IPO Company Profile
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Railworks Corporation
One North Lexington Avenue, White Plains, NY 10601 * (410) 467-9504

RailWorks was formed in March 1998 to become a leading nationwide provider of rail system services, including construction and rehabilitation, repair and maintenance, and related products.

Primary Underwriting Group
ManagerTierPhone
BT Alex BrownLead Manager (410) 727-1700
Schroder Wertheim & Company, IncorporatedCo-manager (212) 492-6900

Offering Information
NASNTL:RWKS Transportation: SIC 4789
Type of Shares:Common Shares Filing Date:5/22/98
U.S. Shares:5,000,000 Offer Date:7/29/98
Non-U.S. Shares:0 Filing Range:$12.00 - $13.00
Primary Shares:5,000,000 Offer Price:$12.00
Secondary Shares:0 Gross Spread:$0.84
Offering Amount: $62,500,000 Selling:$0.48
Expenses:$2,000,000 Reallowance:$0.10
Post-IPO Shares: -
Employees:1748

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: King & Spalding
Bank's Law Firm: Shearman & Sterling
Registrar/Transfer Agent: First Union National Bank North Carolina
Auditor: Arthur Andersen

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
3 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Audited
Income
Balance
Sheet
12/31/97 3/31/98 3/31/97 3/31/98
Revenue:$253.09$60.61$51.40Assets:$215.59
Net Income:$5.91$0.83$0.72Curr Assets:
EPS:$0.31$0.04$0.04Liabilities:$151.01
Prior EPS:Curr Liab:
Cash Flow/Oper:Equity:$64.58
Cash Flow/Fin:Cash:
Cash Flow/Inv:Working Cap:$36.19

Competition
The rail system services and products industry is highly competitive. The Company competes with other companies that provide rail system construction and rehabilitation, repair and maintenance, electrical signaling, communication and installation services and related products, some of which have significantly greater resources than the Company. An inability of the Company to compete successfully against its existing and future competitors would have a material adverse effect on its business, financial condition and results of operations. While the Company believes that it competes effectively within its industry, there are no substantial barriers to entry and additional competitors with greater resources than the Company may enter the industry and compete effectively against the Company. The Company also provides electrical contracting services to non-rail industrial and commercial customers. This industry is highly competitive and is served by small, owner-operated private companies, public companies and several large regional companies. Additionally, the Company could face competition in the future from other competitors entering this market.

Business Plan
The Company's goal is to become the leading provider of integrated rail system solutions, offering a full range of rail-related services and products to a diverse base of customers throughout the United States. Key elements of the Company's strategy include the following: (I) Provide Integrated Solutions for Rail Systems, (ii) Capitalize on Scale and Geographic Coverage, (iii) Reduce Operating Costs and (iv) Expand Through Acquisitions.

Use of Proceeds
The proceeds from the proposed offering will be used to pay the cash portion of the purchase price for the Founding Companies, to repay outstanding indebtedness of certain of the Founding Companies and for general corporate purposes, including working capital and possible acquisitions.

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