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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(AMENDMENT NO. 1)
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended August 31, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
For the transition period from______________________to_____________________
COMMISSION FILE NUMBER 1-132963
WESTOWER CORPORATION
(Name of small business issuer as specified in its charter)
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<S> <C> <C>
WASHINGTON 1623 91-1825860
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
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Westower Corporation
2001 6th Avenue, Suite 3302
Seattle, Washington 98121
(206) 441-0334
(Address and telephone number of principal executive offices and principal place
of business)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 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 / /
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
7,047,000 as of September 30, 1998
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INDEX
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PART I - FINANCIAL INFORMATION
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ITEM 1 - Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets
at August 31, 1998 (unaudited) and February 28, 1998 3
Unaudited Condensed Consolidated Statements of Income
for the three and six months ended August 31, 1998 and 1997 4
Unaudited Condensed Consolidated Statements of Cash Flows
for the six months ended August 31, 1998 and 1997 5
Notes to the Unaudited Condensed Consolidated Financial Statements 6
ITEM 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II - OTHER INFORMATION N/A
SIGNATURES
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PART I - FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Financial Statements
Restatement of Financial Statements and Changes to Certain Information
The Company, when releasing its results for the Transition Period ended
September 30, 1998, previously announced that it would restate its results
of operations for the three and six months period ended August 31, 1998.
Accordingly, this Quarterly Report on Form 10-QSB/A is being filed as
Amendment No. 1 to the Company's Quarterly Report on Form 10-QSB filed
with the Securities and Exchange Commission on October 15, 1998 for the
purpose of restating financial information and related disclosures for the
three and six months ended August 31, 1998. See Note 1 to the Unaudited
Condensed Consolidated Financial Statements.
Westower Corporation and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
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ASSETS
August 31, February 28,
1998 1998
----------- ------------
(Restated)
(Unaudited)
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CURRENT ASSETS
Cash and cash equivalents $13,236 $ 7,206
Accounts receivable, net 9,992 7,112
Costs and estimated earnings in excess of
billings on uncompleted contracts 3,640 2,143
Inventory 1,723 1,140
Other current assets 2,216 956
------- -------
Total current assets 30,807 18,557
PROPERTY AND EQUIPMENT, net 5,502 4,321
INTANGIBLE ASSETS, net 14,663 2,088
OTHER ASSETS 2,727 91
------- -------
TOTAL ASSETS $53,699 $25,057
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Trade accounts payable $ 4,926 $ 4,445
Billings in excess of costs and estimated
earnings on uncompleted contracts 1,522 1,745
Other current liabilities 3,630 3,120
Income taxes payable 1,636 1,652
Deferred income taxes 195 534
Current portion of long-term debt
and capital lease obligations 450 502
------- -------
Total current liabilities 12,359 11,998
LONG-TERM DEBT AND CAPITAL LEASE
OBLIGATIONS, excluding current portion 14,706 292
OTHER LIABILITIES 624 48
------- -------
Total liabilities 27,689 12,338
STOCKHOLDERS' EQUITY
Common stock ($.01 par value, 10,000,000 shares
authorized, 7,043,000 and 6,117,000 shares
issued and outstanding at August 31, 1998
and February 28, 1998, respectively) 70 61
Additional paid-in-capital 21,824 8,672
Accumulated other comprehensive
income (loss) (468) (67)
Retained earnings 4,584 4,053
------- -------
Total stockholders' equity 26,010 12,719
------- -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $53,699 $25,057
======= =======
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See accompanying notes to these financial statements
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Westower Corporation and Subsidiaries
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
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Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
August 31, 1998 August 31, 1997 August 31, 1998 August 31, 1997
--------------- ---------------- --------------- ---------------
(Restated) (Restated) (Restated) (Restated)
<S> <C> <C> <C> <C>
CONTRACT AND OTHER
REVENUES EARNED $10,950 $7,389 $23,384 $17,402
COSTS OF REVENUES EARNED 8,406 5,673 17,604 13,047
--------------- ---------------- --------------- ---------------
Gross profit 2,544 1,716 5,780 4,355
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 2,546 907 4,197 2,416
--------------- ---------------- --------------- ---------------
OPERATING INCOME (LOSS) (2) 809 1,583 1,939
OTHER INCOME (EXPENSE)
Other income 94 1 94 1
Interest income 169 3 244 3
Interest and financing expense (427) (40) (448) (72)
--------------- ---------------- --------------- ---------------
Total other income (expense) (164) (36) (110) (68)
--------------- ---------------- --------------- ---------------
INCOME (LOSS) BEFORE PROVISION
FOR INCOME TAXES (166) 773 1,473 1,871
PROVISION (BENEFIT)
FOR INCOME TAXES (37) 278 324 672
--------------- ---------------- --------------- ---------------
NET INCOME (LOSS) $ (129) $ 495 $ 1,149 $ 1,199
=============== ================ =============== ===============
EARNINGS (LOSS) PER SHARE:
BASIC EARNINGS (LOSS) $ (0.02) $ 0.10 $ 0.18 $ 0.25
=============== ================ =============== ===============
DILUTED EARNINGS (LOSS) $ (0.02) $ 0.10 $ 0.15 $ 0.25
=============== ================ =============== ===============
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See accompanying notes to these financial statements
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Westower Corporation and Subsidiaries
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For Six Months ended August 31, 1998 and 1997
(In thousands)
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1998 1997
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(Restated) (Restated)
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CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,149 $ 1,199
Adjustments to reconcile net income to
net cash from operating activities
Depreciation and amortization 395 166
Non-cash interest and financing expense 236
Earnings from equity investment (20)
Minority interest (40)
Stock compensation expense 30
Changes in operating assets and liabilities,
net of effect of acquisitions
Accounts receivable 320 (633)
Costs and estimated earnings in excess of billings
on uncompleted contracts (233) (673)
Inventory and other current assets (992) (888)
Other assets 135 (473)
Trade accounts payable (3,979) (1,652)
Billings in excess of costs and estimated earnings
on uncompleted contracts (876) (3,170)
Other current liabilities (17) (277)
Other liabilities 688
Current and deferred income taxes (221) (155)
--------- ----------
Net cash used in operating activities (3,385) (6,596)
--------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for acquisitions, net of cash acquired (4,968)
Purchases of property and equipment (521) (389)
--------- ----------
Net cash flows used in investing activities (5,489) (389)
--------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from stock warrant exercises, net 4,996
Advances from related parties 819
Repayments to related parties (871)
Borrowings (repayments) on line of credit, net (566) 555
Redemption of preferred stock (300)
Additions to financing costs (2,368)
Distributions to stockholders (1,056)
Repayments of long-term debt (386) (220)
Proceeds from debt incurred 15,256
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Net cash flow provided by financing activities 15,005 854
--------- ----------
EFFECT OF EXCHANGE RATES (101) (27)
--------- ----------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS 6,030 (6,158)
CASH AND CASH EQUIVALENTS,
beginning of period 7,206 7,131
--------- ----------
CASH AND CASH EQUIVALENTS,
end of period $ 13,236 $ 973
========= ==========
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See accompanying notes to these financial statements
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Westower Corporation and Subsidiaries
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands)
Note 1 - Basis of Presentation
Westower Corporation (the "Company") designs, builds and maintains wireless
communications transmitting and receiving facilities for providers of wireless
communications services. The Company also owns and leases communications towers.
The Company operates in the U.S. and Canada.
The accompanying unaudited condensed consolidated financial statements and notes
thereto at August 31, 1998 and February 28, 1998 (audited), and for the three
and six months ended August 31, 1998 and 1997, reflect the October 28, 1997
merger with Western Telecom Construction Ltd., an Alberta corporation, the May
29, 1998 merger with MJA Communications Corp., a Florida corporation, and the
August 31, 1998 merger with Standby Services, Inc., a Texas corporation. All
companies design, fabricate and construct wireless transmitting and receiving
facilities and shelters for communications providers. The Company issued 835,000
shares of its common stock for all the common shares of Western Telecom
Construction Ltd., 397,000 shares of its common stock for all of the common
shares of MJA Communications Corp., and 544,000 shares of its common stock for
all of the common shares of Standby Services, Inc. All of these mergers were
accounted for as or similar to a pooling-of-interests.
The accompanying unaudited condensed consolidated financial statements have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission (the "SEC"). Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been omitted pursuant to such SEC rules and
regulations. In the opinion of management of the Company, the foregoing
statements contain all adjustments necessary to present fairly the financial
position of the Company as of August 31, 1998, and its results of operations for
the three and six-months ended August 31, 1998 and 1997. The Company's balance
sheet as of February 28, 1998 included herein has been derived from the
Company's audited financial statements as of the date included in the Company's
Annual Report on Form 10-KSB. The accompanying financial statements should be
read in conjunction with the financial statements and the notes thereto filed as
part of the Company's Annual Report on Form 10-KSB.
On October 27, 1998, the Company changed its fiscal year end from February 28 to
September 30, resulting in a seven month Transition Period ended September 30,
1998 (the "Transition Period"). Accordingly, the results of operations for the
three and six months ended August 31, 1998 and 1997 and cash flows for the six
months ended August 31, 1998 and 1997 included in this 10-QSB/A have been
included in the financial statements of the Company for the Transition Period
ended September 30, 1998. These unaudited condensed consolidated financial
statements should also be read in conjunction with the consolidated financial
statements for the Transition Period ended September 30, 1998 and the notes
thereto included in the Company's Form 10-KSB, for the seven months ended
September 30, 1998.
During the preparation of the financial statements for the Transition Period,
the Company adjusted the acquisition date initially used in its accounting for
certain business acquisitions consummated during the three months ended August
31, 1998 and its accounting for the issuance of the convertible senior
subordinated note in June 1998 so as to properly reflect the value of the
beneficial conversion feature and detachable warrant. Additionally, during
preparation of the financial statements for the Transition Period, the Company
identified and corrected certain errors in the consolidation procedures used to
prepare the financial statements for the three and six months ended August 31,
1998 and 1997. As a result, the previously issued unaudited condensed
consolidated financial statements as of August 31, 1998 and for the three and
six months ended August 31, 1998 and 1997 have been restated.
The effect of this restatement on previously reported condensed consolidated
financial statements as of August 31, 1998 and for the three and six months
ended August 31, 1998 and 1997 is as follows (in thousands except per share
amounts, unaudited).
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Westower Corporation and Subsidiaries
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands)
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August 31, 1998 August 31, 1998
--------------- ---------------
(As Reported) (Restated)
<S> <C> <C>
Balance Sheet Information:
Current assets $34,951 $30,807
Intangible assets 12,179 14,663
Other assets 4,624 2,727
Current liabilities 15,543 12,359
Long-term debt, net of current portion 17,383 14,706
Stockholders' equity 24,551 26,010
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Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
August 31, 1998 August 31, 1998 August 31, 1998 August 31, 1998
---------------- ------------------------- ---------------- ----------------
(As Reported) (Restated) (As Reported) (Restated)
<S> <C> <C> <C> <C>
Statement of Income:
Contract and other revenues earned $27,505 $10,950 $38,671 $23,384
Costs of revenues 20,937 8,406 29,536 17,604
Gross profit 6,568 2,544 9,135 5,780
Selling, general and administrative expenses 4,154 2,546 5,511 4,197
Operating income 2,414 (2) 3,624 1,583
Other income (expense) (77) (164) (19) (110)
Net income (loss) 1,519 (129) 2,343 1,149
Net income (loss) per share
Basic 0.23 (.02) 0.38 0.15
Diluted 0.20 (.02) 0.33 0.13
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Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
August 31, 1997 August 31, 1997 August 31, 1997 August 31, 1997
--------------- ------------------ --------------- ---------------
(As Reported) (Restated) (As Reported) (Restated)
<S> <C> <C> <C> <C>
Statement of Income:
Contract and other revenues earned $10,285 $ 7,389 $18,714 $17,402
Costs of revenues 7,570 5,673 13,558 13,047
Gross profit 2,715 1,716 5,156 4,355
Selling, general and administrative expenses 1,132 907 2,310 2,416
Operating income 1,583 809 2,846 1,939
Other income (expense) (13) (36) (26) (68)
Net income (loss) 973 495 1,748 1,199
Net income (loss) per share
Basic 0.20 0.10 0.36 0.25
Diluted 0.20 0.10 0.36 0.25
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Note 2 - Earnings Per Share
The numerators and denominators of basic and fully diluted earnings per share
are as follows:
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Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
August 31, August 31, August 31, August 31,
1998 1997 1998 1997
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Numerator - Net income as restated $ (129) $ 495 $ 1,149 $ 1,199
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Denominator - Weighted average number of
shares outstanding:
Basic weighted average
number of shares 6,705 4,776 6,454 4,776
Effect of dilutive stock
options and warrants 1,163
------- ------- ------- -------
Diluted weighted average
number of shares 6,705 4,776 7,617 4,776
======= ======= ======= =======
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Westower Corporation and Subsidiaries
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands)
For the six months ended August 31, 1998 shares associated with convertible debt
were excluded from the computation of diluted earnings per share because
inclusion would have had an anti-dilutive effect on earnings per share. All
other potential common shares have been included in the diluted earnings per
share calculation for the six months ended August 31, 1998. For the three months
ended August 31, 1998, all dilutive shares were excluded in the computation of
diluted loss per share as the inclusion would have had an anti-dilutive effect.
There were no potential dilutive securities for the three or six months ended
August 31, 1997.
Note 3 - Inventory
Inventory is stated at the lower of cost and estimated net realizable value
using the first-in, first-out method. Inventory consists of materials purchased
for future construction not associated with specific jobs.
Note 4 - Common Stock
On October 15, 1997, the Company issued 1,200 shares of common stock and 1,380
warrants to purchase common stock in a public offering. The Company received
proceeds, net of costs, of approximately $7,524. During the six months ended
August 31, 1998, the Company received proceeds of approximately $4,996 on the
exercise of approximately 555 warrants.
Note 5 - Business Acquisition
On August 31, 1998 the Company completed the acquisition of CORD Communications
Incorporated ("CORD") whereby the Company acquired all of the shares of CORD in
exchange for $5,000 in cash and approximately 218 shares of Westower common
stock valued at approximately $5,200, based on the publicly traded price. The
acquisition was structured as a merger and was accounted for as a purchase,
resulting in approximately $10,200 of goodwill. The results of operations of
CORD will be included in the Company's consolidated financial statements from
the acquisition date. The following summarizes the unaudited pro forma results
of operations, on a combined basis, as if the acquisition had been consummated
as of the beginning of each of the periods presented, after including the impact
of certain adjustments such as amortization of intangible assets and income tax
effects:
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Six Months Six Months
Ended Ended
August 31, August 31,
1998 1997
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<S> <C> <C>
Contract and other revenues earned $28,789 $25,421
Pro forma net income (loss) $ (248) $ 1,572
Pro forma basic earnings (loss) per share $ (.04) $ 0.33
Pro forma diluted earnings (loss) per share $ (.04) $ 0.33
</TABLE>
The unaudited pro forma results are not necessarily indicative of the results of
operations which would actually have been reported had the acquisitions been
completed prior to the beginning of the periods presented. In addition, they are
not intended to be indicative of future results.
The Company completed other insignificant business acquisitions during the six
months ended August 31, 1998 which have been excluded from the pro forma
presentation as the respective purchase prices, and results of operations of the
acquired businesses, was insignificant both individually and in the aggregate.
Note 6 - Convertible Debt
In June 1998, the company issued, in a private placement, $15 million of 7%
convertible senior subordinated debt (the "Convertible Debt") and a warrant to
purchase 40,000 shares of common stock.Net proceeds of $14.9 million were
received in May 1998. The Convertible Debt was immediately convertible at a
ratio of $25.03 per share of common stock and the warrant provides for purchase
of shares at $23.00 per share of common stock at the holder's option. The
purchase agreement provides for an adjustment of the conversion amount for the
subordinated debt and warrant exercise price for any stock dividends, splits and
other changes as defined in the respective agreements, so as to preserve the
Convertible Debt holder's relative rights. The conversion ratio and warrant
exercise price per common share were less than the fair value of the Company's
common stock at the date of issuance. The value of the conversion features was
approximately $124 and was immediately charged to interest expense and
increased additional paid-in capital. The value ascribed to the warrant of
approximately $723 was reflected as both a debt discount and an increase in
additional paid-in capital. The debt discount is accounted for as a component of
interest expense using the effective interest rate method.
The Convertible Debt requires quarterly interest payments through April 30,
2005, when the Company will be required to make principal payments of $3 million
each April 30 and October 31 thereafter through the final maturity date, April
30, 2007. The Company may begin making optional prepayments of the Convertible
Debt beginning May 30, 2000 subject to a certain minimum trading price of the
Company's common stock commencing on or after April 30, 2000.
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ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
FORWARD-LOOKING STATEMENTS
Statements contained herein that are not historical facts are forward-looking
statements ("forward-looking statements") within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, which are intended to be covered by the safe
harbors created by those sections. Such forward-looking statements are
necessarily estimates reflecting the best judgment of the Company's management
based upon current information and involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Company, or industry results, to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. Such risks, uncertainties and other factors
include, but are not limited to, those set forth in the Company's Annual Report
on Form 10-KSB for the transition period ended September 30, 1998 and appearing
from time to time in filings made by the Company with the Securities and
Exchange Commission. These risks, uncertainties and other factors should not be
construed as exhaustive and the Company does not undertake, and specifically
disclaims any obligation, to update any forward-looking statements to reflect
occurrences or unanticipated events or circumstances after the date of such
statements.
RESTATEMENT OF FINANCIAL STATEMENTS AND CHANGES TO CERTAIN INFORMATION
On October 27, 1998, the Company changed its fiscal year end from February 28 to
September 30, resulting in a seven month Transition Period ended September 30,
1998 (the "Transition Period"). During the preparation of the financial
statements for the Transition Period, the Company adjusted the acquisition date
initially used in its accounting for certain business acquisitions consummated
during the three months ended August 31, 1998 and its accounting for the
issuance of the convertible senior subordinated note in June 1998 so as to
properly reflect the value of the beneficial conversion feature and the
detachable warrant. Additionally, during preparation of the financial statements
for the Transition Period, the Company identified and corrected certain errors
in the consolidation procedures used to prepare the financial statements as of
August 31, 1998 and 1997 and for the three and six months ended August 31, 1998
and 1997. Accordingly, this Quarterly Report on Form 10-QSB/A is being filed as
Amendment No. 1 to the Company's Quarterly Report on Form 10-QSB filed with the
Securities and Exchange Commission on October 15, 1998 for the purpose of
restating financial information and related disclosures, as of August 31, 1998
and 1997 and for the three and six months ended August 31, 1998 and 1997.
GENERAL AND COMPANY STRATEGY
Historically, Westower Corporation and its subsidiaries (the "Company")
principally has been engaged in building towers for wireless carriers, who have
traditionally owned and operated their own transmission tower assets. While the
Company continues to provide infrastructure building and implementation services
to wireless carriers, the Company's focus has been directed increasingly toward
developing sources of recurring revenues, specifically building towers for its
own account (build-to-suit), acquiring towers from carriers and other owners,
maximizing revenues from existing towers, and entering into long-term
maintenance contracts with other tower owners. The Company's focus on sources of
recurring revenues is intended, in part, to capitalize on recent trends by
several carriers who have begun to evaluate opportunities to outsource the
ownership and operation of their wireless infrastructure either by selling their
existing tower sites to independent third party tower owners and operators, who
would then lease tower space back to the carriers, and/or entering into build-
to-suit arrangements, whereby an independent third party builds, owns and leases
towers to the wireless carriers, often with multiple tenants on any given tower.
The Company believes that its historical competency of tower design and
construction makes the Company one of the leading candidates for carrier
outsourcing.
RESULTS OF OPERATIONS
THREE MONTHS ENDED AUGUST 31, 1998 COMPARED TO AUGUST 31, 1997
Results for the three month periods ended August 31, 1998 and 1997, include the
results for Western Telecom Construction Ltd., MJA Communications Corp., and
Standby Services, Inc., mergers accounted for using the pooling-of-interests
method.
Revenues for the second quarter increased $3,561 or 48% compared to the second
quarter in the previous year. The increase is attributable to strong demand for
the Company's services in some geographic areas offset by weaker demand in other
areas.
Gross profit for the quarter ended August 31, 1998 increased $828 or 48% from
the comparable quarter. The increase is attributable to the 48% increase in
sales.
Selling, general and administrative expenses for the quarter ended August 31,
1998 were approximately 181% higher than in the comparable quarter. As a
percentage of sales, these expenses were 12 % in 1997 and 23% in
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1998. The increase reflects increased staffing to manage growth and to enable
the Company to own communications towers and lease space on these towers to
third parties, and substantially higher depreciation and amortization expense.
Operating income decreased $811 or 100% in the quarter ended August 31,1998
compared to the quarter ended August 31, 1997. The decrease is attributable to
the increase in revenues offset by the increase in selling, general and
administrative expenses.
Net income decreased 121% in the quarter ended August 31, 1998, to a loss of
$106 from the comparable period. The decrease is attributable to increased
selling, general and administrative expenses, and substantially higher interest
and financing costs.
During the three months ended August 31, 1998, the Company owned twenty-two (22)
communications towers that are leased to a telephone company. Revenue and
expenses associated with this activity have been included in contract and other
revenues and costs.
SIX MONTHS ENDED AUGUST 31, 1998 COMPARED TO AUGUST 31, 1998
Results for the six month periods ended August 31, 1998 and 1997, include the
results for Western Telecom Construction Ltd., MJA Communications Corp., and
Standby Services, Inc., mergers accounted for using the pooling-of-interests
method.
Revenues for the first six months increased $5,982 or 34% compared to the
six months in the previous year. The increase is attributable to strong demand
for the Company's services in some geographic areas offset by weaker demand in
other areas. Acquisitions accounted for by the purchase method, completed in
late fiscal 1998, contributed to approximately 37% of the increase.
Gross profit for the six months ended August 31, 1998 increased $1,425 or
33% from the comparable six months. The increase is attributable to the 34%
increase in sales partially offset by a decline in gross profit margins from 25%
in 1997 to 24% in 1998. The decline in gross profit margin is attributable to
increased price competition in certain areas.
Selling, general and administrative expenses for the six months ended August 31,
1998 were approximately 74% higher than in the comparable six months. As a
percentage of sales, these expenses were 14% in 1997 and 18% in 1998. The
increase reflects increased staffing to manage growth and to enable the Company
to own communications towers and lease space on these towers to third parties,
and substantially higher depreciation and amortization expense.
Operating income decreased $356 or 18% in the six months ended August 31, 1998
compared to the six months ended August 31, 1997. The decrease is attributable
to the decrease in gross profit margins and the increase in selling general and
administrative expenses.
Net income decreased 20% in the six months ended August 31, 1998, to $957 from
the comparable period. The decrease is attributable to the increase in sales,
offset by increased selling, general and administrative expenses, a reduced
gross profit margin, and substantially higher interest and financing costs.
During the six months ended August 31, 1998, the Company owned twenty-two (22)
communications towers that are leased to a telephone company. Revenue and
expenses associated with this activity have been included in contract revenues
and costs.
YEAR 2000 COMPLIANCE
The Company is aware of the issues associated with the Year 2000 as it relates
to information systems. In September 1998, independent consultants completed a
review of the Company's software and hardware. Pursuant to recommendations made
by the consultants, the Company replaced a few personal computers. The Company's
total
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expenditure to date for the Year 2000 compliance is less that $50,000. The Year
2000 is not expected to have a material impact on the Company's current
information systems because its current software is either already Year 2000
compliant or required changes are not expected to be significant. The Company
has not conducted a survey of its customers or vendors to ascertain their Year
2000 readiness. Based on the nature of the Company's business, and the existence
of alternate vendors, however, the Company anticipates that it is not likely to
experience material business interruption due to the potential adverse impact of
the Year 2000 on its vendors. As a result, the Company does not anticipate that
incremental expenditures to address Year 2000 compliance will be material to the
Company's liquidity, financial position or results of operations.
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PART II - OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Number Description
------ -----------
27 Financial Data Schedule.
(b) Reports on Form 8-K.
During the six months ended August 31, 1998, the Company filed Form 8-
K's which described the acquisitions of MJA Communications Corporation
and WTC Holding Inc., the parent of Western Telecom Construction Ltd.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Date: June 14, 1999 By: /s/ Peter Lucas
---------------------------------------
Peter Lucas
Chief Financial Officer
<PAGE>
Exhibit Index
Number Description
------ -----------
27 Financial Data Schedule.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF WESTOWER CORPORATION FOR THE THREE AND
SIX-MONTH PERIOD ENDED AUGUST 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH DOCUMENTS.
</LEGEND>
<RESTATED>
<S> <C> <C>
<PERIOD-TYPE> 6-MOS<F1> 6-MOS<F1>
<FISCAL-YEAR-END> FEB-28-1999 FEB-28-1997
<PERIOD-START> MAR-01-1998 MAR-01-1997
<PERIOD-END> AUG-31-1998 AUG-31-1997
<CASH> 13,236,000 873,000
<SECURITIES> 0 0
<RECEIVABLES> 9,992,000 5,538,000
<ALLOWANCES> 0 0
<INVENTORY> 1,723,000 725,000
<CURRENT-ASSETS> 30,807,000 9,446,000
<PP&E> 7,007,000 4,096,000
<DEPRECIATION> 1,505,000 1,166,000
<TOTAL-ASSETS> 53,699,000 12,735,000
<CURRENT-LIABILITIES> 12,359,000 6,783,000
<BONDS> 15,156,000 686,000
0 0
0 150,000
<COMMON> 70,000 48,000
<OTHER-SE> 25,940,000<F2> 5,068,000<F3>
<TOTAL-LIABILITY-AND-EQUITY> 53,699,000 12,735,000
<SALES> 0 0
<TOTAL-REVENUES> 23,384,000 17,402,000
<CGS> 17,604,000 13,047,000
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 4,197,000 2,416,000
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 448,000 72,000
<INCOME-PRETAX> 1,473,000 1,871,000
<INCOME-TAX> 324,000 672,000
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 1,149,000 1,199,000
<EPS-BASIC> 0.18 0.25
<EPS-DILUTED> 0.15 0.25
<FN>
<F1>The comparative financial information contained in this schedule has been
restated to reflect the October 28, 1997 merger with Western Telecom Contruction
Ltd., the May 29, 1998 merger with MJA Communications Corp., and the August 31,
1998 merger with Standby Services, Inc., all of which were accounted for as
poolings-of-interests.
<F2>Other equity of $25,940,000 at August 31, 1998 is comprised of Additional
paid-in Capital of $21,824,000, Accumulated Other Comprehensive Income of
$(468,000) and Retained Earnings of $4,584,000.
<F3>Other equity of $5,068,000 at August 31, 1997 is comprised of Additional
paid-in Capital of $(48,000), Accumulated Other Comprehensive Income of
$(125,000) and Retained Earnings of $5,241,000.
</FN>
</TABLE>
