UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

For the Quarterly Period Ended June 30, 2004

Commission file number: 000-50543

PORTEC RAIL PRODUCTS, INC.

(412) 782-6000

     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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

YES [   ]   NO [X]

     As of July 31, 2004, there were 8,618,002 shares of the registrant’s common stock outstanding.

PORTEC RAIL PRODUCTS, INC.

INDEX TO FORM 10-Q

2

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Portec Rail Products, Inc.
Condensed Consolidated Balance Sheets

See Notes to condensed Consolidated Financial Statements

3

Portec Rail Products, Inc.
Condensed Consolidated Statements of Income
(Unaudited)

See Notes to condensed Consolidated Financial Statements

4

Portec Rail Products, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)

See Notes to condensed Consolidated Financial Statements

5

Portec Rail Products, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 1: Organization

Portec Rail Products, Inc. (sometimes herein referred to as “we,” “our,” “us,” the “Company,” or “Portec Rail Products”) was incorporated in West Virginia in 1997. We manufacture, supply and distribute a broad range of railroad products, including rail joints, rail anchors, rail spikes, railway friction management products and systems and freight car securement devices. We also manufacture material handling equipment through our United Kingdom operation. We serve both domestic and international markets. We and our predecessors have served the railroad industry since 1906. In 1997, a group of private investors including several senior executives of Portec, Inc., our predecessor company, purchased the rail-related assets and selected material handling assets of, and assumed certain liabilities of, Portec, Inc. We operate through four global business units consisting of Railway Maintenance Products Division (“RMP”), Shipping Systems Division (“SSD”), Portec, Rail Products Ltd. (“Canada”) and Portec Rail Products (UK) Ltd. (“United Kingdom”).

Note 2: Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of Portec Rail Products, Inc., our wholly-owned Canadian subsidiary, Portec, Rail Products Ltd. (Canada) and our wholly-owned United Kingdom subsidiary, Portec Rail Products (UK) Ltd. (United Kingdom). All significant intercompany accounts and transactions have been eliminated in consolidation. The foregoing financial information has been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”) and rules and regulations of the Securities and Exchange Commission for interim financial reporting. The preparation of the financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. The results of operations for the six months ended June 30, 2004 are not necessarily indicative of the results to be expected for the full year. The accompanying interim financial information is unaudited; however, we believe, the financial information reflects all adjustments (consisting of items of a normal recurring nature) necessary for a fair presentation of financial position, results of operations and cash flows in conformity with GAAP. Certain information and note disclosures normally included in our annual financial statements prepared in accordance with GAAP have been condensed or omitted. These interim financial statements should be read in conjunction with the 2003 Annual Report on Form 10-K. The balance sheet information as of December 31, 2003 was derived from our audited balance sheet included in our 2003 Annual Report on Form 10-K.

Certain amounts in the prior year’s consolidated financial statements have been reclassified to conform with the current year presentation. These reclassifications had no effect on net earnings.

Note 3: Inventories

Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out (FIFO) method for all inventories. Inventory costs include material, labor and manufacturing overhead.

The major components of inventories are as follows:

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Portec Rail Products, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 4: Long-Term Debt

Long-term debt consists of the following:

As a result of our initial public offering, all outstanding loans under our Senior Credit Facility and Boone County Bank, Inc. (related party) were repaid in January 2004.

Under the Senior Credit Facility, we have a secured revolving credit facility with a bank for borrowings to a maximum of $6,250,000. Borrowings under the revolving credit facility can be in an amount up to 80% of the outstanding eligible accounts receivable plus 50% of the aggregate value of eligible inventory. Advances against eligible inventory are limited to $3,750,000. We are required to pay a 0.25% fee on the average daily unused portion of the revolving credit facility. Advances under the revolving credit facility accrue interest, at our option, at the Eurodollar rate plus 1.75% to 2.50% or the financial institution’s prime rate plus 0.00% to 0.50%. The Senior Credit Facility is collateralized by substantially all of our assets in the United States. The Senior Credit Facility contains certain covenants which requires us to maintain leverage ratios, current ratios, fixed charge coverage ratios and minimum amounts of tangible net worth. The Senior Credit Facility further limits capital expenditures, sales of assets, management bonuses, management fees and additional indebtedness. The Senior Credit Facility also restricts the sale of the capital stock of our wholly-owned subsidiaries. Borrowings on the revolving credit facility accrued interest at 4.00% at December 31, 2003. No borrowings were outstanding under the revolving credit facility at June 30, 2004. The revolving credit facility expires on December 31, 2006.

Our Canadian subsidiary has a secured revolving demand credit facility with a bank for borrowings to a maximum of 3,750,000 Canadian dollars ($2,800,000). Borrowings under the revolving credit facility can be in an amount up to 80% of the outstanding eligible accounts receivable plus 50% of the aggregate value of eligible inventory. Advances against eligible inventory are limited to 1,875,000 Canadian dollars. The interest rate is the Canadian prime rate plus 1.00%. Borrowings on the revolving line of credit accrued interest at 4.75% and 4.50% at June 30, 2004 and December 31, 2003, respectively. The credit facility is secured by specific pledges of land, building, equipment, accounts receivable and inventory. At June 30, 2004, borrowings under this credit facility were 615,000 Canadian dollars ($459,000) and additional borrowings of 3,135,000 Canadian dollars ($2,341,000) were available.

7

Portec Rail Products, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Our United Kingdom subsidiary has a £400,000 ($728,000) overdraft facility on its primary bank account with a financial institution in the United Kingdom. The purpose of the overdraft facility is to provide for working capital requirements. The interest rate on the overdraft facility is the financial institution’s base rate plus 1.625%. For any borrowings in excess of £400,000 ($728,000) that the financial institution approves, the interest rate is the financial institution’s base rate plus 6.75%. The United Kingdom loans are collateralized by substantially all of the assets of our United Kingdom subsidiary and its wholly-owned subsidiaries. In addition, the loans contain certain covenants, which require our United Kingdom subsidiary to maintain a minimum tangible net worth, profitability, cash generation and limits additional borrowings. The covenants also restrict any payments of dividends and limit capital expenditures by our United Kingdom subsidiary. No borrowings were outstanding under the overdraft facility at June 30, 2004. The overdraft credit facility expires on March 19, 2005.

Note 5: Retirement Plans

In December 2003, the FASB issued revisions to SFAS 132, Employer’s Disclosures about Pensions and Other Postretirement Benefits. The revised statement includes new and revised disclosures for sponsors of defined benefit plans. The revised disclosure rules require interim presentation of net periodic benefit cost recognized, showing the component amounts separately. The revised disclosure rules also have requirements regarding interim disclosure of employer contributions paid and expected to be paid. The revised disclosure is effective for interim periods beginning after December 15, 2003 for both domestic and foreign plans. We have updated the following defined benefit plans’ disclosures to incorporate these requirements.

The components of net periodic pension (benefit) cost of our United States defined benefit pension plan are as follows for the three and six months ended June 30, 2004 and 2003:

We previously disclosed in the financials statements for the year ended December 31, 2003, that the required minimum contribution for the United States defined benefit pension plan was approximately $147,000, which was funded in February 2004. We do not anticipate any additional contributions will be made to this pension plan for the remainder of 2004.

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Portec Rail Products, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

The components of net periodic pension cost (benefit) of our United Kingdom defined benefit pension plans are as follows for the three months ended June 30, 2004 and 2003:

The components of net periodic pension cost (benefit) of our United Kingdom defined benefit pension plans are as follows for the six months ended June 30, 2004 and 2003:

During the third quarter of 2003, the Company recorded the full year net periodic pension cost of approximately $34,000 for the Portec Rail plan and the full year net periodic pension benefit of approximately $26,000 for the Conveyors plan. The impact of this adjustment on the quarterly financial statements for the year ended December 31, 2003 was not material. Future pension plan funding for the United Kingdom defined benefit pension plans will be dependent upon the performance of plan assets. As of June 30, 2004, $15,000 and $0 in employer contributions have been made to the Portec Rail plan and the Conveyors plan, respectively. For the remainder of 2004, we anticipate making additional contributions of approximately £11,000 ($20,000), plus the payment of certain plan administrative expenses, to the Portec Rail plan. We do not anticipate making any contributions to the Conveyors plan in 2004.

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Portec Rail Products, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 6: Comprehensive Income

Comprehensive income for the three and six months ended June 30, 2004 and 2003 is as follows:

Note 7: Earnings Per Share

Basic earnings per share (EPS) is computed as net income available to common shareholders divided by the weighted average common shares outstanding. Diluted earnings per share considers the potential dilution that occurs related to issuance of common stock under stock option plans. At the present time, the company does not have any stock option plans or other instruments that would cause dilution.

Note 8: Commitments and Contingencies

Contractual Obligations

The following is a summary of our contractual obligations in the form of leases and debt as of June 30, 2004:

Litigation

We are involved from time to time in lawsuits that arise in the normal course of business. We actively and vigorously defend all lawsuits. We are named with numerous other defendants in an environmental lawsuit. The plaintiff seeks to recover costs, which it has incurred to investigate and remediate its own property as required by the New York State Department of Environmental Conservation (NYSDEC). We have not been named as a liable party by the NYSDEC and believe we have no liability to the plaintiff in the case. We filed a motion of summary judgment seeking a ruling to have us dismissed from the case. On November 6, 2003, the motion of summary judgment was granted and we were dismissed from the case. On March 25, 2004, the plaintiff filed a notice of appeal. If the plaintiff wins on appeal, ongoing litigation may be protracted, and we will incur additional ongoing legal expenses, which are not estimable at this time.

10

Portec Rail Products, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 9: Segment Information

We operate four business segments consisting of Railway Maintenance Products Division (RMP), Shipping Systems Division (SSD), Portec, Rail Products Ltd. (Canada) and Portec Rail Products (UK) Ltd. (United Kingdom), along with a corporate functional shared service. The presentation of segment information reflects the manner in which we organize our segments by geographic areas for making operating decisions, assessing performance and allocating resources.

Intersegment sales are accounted for at arm’s-length prices, reflecting prevailing market conditions within the United States, Canada and the United Kingdom. Such sales and associated costs are eliminated in the consolidated financial statements.

11

Portec Rail Products, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 1: Subsequent Events

On July 20, 2004, we entered into a definitive merger agreement with Salient Systems, Inc. whereby we will acquire 100% of the outstanding shares of Salient Systems for a combination of our stock and cash. The initial purchase value is estimated to be in the range of $12.4 million to $14.0 million depending upon our stock price prior to closing. In addition, there is an earn-out provision for the years 2004 to 2006 and a working capital adjustment. The merger agreement has been approved by the Board of Directors of both companies and is subject to the satisfaction of certain conditions, including the approval of the Salient Systems, Inc. shareholders. We will be filing a registration statement, prospectus and other relevant documents with the Securities and Exchange Commission. It is anticipated that the transaction will close in September 2004.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The following discussion should be read in conjunction with the condensed consolidated financial statements of Portec Rail Products, Inc. and the related notes beginning on page 3. Unless otherwise specified, any reference to the “three months ended” or “six months ended” is to the three or six months ended June 30. Additionally, when used in this Form 10-Q, unless the context requires otherwise, the terms “we,” “our” and “us” refer to Portec Rail Products, Inc. and its business segments.

Cautionary Statement Relevant to Forward-looking Statements

     This Form 10-Q contains or incorporates by reference forward-looking statements relating to the Company. Forward-looking statements typically are identified by the use of terms, such as “may,” “will,” “plan,” “should,” “expect,” “anticipate,” “believe,” “if,” “estimate,” “intend,” and similar words, although some forward-looking statements are expressed differently. You should consider statements that contain these and similar words carefully because they describe our expectations, plans, strategies, goals and beliefs concerning future business conditions, our results of operations, our financial position, and our business outlook, or state other “forward-looking” information based on currently available information. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors. We undertake no obligation to update publicly or revise any forward-looking statements. You should not place undue reliance on the forward-looking statements.

     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;
	•		competitive dynamics in the North American and worldwide railroad and railway supply industries;
	•		capital expenditures by the railway industry in North America and worldwide;
	•		economic conditions, including changes in inflation rates or interest rates;
	•		product development and the success of new products;
	•		our ability to successfully pursue, consummate and integrate attractive acquisition opportunities;
	•		changes in laws and regulations;
	•		the development and retention of sales representation and distribution agreements with third parties;
	•		limited international protection of our intellectual property;
	•		the loss of key personnel;
	•		fluctuations in the cost and availability of raw materials and supplies, and any significant disruption of supplies;
	•		foreign economic conditions, including currency rate fluctuations;
	•		political unrest in foreign markets and economic uncertainty due to terrorism or war;
	•		exposure to pension liabilities;
	•		seasonal fluctuations in our sales;
	•		technological innovations by our competitors; and
	•		the importation of lower cost competitive products into our markets.

     The Company specifically declines to undertake any obligation to publicly revise any forward-looking statements that have been made to reflect events or circumstances after the date of those statements or to reflect the occurrence of anticipated or unanticipated events.

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Overview

     In the United States, Canada and the United Kingdom, we are a manufacturer, supplier and distributor of a broad range of rail products, including rail joints, rail anchors, rail spikes, railway friction management systems and products and securement devices. End users of our rail products include Class I railroads, short-line and regional railroads and transit systems. Our three North American business segments along with the rail division of our United Kingdom business segment serve these end users. In addition, our United Kingdom business segment also manufactures and supplies material handling products primarily to end users within the United Kingdom. These products include overhead and floor conveyor systems, racking systems and mezzanine flooring systems. The end users of our material handling products are primarily in the manufacturing, distribution, garment and food industries.

Results of Operations

Three Months Ended June 30, 2004 compared to Three Months Ended June 30, 2003

     Net Sales. Net sales increased to $18.5 million for the three months ended June 30, 2004, an increase of $817,000 or 4.6%, from $17.7 million for the comparable period in the prior year. The increase in net sales is primarily attributable to increased sales of $1.3 million at RMP, partially offset by decreased sales of $514,000 at our Canadian operation. The increase in sales at RMP is primarily related to increased sales of our friction management products and rail joints, as customer demand has increased for these products during the current period. The decrease in sales at our Canadian operation is primarily attributable to sales volume decreases of $714,000 across our primary product lines, partially offset by a favorable foreign currency translation of Canadian dollars to U.S. dollars of approximately $200,000.

     Gross Profit. Gross profit increased to $5.4 million for the three months ended June 30, 2004, an increase of $459,000 or 9.2%, from $5.0 million for the comparable period in the prior year. The gross profit increase is primarily due to increased gross profit of $322,000 at RMP, due primarily to the increased sales volume.

     Selling, General and Administrative Expenses. Selling, general and administrative expenses increased to $3.3 million for the three months ended June 30, 2004, an increase of $504,000 or 18.1%, from $2.8 million for the comparable period in the prior year. This increase is attributable to increased Corporate shared service expenses of $168,000 in the current period, primarily due to higher legal fees, professional fees and director and officer insurance costs as a result of becoming a public company. In addition, selling, general and administrative expenses at RMP increased by $133,000 in the current period, primarily due to employee additions, salary and benefit increases and higher sales commissions due to increased sales volumes. Lastly, favorable foreign currency translation of British pounds sterling and Canadian dollars into U.S. dollars increased these expenses by approximately $119,000 in the current period.

     Interest Expense. Interest expense decreased to $25,000 for the three months ended June 30, 2004, a decrease of $75,000 or 75.0%, from $100,000 for the comparable period in the prior year, primarily due to reduced debt levels. Net proceeds from our initial public offering of common stock in January 2004 were used to repay outstanding domestic indebtedness of approximately $7.3 million in January 2004. Total long-term debt decreased to $1.4 million at June 30, 2004, from $9.5 million at June 30, 2003.

     Provision for Income Taxes. Provision for income taxes decreased to $695,000 for the three months ended June 30, 2004, from $753,000 for the comparable period in the prior year. The effective tax rates on reported taxable income were 32.2% and 36.8% for the three months ended June 30, 2004 and 2003, respectively. Our consolidated tax rate for the three months ended June 30, 2004 was reduced due to research and development tax credits received by our Canadian operation and lower taxes on foreign source income.

     Net Income. Net income increased to $1.5 million for the three months ended June 30, 2004, an increase of $172,000 or 13.3%, from $1.3 million for the comparable period in the prior year for the reasons set forth above. Our basic and diluted net income per share decreased to $.17 for the three months ended June 30, 2004 on average basic and diluted shares of 8,602,169, from $.20 for the comparable period in the prior year on average basic and diluted shares of 6,525,002.

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Six Months Ended June 30, 2004 compared to Six Months Ended June 30, 2003

     Net Sales. Net sales increased to $33.7 million for the six months ended June 30, 2004, an increase of $1.9 million or 6.0%, from $31.8 million for the comparable period in the prior year. The increase in net sales is attributable to increased sales of $2.5 million at RMP and $1.1 million at our Canadian operation, partially offset by decreased sales of $972,000 at SSD and $774,000 at our United Kingdom operation. The increase in sales at RMP is primarily related to increases in sales of friction management products and services, as our larger customers continue to increase spending for these products and services. The increase in sales at our Canadian operation is attributable to sales volume increases of $510,000 due to increased customer demand for our products, along with a favorable foreign currency translation of Canadian dollars to U.S. dollars of approximately $578,000. The decreased sales at SSD is primarily due to lower demand for our heavy-duty load securement systems, along with a program to refurbish military flat cars as a result of the war in Iraq and our largest customer upgrading its fleet of flat cars that favorably impacted sales in the first four months of 2003. The decreased sales at our United Kingdom operation is attributable to a sales volume decrease of approximately $1.6 million, partially offset by a favorable foreign currency translation of approximately $785,000. The sales volume decrease is due to declines in both friction management products and services and material handling product sales. Material handling sales have been negatively impacted by customer demand for our Quodeck product line, while rail sales have been negatively impacted as a result of our largest customer, Network Rail, undergoing a significant reorganization.

     Gross Profit. Gross profit increased to $9.3 million for the six months ended June 30, 2004, an increase of $171,000 or 1.9%, from $9.1 million for the comparable period in the prior year. The increase in gross profit is primarily due to increased gross profit at RMP of $443,000, due primarily to increased sales volume, and favorable foreign currency translation of British pounds sterling and Canadian dollars into U.S. dollars of approximately $226,000 and $133,000, respectively, in the current period. These increases in gross profit were partially offset by decreases in gross profit of $489,000 at our United Kingdom operation and $209,000 at SSD, primarily due to decreased sales volumes.

     Selling, General and Administrative Expenses. Selling, general and administrative expenses increased to $6.1 million for the six months ended June 30, 2004, an increase of $712,000 or 13.2%, from $5.4 million for the comparable period in the prior year. This increase is due to unfavorable foreign currency translation of British pounds sterling and Canadian dollars into U.S. dollars of approximately $257,000 in the current period. In addition, Corporate shared service expenses have increased $222,000 in the current period, primarily due to higher legal and professional fees and director and officer insurance costs as a result of becoming a public company. RMP expenses have also increased $136,000 in the current period, primarily due to employee additions, salary and benefit increases and higher sales commissions due to increased sales volumes.

     Interest Expense. Interest expense decreased to $71,000 for the six months ended June 30, 2004, a decrease of $130,000 or 64.7%, from $201,000 for the comparable period in the prior year, primarily due to reduced debt levels. Net proceeds from our initial public offering of common stock in January 2004 were used to repay outstanding domestic indebtedness of approximately $7.3 million in January 2004. Total long-term debt decreased to $1.4 million at June 30, 2004, from $9.5 million at June 30, 2003.

     Provision for Income Taxes. Provision for income taxes decreased to $995,000 for the six months ended June 30, 2004, from $1.3 million for the comparable period in the prior year. The effective tax rates on reported taxable income were 31.9% and 37.6% for the six months ended June 30, 2004 and 2003, respectively. Our consolidated tax rate for the six months ended June 30, 2004 was reduced due to research and development tax credits received by our Canadian operation and lower taxes on foreign source income.

     Net Income. Net income increased to $2.1 million for the six months ended June 30, 2004, an increase of $11,000 over the comparable period in the prior year for the reasons set forth above. Our basic and diluted net income per share decreased to $.25 for the six months ended June 30, 2004 on average basic and diluted shares of 8,602,169, from $.32 for the comparable period in the prior year on average basic and diluted shares of 6,525,002.

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Business Segment Review

     Our operations are organized into four business segments consisting of the Railway Maintenance Products Division (“RMP”), the Shipping Systems Division (“SSD”), Portec, Rail Products Ltd. (“Canada”) and Portec Rail Products (UK) Ltd. (“United Kingdom”), along with a corporate functional shared service. The presentation of segment information reflects the manner in which we organize segments by geographic areas for making operating decisions, assessing performance and allocating resources. Intersegment sales do not have an impact on our consolidated financial condition or results of operations.

     Railway Maintenance Products Division – “RMP”. RMP manufactures and assembles track components and related products, friction management products, and provides services to railroads, transit systems and railroad contractors. We are also a distributor and reseller of purchased track components, lubricants and friction modifiers manufactured by third parties. Our manufactured and assembled track component and friction management products consist primarily of standard and insulated rail joints and friction management systems. Our purchased and distributed products consist primarily of various lubricants and friction modifiers.

     For the three months ended June 30, 2004, RMP’s external sales increased by $1.3 million or 17.3%, to $8.5 million from $7.2 million during the same period in 2003. The increase in external customer sales is primarily related to increases in sales of friction management products, in particular lubricants, and rail joints and related products, as customer demand has increased for these products during the current period. Operating income for the three months ended June 30, 2004 increased to $1.3 million from $1.1 million for the same period in 2003, an increase of $189,000 or 17.7%, primarily due to increased gross profit on the additional sales volume, partially offset by increased selling, general and administrative expenses resulting from employee additions, salary and benefit increases and higher sales commissions due to increased sales volumes.

     For the six months ended June 30, 2004, RMP’s external sales increased by $2.5 million or 18.4%, to $16.3 million from $13.8 million during the same period in 2003. The increase in external customer sales is related to increases in sales of friction management products and services and our track component products, as our larger customers continue to increase spending for these products and services. Operating income for the six months ended June 30, 2004 increased to $2.3 million from $2.0 million for the same period in 2003, an increase of $306,000 or 15.1%, primarily due to increased gross profit on the additional sales volume, partially offset by increased selling, general and administrative expenses resulting from employee additions, salary and benefit increases and higher sales commissions due to increased sales volumes.

16

     Shipping Systems Division – “SSD”. SSD engineers and sells load securement systems to the railroad freight car market. These systems are used to secure a wide variety of products and lading onto freight cars.

     For the three months ended June 30, 2004, SSD’s external sales of $1.2 million are almost identical with the prior period. Operating income for the three months ended June 30, 2004 increased to $198,000 from $165,000 during the same period in 2003, an increase of $33,000 or 20.0%. The increase in operating income is due to an increase in gross profit, resulting from increased sales of higher margin products and the introduction of a new product for flat cars, partially offset by increased selling, general and administrative expenses resulting from the hiring of a new product development engineer, along with increases in certain other selling and administrative expenses.

     For the six months ended June 30, 2004, SSD’s external sales decreased by $972,000 or 33.4%, to $1.9 million from $2.9 million during the same period in 2003. This decrease is primarily due to lower demand for our heavy-duty load securement systems during the first six months of 2004, along with a program to refurbish military flatcars as a result of the war in Iraq and our largest customer upgrading its fleet of flat cars that favorably impacted sales in the first four months of 2003. Operating income for the six months ended June 30, 2004 decreased to $217,000 from $445,000 during the same period in 2003, a decrease of $228,000 or 51.2%, primarily due to decreased gross profit on the lower sales volumes.

     Portec, Rail Products Ltd. – “Canada”. At our Canadian operation, we manufacture rail anchors and rail spikes and assemble friction management products primarily for the two largest Canadian railroads. Rail anchors and spikes are devices to secure rails to the ties to restrain the movement of the rail tracks.

17

     For the three months ended June 30, 2004, Canada’s external sales of $4.9 million decreased by $514,000 or 9.6%, from $5.4 million during the same period in 2003. The decrease in external sales is primarily attributable to sales volume decreases of $714,000 across our primary product lines, partially offset by a favorable foreign currency translation of Canadian dollars to U.S. dollars of approximately $200,000. In addition, sales at our Canadian operation during the second quarter of 2003 were favorably impacted by a labor stoppage at a primary steel supplier in late 2002, which caused an increase in shipments for second quarter of 2003, as we needed to rebuild inventory during the first quarter of 2003. Operating income for the three months ended June 30, 2004 decreased to $793,000 from $957,000 during the same period in 2003, a decrease of $164,000 or 17.1%, primarily due to decreased gross profit on lower sales volume.

     For the six months ended June 30, 2004, Canada’s external sales of $8.7 million increased by $1.1 million or 14.3%, from $7.6 million during the same period in 2003. The increase in external sales is attributable to sales volume increases of $510,000 due to increased demand for our products, along with a favorable foreign currency translation of Canadian dollars to U.S. dollars of approximately $578,000. Operating income for the six months ended June 30, 2004 increased to $1.2 million from $1.1 million during the same period in 2003, an increase of $85,000 or 7.5%. The increase in operating income is primarily due to the additional gross profit generated on the increased sales volume, partially offset by increased selling, general and administrative expenses, primarily due to increased employee fringe benefit costs.

     Portec Rail Products (UK) Ltd. – “United Kingdom”. In the United Kingdom, we operate and serve our customers in two markets. The United Kingdom’s rail business is primarily driven by sales of friction management products and services to the United Kingdom passenger rail network. The United Kingdom’s material handling business includes product lines such as overhead and floor conveyor systems, racking systems and mezzanine flooring systems. The end users of our material handling products are primarily United Kingdom-based companies in the manufacturing, distribution, garment and food industries.

     For the three months ended June 30, 2004, United Kingdom’s external sales of $4.0 million increased by $68,000 or 1.7%, from $3.9 million during the same period in 2003. The increase in external sales is attributable to a favorable foreign currency translation of approximately $437,000, offset by sales volume decreases of approximately $369,000, primarily on our material handling product line, as there has been a reduced customer demand for our Quodeck product line during the second quarter of 2004. Operating income for the three months ended June 30, 2004 increased to $346,000 from $279,000 during the same period in 2003, an increase of $67,000 or 24.0%. The increase in operating income is primarily due to a favorable foreign currency translation of approximately $38,000 and an improvement in gross profit resulting from employee cost reductions initiated in the first quarter of 2004, partially offset by increased legal and professional fees.

18

     For the six months ended June 30, 2004, United Kingdom’s external sales of $6.7 million decreased by $774,000 or 10.3%, from $7.5 million during the same period in 2003. This decrease in external sales is attributable to a sales volume decrease of approximately $1.6 million, partially offset by a favorable foreign currency translation of approximately $785,000. The sales volume decrease is due to decreased demand for both our friction management products and services and material handling products. Material handling sales have been negatively impacted by a reduced customer demand for our Quodeck product line, while rail sales have been negatively impacted as a result of our largest customer, Network Rail, undergoing a significant reorganization. Operating income for the six months ended June 30, 2004 decreased to $165,000 from $642,000 during the same period in 2003, a decrease of $477,000 or 74.3%. This decrease is primarily due to decreased gross profit on lower sales volumes of our rail and Quodeck product lines.

Liquidity and Capital Resources

     Our cash flow from operations is the primary source of financing for internal growth, capital expenditures, repayments of long-term contractual obligations, dividends to our shareholders, and other commercial commitments. The most significant risk associated with our ability to generate sufficient cash flow from operations is the overall level of demand for our products. In addition, we have cash invested in short-term government money market funds of approximately $9.4 million at June 30, 2004 primarily as a result of our initial public offering and subsequent underwritten over-allotment exercise. We may use this cash for acquisitions, product line expansions, and other general corporate purposes. We believe we can manage our working capital and control costs to meet our cash flow needs for the next twelve months to meet our growth objectives. In addition to cash generated from operations, we have revolving and overdraft credit facilities in place to support the working capital needs of each of our business segments. We believe that cash flow from operations and the ability to borrow additional cash under our credit and overdraft facilities along with the proceeds from our initial public offering will be sufficient to meet our cash flow requirements over the next twelve months.

     Cash Flow Analysis. During the six months ended June 30, 2004, we generated $597,000 in cash flow from operations compared to $601,000 during the same 2003 period. Although the overall cash generated during these periods is comparable, timing differences resulted in fluctuations in accounts receivable balances, inventory levels and accounts payable balances. Accounts receivable balances increased due to higher sales volumes at RMP, SSD, Canada and the UK during the second quarter of 2004. For the six months ended June 30, 2003, inventory levels and accounts payable balances increased as the result of a labor stoppage at our primary steel supplier that significantly reduced our inventory levels at our Canadian operation in late 2002.

     Net cash used in investing activities was $296,000 for the six months ended June 30, 2004, compared to $389,000 during the same period in 2003. In July 2004, we exercised our purchase option on the lease for our spike product line manufacturing equipment at our Canadian operation in the amount of $500,000 Canadian dollar (approximately $373,000). We estimate 2004 total capital expenditures to approximate $750,000 to $1,000,000, which will be used to upgrade our machinery and equipment, support new strategic initiatives or develop new products. The majority of our capital spending is discretionary. We believe that the overall level of capital spending for our business segments is sufficient to remain competitive.

     Net cash provided by financing activities was $9.2 million for the six months ended June 30, 2004, compared to $323,000 of cash used in financing activities during the same period in 2003. The increase in cash provided by financing activities during 2004 is primarily due to the net proceeds received from our initial public offering of common stock in January 2004, and subsequent exercising of an over-allotment option by the underwriter, which provided approximately $18.0 million in net proceeds. These net proceeds were used to repay short and long-term debt obligations of approximately $7.3 million during January 2004. Also, cash dividends of $862,000 were paid during the first six months of 2004.

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Financial Condition

     At June 30, 2004, total assets were $52.2 million, an increase of $11.8 million or 29.2%, from December 31, 2003. The increase at June 30, 2004 is primarily due to an increase of $9.5 million in cash, primarily due to the issuance of common stock as a result of our initial public offering. Additionally, an increase of $3.2 million in accounts receivable at June 30, 2004 is primarily due to an increase in sales volume at RMP, SSD, Canada and the UK for the three months ended June 30, 2004. At June 30, 2004, net working capital (defined as current assets minus current liabilities) was $25.4 million, an increase of $19.2 million or 310%, from $6.2 million at December 31, 2003. The increase in working capital at June 30, 2004 is primarily due to the cash proceeds from the initial public offering and the repayment of certain indebtedness during the first quarter of 2004, along with the increase in accounts receivable.

     The products we manufacture and sell, such as our joint bars, rail anchors and rail spikes, require steel as a major element in the production process. During the first half of 2004, worldwide steel scrap prices have increased resulting in surcharges being added to our overall raw material costs. As a result, these steel surcharges increased our raw material costs and we are continuing to work with our customers on the overall absorption of these higher raw material costs. We believe that the impact of the higher material costs have not had a material impact on our financial results for the first six months of 2004, as we have been successful in passing the steel surcharges on to most of our customers. However, if a prolonged increase in steel prices should continue, our future earnings may be negatively impacted.

     In addition, our largest rail customer in the United Kingdom, Network Rail, has undertaken a significant restructuring program. According to published reports, Network Rail plans to take direct control over all of its track maintenance work, which was previously handled by third party maintenance contractors. As a result of this restructuring program, we have experienced lower demand for our rail products during the end of 2003 and first quarter of 2004 at our United Kingdom operation. Demand for our rail products began to improve during the second quarter of 2004 and we believe that the demand for our products by Network Rail will continue to improve as their restructuring program nears completion; however, if demand for our products does not continue to improve, our future earnings could be negatively impacted.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We are exposed to interest rate risk on our contractual long-term debt obligations and our working capital facilities are under floating interest rate arrangements. We have determined that these risks are not significant enough to warrant hedging programs. A significant portion of our floating interest rate long-term debt obligations were repaid in January 2004, in conjunction with our initial public offering.

     In addition, we are exposed to foreign currency translation fluctuations with our two international operations. We do not have any foreign exchange derivative contracts to hedge against foreign currency exposures. Therefore, we are exposed to the related effects when foreign currency exchange rates fluctuate. If the U.S. dollar strengthens against the Canadian dollar and/or the British pound sterling, the translation rate for these foreign currencies will decrease, which will have a negative impact on our operating income. For example, for the three and six months ended June 30, 2004, for every 1/100 change in the exchange rate of the Canadian dollar to the U.S. dollar, our Canadian operation’s operating income would have changed by approximately $10,700 and $16,300, respectively. Further, for every 1/100 change in the exchange rate of the British pound sterling to the U.S. dollar, the impact on operating income for our United Kingdom operation for the three and six months ended June 30, 2004 would have been approximately $1,900 and $900, respectively. Foreign currency translation fluctuations have no impact on cash flows as long as we continue to reinvest any profits back into the respective foreign operations.

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ITEM 4. CONTROLS AND PROCEDURES

     Under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report on Form 10-Q (the “Evaluation Date”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. There has been no change in the Company’s internal control over financial reporting during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     On January 15, 2004, the Company’s registration statement on Form S-1 (Registration No. 333-110288) was declared effective. Pursuant to the registration statement, as amended, the Company registered 2,300,000 shares of common stock, par value $1.00 per share, with a proposed maximum aggregate offering price of $29,900,000. The stock was first offered to the public pursuant to a preliminary prospectus dated January 6, 2004. On January 28, 2004, the Company completed the sale of 2,000,000 shares of common stock at a price to the public of $10.00 per share. Ferris, Baker Watts, Incorporated, of Baltimore, Maryland, acted as sole underwriter for the offering. On February 26, 2004, the Company completed the sale of an additional 95,000 shares of its common stock at a price to the public of $10.00 per share upon the exercise by Ferris, Baker Watts, Incorporated of its over-allotment option to purchase additional shares. The stock offering, including the exercise of the over-allotment option, resulted in gross proceeds of $20,950,000. Expenses related to the offering were as follows: $1,467,000 for underwriting discounts and commissions, $367,000 for expenses paid to or for the underwriter (including a $105,000 financial advisory fee), and $1,144,000 for other expenses. Total expenses were $2,978,000. No finders fees were paid in connection with the offering. None of the expenses were direct or indirect payment to directors, officers, general partners of the Company or their associates, to persons owning 10% or more of the Company’s common stock or to affiliates of the Company. Net proceeds of the offering were approximately $17,972,000.

     As of June 30, 2004, the net proceeds of the offering were used as follows: $7,313,000 was used to repay indebtedness; $1,220,000 was used for working capital; and $9,439,000 was used for temporary investments, consisting of short-term government money market funds. The repayment of debt included a payment of $73,000 to pay off our outstanding loan balance to Boone County Bank, Inc. Marshall T. Reynolds, our chairman of the board, may be deemed an associate of Boone County Bank, Inc.

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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The annual meeting of shareholders was held on May 26, 2004. Proxy material had been circulated on May 3, 2004, proposing the election of eleven (11) directors to the Board of Directors for a one year term and the ratification of the appointment of BKD, LLP as independent auditors for the Company for the year ending December 31, 2004. Of the 7,975,602 shares present by proxy, the following is the number of shares voted for, against or withheld and abstained.

1.

With respect to the election of eleven (11) directors whose terms expire in 2005:

__________________

2.

With respect to the ratification of the appointment of BKD, LLP as the Company’s independent auditors for the year ending December 31, 2004:

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)

Exhibits filed as part of this Form 10-Q:

	31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

	(b)		The following reports on Form 8-K were filed during the quarter for which this report is filed:
			Form 8-K dated May 7, 2004, filed May 10, 2004 regarding Portec Rail Products, Inc.’s press release titled “Portec Rail Products, Inc. Reports 2004 First Quarter Operating Results (unaudited).”
			Form 8-K dated May 27, 2004, filed May 28, 2004 regarding Portec Rail Products, Inc.’s press release titled “Portec Rail Products, Inc. Announces Second Quarter 2004 Dividend.”
			Form 8-K dated June 24, 2004, filed June 28, 2004 regarding Portec Rail Products, Inc.’s press release titled “Portec Rail Products, Inc. Announces Director’s Death.”

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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 thereunto duly authorized.

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EXHIBIT INDEX

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