EX-99
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exppprmc.txt
PRESS RELEASE
For Immediate Release
Wednesday, December 1, 2004
For further information contact
John S. Cooper
President and Chief Executive Officer
Portec Rail Products, Inc.
(412) 782-6000, ext. 201
Press Release
Portec Rail Products, Inc. Completes the Acquisition of Kelsan Technologies
Corp. and Announces Fourth Quarter 2004 Dividend
PITTSBURGH, PA, Wednesday, December 1, 2004 - Portec Rail Products, Inc. (NASDAQ
National Market "PRPX") announced today that it has completed its merger with
Kelsan Technologies Corp. (Kelsan). Portec Rail's Board of Directors also
announced the declaration of the Company's fourth quarter 2004 quarterly
dividend of five cents per share. The cash dividend will be paid on December 31,
2004, to shareholders of record on December 10, 2004.
After taking into consideration the final working capital adjustment and the
exercise of previously authorized and vested Kelsan stock options, Portec Rail's
final purchase price for 100% of the outstanding shares of Kelsan approximated
$17.6 million (Canadian currency) or approximately $14.8 million U.S. The $17.6
million (Canadian currency) purchase price was financed entirely by a seven-year
term loan with a Canadian financial institution. This strategic acquisition
significantly expands Portec Rail's friction management capabilities and
strengthens its position as a leading global entity, providing essential
products and services to the railway industry.
For the fiscal year ended December 31, 2003, Portec Rail's net sales were $57.6
million and net income was $3.4 million. For the fiscal year ended September 30,
2004, Kelsan's unaudited net sales were approximately $7.9 million U.S. and net
income was approximately $853,000 U.S. The acquisition will also allow Portec
Rail to be able to utilize Kelsan's Canadian tax loss carryforwards and other
tax deductions that approximate $6.0 million (Canadian currency). The
transaction, on a full year basis, is expected to be accretive to Portec Rail's
earnings.
Kelsan Technologies Corp., located in North Vancouver, B.C. Canada, with an
office in the United Kingdom, is an innovative developer of proprietary friction
control solutions for the railway industry. Kelsan's unique solutions control
friction at the wheel/rail interface in order to reduce costs and improve
performance. Used by transit and freight rail companies around the world,
Kelsan's patented friction control solutions extend rail and wheel life, improve
fuel efficiency, reduce green house gas emissions, and also reduce noise and
lateral forces. Kelsan has a strong international presence in Europe and Asia
and particularly in the United Kingdom, Japan and South Korea; approximately 70%
of Kelsan's sales were outside North America in fiscal 2004.
John S. Cooper, President and Chief Executive Officer of Portec Rail Products,
Inc. said, "We have had a technical alliance with Kelsan and we have been
working as a distributor of Kelsan's friction modification products for many
years; we are well acquainted with the company's management team and Portec Rail
has been designing and providing equipment for the application of the Kelsan
products. The combination gives us the ability to optimize the use of our
engineering, research and development and global sales and marketing resources.
In addition, this acquisition follows our recent acquisition of Salient Systems,
Inc., a global leader in railway electronic wayside data collection and data
management systems used for predictive maintenance. Our goal is to be a
solutions provider and enable our railway customers to significantly reduce
their cost by extending the life of the track structure and rolling stock,
reducing fuel consumption and improving noise abatement".
Patrick E. Rooney, President and Chief Executive Officer of Kelsan Technologies
said "Kelsan is growing at an accelerating rate, having experienced year over
year sales growth of approximately 17% in 2002, 23% in 2003 and 50% in 2004.
Kelsan's commercially driven research and development team has generated an
ongoing stream of intellectual property and has built a solid patent wall around
the company's technology, which is continuously strengthened and expanded. One
of Kelsan's core strengths is the ability to establish and develop strong
alliances. This is reflected in key long-term technical and commercial alliances
with Portec Rail as well as industry leaders in Asia and Europe. Kelsan has a
well established network of agents and distributors throughout the world to
supplement Kelsan's sales team." Kelsan's web site address is www.kelsan.com.
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. The Company has a Canadian
subsidiary headquartered near Montreal with a manufacturing operation in St.
Jean, Quebec. The Company sells load securement systems to the railroad freight
car market through its Shipping Systems Division located near Chicago, Illinois.
The Company also manufactures railway products and material handling equipment
at its wholly-owned subsidiary in the United Kingdom with operations in Wrexham,
Wales and Leicester, 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, 2003 and Form 10-Q for the period ended
September 30, 2004 under the heading "Cautionary Statement Relevant to
Forward-looking Statements." 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.

EX - 99 2 exppprmc . txt PRESS RELEASE For Immediate Release Wednesday , December 1 , 2004 For further information contact John S . Cooper President and Chief Executive Officer Portec Rail Products , Inc . ( 412 ) 782 - 6000 , ext . 201 Press Release Portec Rail Products , Inc . Completes the Acquisition of Kelsan Technologies Corp . and Announces Fourth Quarter 2004 Dividend PITTSBURGH , PA , Wednesday , December 1 , 2004 - Portec Rail Products , Inc . ( NASDAQ National Market " PRPX " ) announced today that it has completed its merger with Kelsan Technologies Corp . ( Kelsan ) . Portec Rail 's Board of Directors also announced the declaration of the Company 's fourth quarter 2004 quarterly dividend of five cents per share . The cash dividend will be paid on December 31 , 2004 , to shareholders of record on December 10 , 2004 . After taking into consideration the final working capital adjustment and the exercise of previously authorized and vested Kelsan stock options , Portec Rail 's final purchase price for 100 % of the outstanding shares of Kelsan approximated $ 17.6 million ( Canadian currency ) or approximately $ 14.8 million U . S . The $ 17.6 million ( Canadian currency ) purchase price was financed entirely by a seven - year term loan with a Canadian financial institution . This strategic acquisition significantly expands Portec Rail 's friction management capabilities and strengthens its position as a leading global entity , providing essential products and services to the railway industry . For the fiscal year ended December 31 , 2003 , Portec Rail 's net sales were $ 57.6 million and net income was $ 3.4 million . For the fiscal year ended September 30 , 2004 , Kelsan 's unaudited net sales were approximately $ 7.9 million U . S . and net income was approximately $ 853,000 U . S . The acquisition will also allow Portec Rail to be able to utilize Kelsan 's Canadian tax loss carryforwards and other tax deductions that approximate $ 6.0 million ( Canadian currency ) . The transaction , on a full year basis , is expected to be accretive to Portec Rail 's earnings . Kelsan Technologies Corp . , located in North Vancouver , B . C . Canada , with an office in the United Kingdom , is an innovative developer of proprietary friction control solutions for the railway industry . Kelsan 's unique solutions control friction at the wheel / rail interface in order to reduce costs and improve performance . Used by transit and freight rail companies around the world , Kelsan 's patented friction control solutions extend rail and wheel life , improve fuel efficiency , reduce green house gas emissions , and also reduce noise and lateral forces . Kelsan has a strong international presence in Europe and Asia and particularly in the United Kingdom , Japan and South Korea ; approximately 70 % of Kelsan 's sales were outside North America in fiscal 2004 . John S . Cooper , President and Chief Executive Officer of Portec Rail Products , Inc . said , " We have had a technical alliance with Kelsan and we have been working as a distributor of Kelsan 's friction modification products for many years ; we are well acquainted with the company 's management team and Portec Rail has been designing and providing equipment for the application of the Kelsan products . The combination gives us the ability to optimize the use of our engineering , research and development and global sales and marketing resources . In addition , this acquisition follows our recent acquisition of Salient Systems , Inc . , a global leader in railway electronic wayside data collection and data management systems used for predictive maintenance . Our goal is to be a solutions provider and enable our railway customers to significantly reduce their cost by extending the life of the track structure and rolling stock , reducing fuel consumption and improving noise abatement " . Patrick E . Rooney , President and Chief Executive Officer of Kelsan Technologies said " Kelsan is growing at an accelerating rate , having experienced year over year sales growth of approximately 17 % in 2002 , 23 % in 2003 and 50 % in 2004 . Kelsan 's commercially driven research and development team has generated an ongoing stream of intellectual property and has built a solid patent wall around the company 's technology , which is continuously strengthened and expanded . One of Kelsan 's core strengths is the ability to establish and develop strong alliances . This is reflected in key long - term technical and commercial alliances with Portec Rail as well as industry leaders in Asia and Europe . Kelsan has a well established network of agents and distributors throughout the world to supplement Kelsan 's sales team . " Kelsan 's web site address is www.kelsan.com . 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 . The Company has a Canadian subsidiary headquartered near Montreal with a manufacturing operation in St . Jean , Quebec . The Company sells load securement systems to the railroad freight car market through its Shipping Systems Division located near Chicago , Illinois . The Company also manufactures railway products and material handling equipment at its wholly - owned subsidiary in the United Kingdom with operations in Wrexham , Wales and Leicester , 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 , 2003 and Form 10 - Q for the period ended September 30 , 2004 under the heading " Cautionary Statement Relevant to Forward - looking Statements . " 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 .
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