  statements  expressed  with
respect  to  future  periods  in any  current  statements.  In  particular,  the
Company's  future  results  could be affected  by a variety of factors,  such as



customer demand for our products; competitive dynamics in the North American and
worldwide  railroad and railway supply industries;  capital  expenditures by the
railway  industry in North America and worldwide;  the development and retention
of  sales  representation  and  distribution   agreements  with  third  parties;
fluctuations  in the  cost  and  availability  of raw  materials  and  supplies;
currency  rate  fluctuations;  and exposure to pension  liabilities.  Additional
cautions regarding forward-looking statements are provided in the Company's Form
10-K for the year ended  December  31,  2006 and Form 10-Q for the period  ended
September  30,  2007  under  the  heading  "Cautionary   Statement  Relevant  to
Forward-looking  Statements."  Unaudited  information  at and for the year ended
December 31, 2007 is subject to  adjustment  as a result of the year-end  audit.
The Company does not undertake,  and specifically  disclaims,  any obligation to
update or revise any  forward-looking  statement,  whether written or oral, that
may be made from time to time by or on behalf of the Company.





         Portec Rail Products, Inc.
         Consolidated Statements of Income
         (In thousands, except share and per share data)

Three Months Ended Twelve Months Ended December 31, December 31, -------------------------------------------------------------- 2007 2006 2007 2006 -------------------------------------------------------------- (Unaudited) (Unaudited) (Audited) Net sales $ 24,931 $ 22,856 $ 109,503 $ 99,225 Cost of sales 16,767 15,445 74,995 68,848 -------------------------------------------------------------- Gross profit 8,164 7,411 34,508 30,377 Selling, general and administrative 5,906 5,891 22,781 22,117 Amortization expense 317 290 1,241 926 -------------------------------------------------------------- Operating income 1,941 1,230 10,486 7,334 Interest expense 300 313 1,247 1,105 Other (income) expense, net (43) (33) 246 140 -------------------------------------------------------------- Income before income taxes 1,684 950 8,993 6,089 Provision for income taxes 535 86 2,862 1,469 -------------------------------------------------------------- Net income $ 1,149 $ 864 $ 6,131 $ 4,620 ============================================================== Earnings per share Basic and diluted $ 0.12 $ 0.09 $ 0.64 $ 0.48 Average basic and diluted shares outstanding 9,601,779 9,601,779 9,601,779 9,601,779
Consolidated Condensed Balance Sheets (In thousands)
December 31, December 31, 2007 2006 -------------------- ------------------- (Unaudited) (Audited) Assets Current assets $45,635 $45,793 Property, plant and equipment, net 11,121 10,403 Goodwill and other intangibles, net 46,601 44,920 Other assets 869 566 -------------------- ------------------- Total assets $104,226 $101,682 ==================== =================== Liabilities and Shareholders' Equity Current liabilities $21,190 $21,022 Other liabilities and long-term debt obligations 23,139 27,564 Shareholders' equity 59,897 53,096 -------------------- ------------------- Total liabilities and shareholders' equity $104,226 $101,682 ==================== ===================

The following information was filed by Portec Rail Products Inc on Tuesday, February 26, 2008 as an 8K 2.02 statement, which is an earnings press release pertaining to results of operations and financial condition. It may be helpful to assess the quality of management by comparing the information in the press release to the information in the accompanying 10-K Annual Report statement of earnings and operation as management may choose to highlight particular information in the press release.

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