FWT INC, 10-Q, 1998-12-21

FWT INC
10-Q, 1998-12-21
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT

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<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For The Quarterly Period Ended October 31, 1998

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 333-44273

FWT, INC.
(Exact Name of Registrant as Specified in Its Charter)

Texas 75-1040743
(State or Other Jurisdiction of (IRS Employer Identification Number)
Incorporation or Organization)

701 Highlander Blvd., Suite 200
Arlington, Texas 76015
(Address, Including Zip Code, of Registrant's Principal Executive Offices)

(817) 255-3060
(Telephone Number, Including Area Code, of Registrant's
Principal Executive Offices)

Not Applicable
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)

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 [ ]

There were 136.14 shares of the registrant's common stock, par value
$10.00 per share, outstanding as of December 14, 1998.

<PAGE> 2

INDEX

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Balance Sheets (unaudited) as of October 31, 1998 and April 30, 1998............ 2

Statements of Income (unaudited) for the Three and Six Month
Periods Ended October 31, 1998 and 1997................................ 3

Statements of Cash Flows (unaudited) for the Three and Six Month
Periods Ended October 31, 1998 and 1997................................ 4

Notes to Unaudited Financial Statements......................................... 5

Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.............................................. 9

PART II - OTHER INFORMATION

Item 1. Legal Proceedings............................................................... 22

Item 3. Defaults Upon Senior Securities................................................. 22

Item 5. Other Information............................................................... 22

Item 6. Exhibits and Reports on Form 8-K................................................ 22

Signatures............................................................................... 25
</TABLE>

(i)
<PAGE> 3

FORWARD-LOOKING STATEMENTS

This Form 10-Q contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended. When used in this Form 10-Q, words such as "anticipate," "believe,"
"estimate," "expect," "intend," "predict," "project," and similar expressions,
as they relate to FWT, Inc. ("FWT" or the "Company") or its management, identify
forward-looking statements. Such forward-looking statements are based on the
beliefs of the Company's management as well as assumptions made by and
information currently available to the Company's management. Such statements are
subject to certain risks, uncertainties and assumptions, including high level of
and restrictions imposed by debt, dependence on the wireless communications
industry, concentration of customers, ability to implement management
initiatives, fluctuations in quarterly results, and competition. Should one or
more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
anticipated, expected or projected. Such forward-looking statements reflect the
current views of the Company's management with respect to future events and are
subject to these and other risks, uncertainties and assumptions relating to the
operations, results of operations, growth strategy and liquidity of the Company.
All subsequent written and oral forward-looking statements attributable to the
Company or persons acting on its behalf are expressly qualified in their entity
by this paragraph. For more information regarding these risks, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Ability of the Company to Continue as a Going Concern" and "--Risk Factors"
in this Form 10-Q.

PART I. FINANCIAL INFORMATION.

ITEM 1. FINANCIAL STATEMENTS

1
<PAGE> 4

FWT, INC.
BALANCE SHEETS
UNAUDITED
AS OF OCTOBER 31, 1998 AND APRIL 30, 1998
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
October 31, April 30,
1998 1998
--------- ---------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents............................. $ 94 $ 5,890
Accounts receivable, less allowance for doubtful
accounts of $201 and $175, respectively............ 11,747 6,734
Inventories........................................... 11,889 8,828
Prepaid expenses...................................... 857 2,327
Other current assets.................................. 247 52
--------- ---------
Total Current Assets........................... 24,834 23,831

Property, Plant, And Equipment:
Land and land improvements............................ 1,499 924
Buildings and building improvements................... 5,148 4,810
Machinery and equipment............................... 8,910 6,802
--------- ---------
15,557 12,536
Less accumulated depreciation......................... (3,682) (3,062)
--------- ---------
Net Property, Plant, and Equipment............. 11,875 9,474

Deferred tax asset............................................. 20,607 20,607

Other noncurrent assets........................................ 5,553 5,807
--------- ---------

Total Assets................................................... $ 62,869 $ 59,719
========= =========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt..................... $ -- $ --
Accounts payable...................................... 9,726 6,026
Accrued interest...................................... 4,940 4,763
Other accrued expenses and liabilities................ 3,765 4,031
Notes payable......................................... 2,372 52
--------- ---------
Total Current Liabilities...................... 20,803 14,872

Long-term debt, less current portion........................... 105,000 105,000
--------- ---------

Total Liabilities.............................. 125,803 119,872

Commitments and Contingencies

Shareholders' Equity (Deficit):
Common stock, $10 par value; 1,000 shares
authorized, 372 shares issued, 136.14 shares
outstanding........................................ 4 4
Additional paid-in capital............................ 29,583 29,583
Treasury stock, at cost, 235.86 shares................ (83,100) (83,100)
Retained deficit ..................................... (9,421) (6,640)
--------- ---------
Total Shareholders' Equity (Deficit)........... (62,934) (60,153)
--------- ---------

Total Liabilities and Shareholders' Equity (Deficit)........... $ 62,869 $ 59,719
========= =========
</TABLE>

The accompanying notes are an integral part of these financial statements.

2
<PAGE> 5

FWT, INC.
STATEMENTS OF INCOME
UNAUDITED
FOR THE THREE AND SIX MONTH PERIODS ENDED OCTOBER 31, 1998 AND 1997
(IN THOUSANDS)

Cost of sales.................................................... 14,393 12,012 27,736 26,652
-------- -------- -------- --------

Gross profit..................................................... 3,576 4,126 8,285 10,698

Selling, administrative and general expenses..................... 2,969 2,463 5,551 5,389
-------- -------- -------- --------

Operating income.......................................... 607 1,663 2,734 5,309

Interest income.................................................. 48 149 70 246

Interest expense................................................. (2,892) (350) (5,787) (403)

Other income..................................................... 90 216 202 281
-------- -------- -------- --------

Income (loss) before income tax provision................. (2,147) 1,678 (2,781) 5,433

Income tax provision............................................. -- 29 -- 113
-------- -------- -------- --------

Net income (loss)......................................... $ (2,147) $ 1,649 $ (2,781) $ 5,320
======== ======== ======== ========

Pro Forma Financial Information :
Pro Forma adjustment for federal tax provision............ 561 1,809
-------- --------
Pro Forma net income (loss)............................... $ 1,088 $ 3,511
======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

3
<PAGE> 6

FWT, INC.
STATEMENTS OF CASH FLOWS
UNAUDITED
FOR THE THREE AND SIX MONTH PERIODS ENDED OCTOBER 31, 1998 AND 1997
(IN THOUSANDS)

<TABLE>
<CAPTION>
Three Months Ended October 31, Six Months Ended October 31,
------------------------- -------------------------
1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)......................................... $ (2,147) $ 1,649 $ (2,781) $ 5,320
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating activities:
Provision for losses on accounts receivable............... 13 -- 26 --
Depreciation.............................................. 324 276 620 412
Amortization.............................................. 171 -- 343 --
Net gain on sale of property and equipment................ -- (142) -- (142)
Adjustments to working capital accounts:
Accounts receivable....................................... (5,845) 2,501 (5,039) 10,127
Inventories............................................... (2,222) (3,029) (3,061) (3,070)
Prepaid expenses.......................................... (402) 246 1,470 (1,357)
Other assets.............................................. (167) (355) (284) (338)
Accounts payable.......................................... 2,949 (1,768) 3,700 (5,011)
Accrued expenses and other liabilities.................... 1,677 862 (89) 1,428
-------- -------- -------- --------

Net cash provided by (used in) operating activities....... (5,649) 240 (5,095) 7,369
-------- -------- -------- --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for property and equipment....................... (1,045) (389) (3,022) (664)
Proceeds from sales of property and equipment................. -- 198 1 198
-------- -------- -------- --------

Net cash used in investing activities..................... (1,045) (191) (3,021) (466)
-------- -------- -------- --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable, net of financing costs........... 2,361 -- 2,361 20,000
Payments of notes payable..................................... (11) -- (41) --
Payments of long-term debt.................................... -- (46) -- (102)
Distributions paid to shareholders............................ -- (500) -- (21,000)
-------- -------- -------- --------

Net cash provided by (used) in financing activities....... 2,350 (546) 2,320 (1,102)
-------- -------- -------- --------

Net increase (decrease) in cash and cash equivalents.............. (4,344) (497) (5,796) 5,801

Cash and cash equivalents, beginning of period.................... 4,438 10,781 5,890 4,483
-------- -------- -------- --------

Cash and cash equivalents, end of period.......................... $ 94 $ 10,284 $ 94 $ 10,284
======== ======== ======== ========

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:
Interest.................................................. $ 62 $ 225 $ 5,269 $ 279
======== ======== ======== ========
Taxes..................................................... $ -- $ -- $ 146 $ 24
======== ======== ======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

4
<PAGE> 7

FWT, INC.
NOTES TO FINANCIAL STATEMENTS
UNAUDITED

NOTE 1 - BACKGROUND

FWT, Inc., formerly Fort Worth Tower Company, Inc. ("FWT" or the
"Company"), a Texas corporation, manufactures, sells and installs transmitting
towers, Monopoles, PowerMount(TM) and related accessories used principally to
support communications and broadcasting antennae for the wireless communications
industry. This includes cellular telephone, personal communications systems
("PCS"), commercial and amateur broadcasting, private microwave and television.
Operating results are strongly influenced by growth in demand for wireless
communications infrastructures services. The Company also produces shelters and
cabinets used to house electronic communications and broadcasting equipment. The
Company conducts its business principally through its corporate headquarters in
Arlington, Texas and two plants located near Fort Worth, Texas.

The unaudited financial statements reflect all normal and recurring
adjustments that are, in the opinion of management, necessary to present a fair
statement of FWT's financial position as of October 31, 1998 and the results of
its operations for the three and six month periods ended October 31, 1998 and
1997. These financial statements include estimates and assumptions made by
management that affect the reported amounts of assets and liabilities, the
reported amounts of revenues and expenses, and provisions for and the disclosure
of contingent assets and liabilities. Actual results could differ from such
estimates. Results of operations for interim periods are not necessarily
indicative of results to be obtained for the full fiscal year.

On November 12, 1997, the Company, FWT Acquisition, Inc. (a
wholly-owned subsidiary of Baker Communications Fund, L.P.), T.W. Moore, Betty
Moore, Roy J. Moore, Thomas F. Moore and Carl R. Moore (each of the natural
persons, the "Existing Shareholders") entered into and consummated the
transactions set forth in a Stock Purchase and Redemption Agreement and related
documents (collectively, the "Transaction Agreements"). The Transaction
Agreements contemplated, among other things, two primary transactions. The first
transaction contemplated by the Transaction Agreements included (i) the
incurrence by the Company of $100.0 million senior secured indebtedness (the
"Senior Credit Facility"), (ii) redemption by the Company from the Existing
Shareholders of an aggregate of 235.86 shares of the Company's common stock, par
value $10.00 per share, for cash and other consideration totaling approximately
$83.1 million, (iii) the repayment of outstanding indebtedness of the Company
totaling approximately $22.1 million, and (iv) the distribution of an immaterial
amount of selected assets to certain Existing Shareholders (such transactions
are collectively referred to as the "Recapitalization"). The second transaction
contemplated by the Transaction Agreements included the purchase by FWT
Acquisition, Inc. of an aggregate of 108.91 shares of the Company's common stock
from Existing Shareholders for cash consideration totaling approximately $36.0
million (the "Stock Purchase", and together with the Recapitalization, the
"Transactions"). As a result of the Transactions, FWT Acquisition, Inc. holds
approximately 80% of FWT's outstanding common stock and three of the Existing
Shareholders hold in the aggregate approximately 20% of FWT's outstanding common
stock. For financial reporting purposes, the Recapitalization was accounted for
by the Company as an acquisition of treasury stock.

NOTE 2 - CASH EQUIVALENTS

The Company considers all highly liquid short-term investments
purchased with original maturities of three months or less to be cash
equivalents. The cost of such short-term investments approximates fair value.

NOTE 3 - INVENTORIES

Inventories are stated at the lower of cost or market. Cost is
determined using the first-in, first-out (FIFO) method. Inventory costs include
material, labor and factory overhead. Total inventories as of October 31, 1998
and April 30, 1998 included the following (amounts in thousands):

<TABLE>
<CAPTION>
OCTOBER 31, APRIL 30,
1998 1998
-------- -------
<S> <C> <C>
Finished goods....................... $ 5,666 $ 4,847
Work-in process and raw materials.... 6,223 3,981
-------- -------
Total Inventories............... $ 11,889 $ 8,828
======== =======
</TABLE>

5
<PAGE> 8

NOTE 4 - REVENUE RECOGNITION

Revenue from sales is recognized when the earnings process is complete,
which is generally at the time of product shipment. In circumstances where
shipments are delayed at the customer's request, revenue is recognized upon
completion of the product and after payment is received from the customer.
Management believes that payment represents acknowledgment by the customer that
all contractual terms are binding, the product has been manufactured according
to customer specifications and engineering design, the product is available for
delivery according to the schedule fixed by the customer, and the Company is not
responsible for delivery or installation. Accordingly, management believes that
the risk of ownership has passed and the earnings process is complete.

During the three month period ended October 31, 1998, the Company received
orders from a customer pursuant to a long-term contract under which the Company
provides, among other items, engineering services, shelters and construction
services for the build-out of a fiber optic network. Sales of approximately $1.9
million primarily related to shelters manufactured by the Company during such
period pursuant to this long-term contract are included in the accompanying
statements of income for the three and six month periods ended October 31, 1998,
as the customer has acknowledged that the shelters have been manufactured
according to specifications and engineering design, the shelters are available
for shipment according to the schedule fixed by the customer and the Company has
met the contractual terms for payment.

Beginning in 1998, revenues from construction services contracts having a
duration of six months or longer are recognized upon the Company reaching
certain milestones in the terms of the related contracts on a percentage of
completion basis.

NOTE 5 - FEDERAL AND STATE INCOME TAXES

Effective November 12, 1997, the Company became taxable as a Subchapter C
corporation. Prior to November 12, 1997, the Company was a Subchapter S
corporation. Accordingly, no provision for federal income taxes is reflected in
the accompanying statements of income for the three and six-month periods ended
October 31, 1997. A pro forma charge for federal income taxes is supplementally
disclosed on the statements of income for the three and six month periods ended
October 31, 1997.

The income tax provisions included in the accompanying statements of income
for the three and six month periods ended October 31, 1997 include a provision
for state income taxes for various states in which the Company was subject to
income taxes because those states did not recognize Subchapter S corporations.

In connection with the Transactions discussed in Note 1, the parties to the
Transactions elected jointly to treat the Transactions as an asset acquisition
under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended. As a
result, the Company recorded a deferred tax asset of approximately $20.0 million
(net of a valuation allowance of approximately $20.0 million) as of November 12,
1997, with a corresponding credit to additional paid-in capital. This deferred
tax asset relates to future tax deductions for the net excess of the tax bases
of the assets and liabilities over the financial statement carrying amounts as
of November 11, 1997. Management believes the existing limitations on the
Company's ability to obtain additional working capital (See Note 7) could
negatively impact the realization of the net deferred tax asset and may require
a change to the valuation allowance in future periods. Any change in the
valuation allowance will be reflected as a component of the Company's income tax
provision.

NOTE 6 - NOTES PAYABLE AND LONG-TERM DEBT

Notes payable and long-term debt of the Company as of October 31 and April
30, 1998 consisted of the following (amounts in thousands):

<TABLE>
<CAPTION>
OCTOBER 31, APRIL 30,
1998 1998
--------- ---------
<S> <C> <C>
Subordinated promissory notes payable to Existing
Shareholders, interest at prime (8.5% at October 31, 1998)
payable in monthly installments of principal and
accrued interest through November 15, 1998....................... $ 11 $ 38

Note payable to a bank under revolving line of
credit, interest at prime plus 1% (9.5% at October 31, 1998),
due November 30, 2000, collateralized by substantially all
assets (see Note 7).............................................. 2,361 14

Senior subordinated notes, bearing interest at 9 7/8%
and payable semiannually on May 15 and November 15, principal
due at maturity on November 15, 2007............................. 105,000 105,000
--------- ---------

Total notes payable and long-term debt........................... 107,372 105,052
Less - notes payable and current portion of long-term debt....... (2,372) (52)
--------- ---------
Long-term debt, less current portion............................. $ 105,000 $ 105,000
========= =========
</TABLE>

6
<PAGE> 9
In connection with the Transactions discussed in Note 1, the Company
issued subordinated promissory notes to each of the Existing Shareholders
totaling $911,853 (the "Purchase Price Adjustment Notes") and $1,582,500 (the
"Tax Notes"). The Purchase Price Adjustment Notes bear interest at prime and
were originally payable (subject to adjustment based upon the audited working
capital of the Company as of November 10, 1997), in monthly installments of
principal of $75,987, plus accrued interest, through October 15, 1998, with a
final principal installment of $75,996, plus accrued interest, on November 15,
1998. Based upon the working capital of FWT as of November 10, 1997, the
principal amount of the Purchase Price Adjustment Notes were subsequently
reduced by $548,505, with a corresponding reduction in the cost of the treasury
stock acquired pursuant to the Recapitalization and corresponding reductions in
the scheduled monthly principal installments. The Tax Notes were repaid
(including interest at prime) during April 1998. Each of the Purchase Price
Adjustment Notes is an unsecured obligation of the Company.

In November 1997, the Company entered into a revolving credit facility
with a bank that allows the Company to borrow up to $25.0 million, subject to
borrowing base limitations and the satisfaction of customary borrowing
conditions. The revolving credit facility contains certain financial covenants
that require the Company to maintain, based upon the latest twelve months of
operations, minimum ratios of consolidated EBITDA (as defined) to consolidated
interest expense, minimum ratios of consolidated total debt to consolidated
EBITDA, and minimum levels of consolidated EBITDA. The revolving credit facility
also limits, among other items, the Company's annual capital expenditures and
the Company's ability to incur additional indebtedness. As of October 31, 1998,
the Company had borrowings under the revolving credit facility of approximately
$2.4 million. Availability under the revolving credit facility, based upon the
Company's borrowing base, was approximately $13.4 million as of October 31,
1998. Based on the Company's financial condition and results of operations as of
October 31, 1998, the Company is in technical default under the revolving credit
facility. This default resulted from the Company's failure to maintain the
financial covenants described above. As of December 15, 1998, the Company had
borrowings under the revolving credit facility of approximately $7.3 million
outstanding. As a result of this technical default, the lenders under the
revolving credit facility can elect to declare all amounts of principal and
accrued interest outstanding under the revolving credit facility immediately due
and payable. Such lenders have not accelerated these outstanding amounts. See
Note 7.

Subsequent to the completion of the Transactions discussed in Note 1,
the Company issued $105,000,000 aggregate principal amount of 9 7/8% senior
subordinated notes, the net proceeds of which were used to repay borrowings
incurred by the Company under the Senior Credit Facility in connection with the
Recapitalization. During April 1998, pursuant to a filing with the Securities
and Exchange Commission, the Company completed an exchange offer redeeming all
of the outstanding senior subordinated notes for senior subordinated notes
having the same principal amount and interest rate, and substantially the same
terms and conditions (the "Notes"). Interest on the Notes is payable
semiannually on May 15 and November 15 of each year. The Notes mature on
November 15, 2007. The Notes are unsecured senior subordinated obligations of
the Company and are subordinated in right of payment to all existing and future
Senior Indebtedness (as defined) of the Company. The Notes are redeemable, in
whole or in part, at the option of the Company on or after November 15, 2002. In
addition, at any time on or prior to November 15, 2000, the Company may, at its
option, redeem up to 35% of the aggregate principal amount of the Notes from the
proceeds of one or more public equity offerings, at a redemption price equal to
109.875% plus accrued and unpaid interest. Upon a Change of Control (as
defined), each holder of the Notes will have the right to require that the
Company make an offer to purchase all outstanding Notes at a price equal to 101%
plus accrued interest. The Notes were issued under an indenture which contains
certain covenants that limit the ability of the Company to, among other things,
incur additional indebtedness, pay dividends or make investments and certain
other restricted payments, consummate certain asset sales, enter into certain
transactions with affiliates, incur liens, merge or consolidate with any other
person or sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of the assets of the Company. In addition, the Company will be
obligated to offer to repurchase the Notes at 100% plus accrued and unpaid
interest in the event of certain Asset Sales (as defined).

7
<PAGE> 10

NOTE 7 - EVENT SUBSEQUENT TO OCTOBER 31, 1998

As discussed in Note 6, as of October 31, 1998 the Company was in
technical default under the terms of its revolving credit facility. As a result
of this technical default, the lenders under the revolving credit facility can
elect to declare all amounts of principal and accrued interest outstanding under
the revolving credit facility immediately due and payable. Such lenders have not
accelerated these outstanding amounts. If such lenders so accelerate, without
alternative financing or the implementation of another strategy such as selling
certain assets, restructuring or refinancing its indebtedness, or seeking
additional equity capital, the Company will not have the funds to repay such
outstanding amounts. If such lenders so accelerate, the Company will then be in
technical default under the indenture. If the trustee under the indenture then
accelerates the Company's outstanding indebtedness under the Notes, the Company
will not have the funds to pay such outstanding indebtedness. If the Company
were unable to repay these amounts, the lenders under the revolving credit
facility could proceed against the collateral granted to secure the amounts
outstanding under the revolving credit facility. Substantially all the assets of
the Company are pledged as security under the revolving credit facility. In
addition, in the event of bankruptcy, liquidation or reorganization of the
Company, its assets will be available to pay obligations on the Notes only after
all Senior Indebtedness (as defined) has been paid in full.

On December 18, 1998 the Company was notified by a letter from its
primary lender under the revolving credit facility that, as a result of this
technical default, additional borrowings under this facility would be limited to
85% of Eligible Accounts Receivable (as defined) arising after such date, which
will not provide the Company with significant borrowing capacity. Under this
letter and in accordance with the terms of the revolving credit facility, all
cash receipts of the Company from invoices issued prior to such date will be
applied to the outstanding balance due under the revolving credit facility. In
addition, the letter stated that the foregoing arrangement would be terminated
in the event that: (i) an additional Potential Event of Default or Event of
Default (as defined) occurs under the terms of the revolving credit facility; or
(ii) an affiliate of the Company's majority shareholder has not provided a
written commitment to such lender to contribute to the Company an additional
$5.0 million in equity capital by December 29, 1998 or contributed such
additional equity capital in cash by January 13, 1999.

8
<PAGE> 11

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

RECAPITALIZATION AND STOCK PURCHASE AGREEMENT

On November 12, 1997, the Company, FWT Acquisition, Inc. (a
wholly-owned subsidiary of Baker Communications Fund, LP, a private equity fund
that invests in communications related services, equipment and applications
entities ("Baker")), T.W. Moore, Betty Moore, Roy J. Moore, Thomas F. Moore and
Carl R. Moore (each of the natural persons, the "Existing Shareholders") entered
into and consummated the transactions set forth in a Stock Purchase and
Redemption Agreement and related documents (collectively, the "Transaction
Agreements"). The Transaction Agreements contemplated, among other things, two
primary transactions. The first transaction contemplated by the Transaction
Agreements included (i) the incurrence by the Company of $100.0 million senior
secured indebtedness (the "Senior Credit Facility"), (ii) a redemption by the
Company from the Existing Shareholders of an aggregate of 235.86 shares of the
Company's common stock, par value $10.00 per share (the "Common Stock"), for
aggregate consideration of approximately $83.1 million, including related
consulting, legal and accounting costs of approximately $1.2 million, (iii) the
repayment of all the outstanding funded indebtedness of the Company in an
aggregate amount of approximately $22.1 million, and (iv) the distribution of an
immaterial amount of selected assets to certain Existing Shareholders (such
transactions are collectively referred to as the "Recapitalization"). The second
transaction contemplated by the Transaction Agreements included the purchase by
FWT Acquisition, Inc. of an aggregate of 108.9 shares of the Common Stock from
Existing Shareholders for aggregate consideration totaling approximately $36.0
million (the "Stock Purchase" and together with the Recapitalization, the
"Transactions"). As a result of the Transactions, FWT Acquisition, Inc. holds
approximately 80.0% of the outstanding shares of Common Stock, and Roy J. Moore,
Thomas F. Moore and Carl R. Moore (collectively, the "Roll-over Shareholders")
hold in the aggregate approximately 20.0% of the outstanding shares of Common
Stock. For financial reporting purposes, the Recapitalization was accounted for
by the Company as an acquisition of treasury stock.

The borrowings under the Senior Credit Facility, cash from the Company
of approximately $5.0 million, notes payable of approximately $1.9 million, and
the distribution of selected assets were used to consummate the Transactions. In
order to repay the borrowings under the Senior Credit Facility, the Company
issued $105.0 million aggregate principal amount of 9 7/8% Senior Subordinated
Notes due 2007 (the "Former Notes") on November 17, 1997 (the "Initial
Offering"). The Former Notes were exchanged for an equal principal amount of the
Company's 9 7/8% Senior Subordinated Notes due 2007 in integral multiples of
$1,000 (the "Exchange Notes") in accordance with an exchange offer pursuant to
which a registration statement on Form S-4, which became effective on March 13,
1998, was filed by the Company (the "Exchange Offer").

ABILITY OF THE COMPANY TO CONTINUE AS A GOING CONCERN

As of October 31, 1998, the Company was in technical default under the
terms of that certain Credit Agreement dated November 12, 1997, among the
Company, Bankers Trust Company and BT Commercial Corporation (as amended, the
"Revolving Credit Facility"). This default resulted from the Company's failure
to maintain certain financial covenants and ratios under the Revolving Credit
Facility. As a result of this technical default, the lenders under the Revolving
Credit Facility can elect to declare all amounts of principal and accrued
interest outstanding under the Revolving Credit Facility immediately due and
payable. Such lenders have not accelerated these outstanding amounts. If such
lenders so accelerate, the Company will then be in technical default under the
Indenture dated as of November 15, 1997 by and between the Company and Norwest
Bank Minnesota, N.A. (the "Indenture"). If such an event were to occur, there
can be no assurance that the Company can cure this default or that the trustee
under the Indenture will not accelerate the Company's outstanding indebtedness
(including accrued interest) under the Exchange Notes. The Company is currently
negotiating with the lenders under the Revolving Credit Facility for a waiver of
this default. In connection therewith, the Company is requesting a modification
of the financial covenants and ratios under the Revolving Credit Facility.

On December 18, 1998 the Company was notified by a letter from its
primary lender under the Revolving Credit Facility that, as a result of the
technical default, additional borrowings under this facility would be limited to
85% of Eligible Accounts Receivable (as defined) arising after such date, which
will not provide the Company with significant borrowing capacity. Under this
letter and in accordance with the terms of the Revolving Credit Facility, all
cash receipts of the Company from invoices issued prior to such date will be
applied to the outstanding balance due under the Revolving Credit Facility. In
addition, the letter stated that the foregoing arrangement would be terminated
in the event that: (i) an additional Potential Event of Default or Event of

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<PAGE> 12

Default (as defined) occurs under the terms of the Revolving Credit Facility; or
(ii) an affiliate of the Company's majority shareholder has not provided a
written commitment to such lender to contribute to the Company an additional
$5.0 million in equity capital by December 29, 1998 or contributed such
additional equity capital in cash by January 13, 1999. As of the date of this
Form 10-Q, the foregoing equity capital has not been committed. There can be no
assurance that such additional equity capital will be committed or ultimately
contributed.

The Company is currently seeking alternative sources of financing.
There can be no assurance that the Company will obtain financing from another
source. If the Company fails to resolve its current liquidity issues, management
believes the Company may experience severe financial and operational
difficulties, including (i) the inability to generate sufficient working capital
from operations to respond to changes in customer demand, to increase its sales
base, to satisfy the scheduled interest payments under the Exchange Notes or to
satisfy working capital or capital expenditure requirements, (ii) the inability
to fulfill current orders from customers in accordance with scheduled delivery
dates, (iii) being required to make price concessions, thereby resulting in
further gross profit deterioration in future periods, (iv) erosion of the
Company's relationships with its primary vendors, thereby resulting in further
gross profit deterioration in future periods, (v) the inability to retain its
key personnel, and (vi) the inability to fully realize the carrying value of
certain assets including, its deferred tax assets, deferred financing costs and
capital equipment. See "--Results of Operations," "--Liquidity and Capital
Resources," "--Risk Factors--Dependence on Suppliers" and "--Risk
Factors--Dependence on Key Personnel."

If the lenders under the Revolving Credit Facility accelerate the
Company's outstanding amounts thereunder, without alternative financing or
the implementation of another strategy such as selling certain assets,
restructuring or refinancing its indebtedness, or seeking additional equity
capital, the Company will not have the funds to repay such outstanding amounts.
Also, if the trustee under the Indenture then accelerates the Company's
outstanding indebtedness under the Exchange Notes, the Company will not have the
funds to pay such outstanding indebtedness. If the Company were unable to repay
these amounts, the lenders under the Revolving Credit Facility could proceed
against the collateral granted to secure the amounts outstanding under the
Revolving Credit Facility. Substantially all the assets of the Company are
pledged as security under the Revolving Credit Facility. There can be no
assurance that the Company's assets would be sufficient to repay in full these
amounts due to such lenders and the other indebtedness of the Company, including
the Exchange Notes. In addition, in the event of bankruptcy, liquidation or
reorganization of the Company, its assets will be available to pay obligations
on the Exchange Notes only after all Senior Indebtedness (as defined in the
Indenture) has been paid in full. See "--Risk Factors--High Level of
Indebtedness," "--Risk Factors--Ability to Service Debt" and "--Risk
Factors-Restrictions Imposed By Terms of FWT's Indebtedness."

The primary reasons for the Company's current liquidity crises are due
to the sudden and unanticipated cessation of the build-out by the Company's
largest customer, the additional working capital required to satisfy the
requirements under the ELI Contract (as defined below) and the deterioration of
gross profit.

Due to the conditions described above, including the Company's ability
to access capital by December 29, 1998, it is likely at this time that the
auditor's report for the Company's fiscal year 1999 financial statements would
include a qualification regarding the ability of the Company to continue as a
going concern. However, the actual outcome of such possibility will involve
facts and considerations applicable at the time the auditor's report is issued.

RESULTS OF OPERATIONS

Sales. Sales were approximately $17.9 million for the three month
period ended October 31, 1998 as compared to approximately $16.1 million for the
three month period ended October 31, 1997, an increase of approximately $1.8
million or 11.3%. Sales were approximately $36.0 million for the six month
period ended October 31, 1998 as compared to approximately $37.3 million for the
six month period ended October 31, 1997, a decrease of approximately $1.3
million or 3.6%. The increase in sales for the three month period ended October
31, 1998 is primarily attributable to increased sales of Monopoles, shelters and
accessory products for wireless communications structures. This increase is also
attributable to a long-term contract awarded to the Company during the three
month period ended July 31, 1998 (the "ELI Contract") under which the Company
provides, among other items, engineering services, shelters and construction
services for the build-out of a fiber optic network. Sales associated with the
ELI Contract were approximately $1.9 million during the three month period ended
October 31, 1998. The decrease in sales for the six month period ended October
31, 1998 is primarily attributable to lower sales of towers, shelters and
Cell-Sites-On-Wheels ("COWS") which offset sales associated with the ELI
Contract. The Company attributes the decrease in sales of towers, shelters and
COWS to the continued overall softness in the market for wireless communications
infrastructure products. Management believes that this softness or slowdown in
the market is an industry-wide condition and will continue until the primary
wireless communications service providers resume their build-out programs to
previous levels. There can be no assurance, however, as to when these providers
will resume their build-out programs to previous levels or, if they so resume,
will purchase the Company's products to support their build-out programs. See
"--Risk Factors--Dependence on Wireless Communications Industry."

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<PAGE> 13

The increase in sales of Monopoles during the three month period ended
October 31, 1998 as compared to the three month period ended October 31, 1997 is
primarily due to purchases by the Company's largest customer. The Company
believes that sales to this customer may be significantly reduced in the
foreseeable future because, beginning in October 1998, this customer
significantly reduced its placement of orders with the Company. The reduction in
orders placed by this customer, combined with similar reductions by other
customers of the Company during calendar year 1998, could significantly
adversely impact the Company's sales. Although future sales under the ELI
Contract may partially offset the detrimental impact of this decrease in demand
for the Company's primary products, the Company believes that sales during the
six month period ended April 30, 1999 may be significantly lower than sales for
the six month period ended April 30, 1998. There can be no assurance that the
Company's largest customer or other such customers of the Company will resume or
increase their construction activities and, if any of them so resume or
increase, will purchase the Company's products to support their construction
activities. See "--Risk Factors--Concentration of Customers."

Gross Profit. Gross profit was approximately $3.6 million for the three
month period ended October 31, 1998 as compared to approximately $4.1 million
for the three month period ended October 31, 1997, a decrease of approximately
$500,000 or 13.3%. As a percentage of sales, gross profit decreased to 19.9%
from 25.6% for the three month period ended October 31, 1998 as compared to the
three month period ended October 31, 1997. Gross profit was approximately $8.3
million for the six month period ended October 31, 1998 as compared to
approximately $10.7 million for the six month period ended October 31, 1997, a
decrease of approximately $2.4 million or 22.6%. As a percentage of sales, gross
profit decreased to 23.0% from 28.6% for the six month period ended October 31,
1998 as compared to the six month period ended October 31, 1997. These decreases
in gross profit as a percentage of sales are primarily attributable to the
following factors:

(i) Changes in product mix, primarily the lower sales volume of
shelters and COWS. Sales of these products have traditionally
generated higher gross profit margins than the Company's
primary steel products (towers and Monopoles);

(ii) Lower gross profit margins on sales of Monopoles due to higher
than normal rework costs incurred in the production of such
Monopoles. The Company believes the higher costs of rework
will be reduced in future periods as the recently installed
seam welding units are fully implemented in the Monopole
production process;

(iii) Lower gross profit margins on sales of the Company's primary
steel products due to competitive pricing pressures resulting
from the overall slowdown of the build-out programs of the
primary wireless communication service providers, as described
above;

(iv) Under-absorption of manufacturing labor and overhead due to
lower than anticipated demand for the Company's primary steel
products; and

(v) Increased production capacity cost and the subsequent lower
demand for the Company's products.

Selling, Administrative and General Expenses. Selling, administrative
and general expenses were approximately $3.0 million for the three month period
ended October 31, 1998 as compared to approximately $2.5 million for the three
month period ended October 31, 1997, an increase of approximately $500,000 or
20.5%. As a percentage of sales, operating expenses increased to 16.5% from
15.3% for the three month period ended October 31, 1998 as compared to the three
month period ended October 31, 1997. Operating expenses during the three month
period ended October 31, 1998 increased due to:

(i) an increase in legal and other professional services costs
associated with the Company's public reporting requirements
and potential acquisition activities;

(ii) an increase in depreciation and amortization charges
associated with capital expenditures in fiscal years 1999 and
1998 for manufacturing equipment, computer equipment and
software programs;

(iii) accrued management fees relating to the financial advisory
agreement with Baker;

(iv) rent expense associated with the Company's corporate office
facility;

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<PAGE> 14

(v) an increase in marketing related expenses, primarily travel
and entertainment, trade show costs and advertising
literature; and

(vi) additional costs incurred as a result of employee related
issues.

These increases were partially offset by decreases in commission costs resulting
from changes to the Company's sales compensation programs and termination of the
Company's profit sharing plan during the three month period ended April 30,
1998.

Selling, administrative and general expenses were approximately $5.6
million for the six month period ended October 31, 1998 as compared to
approximately $5.4 million for the six month period ended October 31, 1997, an
increase of approximately $200,000 or 3.0%. As a percentage of sales, operating
expenses increased to 15.4% from 14.4% for the six month period ended October
31, 1998 as compared to the six month period ended October 31, 1997. The
increase in operating expenses for the six month period ended October 31, 1998
is primarily attributable to increases similar to those described above for the
three month period ended October 31, 1998. Such increases were partially offset
by the elimination of bonuses of approximately $608,000 to former executives of
the Company and commissions of approximately $668,000 that were paid during the
six month period ended October 31, 1997. No bonuses or commissions were paid
during the six month period ended October 31, 1998.

Interest Expense. Interest expense was approximately $2.9 million for
the three month period ended October 31, 1998 as compared to approximately
$350,000 for the three month period ended October 31, 1997, an increase of
approximately $2.5 million. Interest expense was approximately $5.8 million for
the six month period ended October 31, 1998 as compared to approximately
$403,000 for the six month period ended October 31, 1997, an increase of
approximately $5.4 million. The increase in interest expense during these
periods is the result of the Exchange Notes, which were issued by the Company in
April 1998 in exchange for the Former Notes which were issued by the Company in
November 1997 following the consummation of the Transactions. The Company
anticipates that interest expense in the fiscal year ended April 30, 1999 will
be significantly higher as compared to the fiscal year ended April 30, 1998
because the Exchange Notes will be outstanding for an entire year.

Income Tax Provision. The income tax provision decreased by
approximately $29,000 and $113,000 for the three and six month periods ended
October 31, 1998, respectively, as compared to the three and six month periods
ended October 31, 1997, respectively. The Company did not increase the net
deferred tax asset during the three and six month periods ended October 31, 1998
and, as a result, increased the valuation allowance for the deferred tax assets
that offset the potential tax benefit of the operating losses incurred during
such period.

At October 31, 1998, the Company had a net deferred tax asset of $20.7
million which management believes is more likely than not to be recovered from
future operations. However, as a result of the Company's current financial
condition, management believes that adjustments to further reserve against this
asset may be required in future periods. See "--Ability of the Company to
Continue as a Going Concern."

SEASONALITY AND QUARTERLY RESULTS OF OPERATIONS

The Company has experienced and expects to continue to experience
significant fluctuations in its quarterly results. Management believes this
quarterly fluctuation is due to the capital budgeting cycle of many of its
customers who often purchase a disproportionately higher share of the Company's
products at the end of such customer's fiscal year to reach their annual cell
site development goals. This typically falls in the fourth and first quarters of
the calendar year, which approximately corresponds to the third and fourth
quarters of FWT's fiscal year. In addition, the zoning approval process adds an
element of unpredictability to the Company's results of operations. Future
seasonality of the Company's operations will continue to shift as the Company's
customers move to a more centralized purchasing environment and as the
consolidation of the primary wireless communication service providers continues.

LIQUIDITY AND CAPITAL RESOURCES

Historically, the Company has financed its operations through
internally generated funds, existing cash reserves and borrowings under its
Revolving Credit Facility. The Company produced a net cash deficit of
approximately $5.8 million for the six month period ended October 31, 1998.

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<PAGE> 15

The net cash used in operating activities for the six month period
ended October 31, 1998 was approximately $5.1 million. The primary changes in
working capital accounts for the six month period ended October 31, 1998 were as
follows:

(i) accounts receivable increased by approximately $5.0 million
primarily as a result of the timing of sales recognized by the
Company during the latter portion of the three month period
ended October 31, 1998;

(ii) inventories increased by approximately $3.1 million primarily
as a result of an increase in finished goods inventories
primarily associated with orders from the Company's largest
customer, as well as an increase in raw material and work in
process inventories required for the Company's backlog as of
October 31, 1998;

(iii) prepaid expenses decreased by approximately $1.5 million due
to a refund received from the IRS of payments made during the
fiscal year ended April 30, 1998 pursuant to Section 444 of
the Internal Revenue Code relating to the Company's Subchapter
S status prior to November 12, 1997 and its fiscal year end of
April 30; and

(iv) accounts payable and accrued liabilities (excluding accrued
interest) increased by approximately $3.6 million. These
increases resulted primarily from the increase in inventories
and the timing of payments for certain operating expenses.

The net cash used in investing activities was approximately $3.0
million for the six month period ended October 31, 1998, reflecting the
Company's capital equipment requirements during such period. Capital
expenditures during such period primarily related to two automated seam welding
units utilized in the Company's Monopole manufacturing process. The first unit
was placed into production during June 1998. The second unit was placed into
production during October 1998.

The net cash flow provided by financing activities was approximately
$2.3 million for the six month period ended October 31, 1998, which is primarily
attributable to borrowings under the Company's Revolving Credit Facility to
support the Company's working capital and capital equipment requirements.

The Company determines its short-term liquidity needs based upon its
cash requirements over the next twelve months, and its long-term liquidity needs
based upon its cash requirements for periods in excess of twelve months. The
Revolving Credit Facility, which is subject to borrowing base limitations and
the satisfaction of customary borrowing conditions and financial covenants,
allows the Company to borrow up to $25.0 million. The Company's principal
sources of short-term and long-term liquidity are cash flow generated from
operations and, if necessary, borrowings under the Revolving Credit Facility.
Cash flow generated from operations may be negatively effected in future
periods due to the reduction in orders from the Company's largest customers.
The principal uses of liquidity are to meet debt service requirements, finance
the Company's capital expenditures, and fulfill working capital needs.
Borrowings under the Revolving Credit Facility are based upon eligible accounts
receivable and eligible inventories, as defined. Based upon the Company's
borrowing base, as of October 31, 1998, the Company had approximately $13.4
million of availability under the terms of the Revolving Credit Facility. As of
October 31, 1998, the Company had borrowings under the Revolving Credit Facility
of approximately $2.4 million outstanding. In addition, in November 1998, the
Company borrowed an additional $5.2 million under the Revolving Credit Facility
for the purpose of funding its semi-annual interest payment due on November 15,
1998 on the Exchange Notes.

The Company, as a matter of course, reviews the covenants associated
with its Revolving Credit Facility. Based on the Company's financial condition
and results of operations as of October 31, 1998, the Company is in technical
default under the Revolving Credit Facility. This default resulted from the
Company's failure to maintain certain financial covenants and ratios under the
Revolving Credit Facility. As of December 15, 1998, the Company had borrowings
under the Revolving Credit Facility of approximately $7.3 million outstanding.
As a result of this technical default, the lenders under the Revolving Credit
Facility can elect to declare all amounts of principal and accrued interest
outstanding under the Revolving Credit Facility immediately due and payable.
Such lenders have not accelerated these outstanding amounts. If such lenders so
accelerate, the Company will then be in technical default under the Indenture.
If such an event were to occur, there can be no assurance that the Company can
cure this default or that the trustee under the Indenture will not accelerate
the Company's outstanding indebtedness (including accrued

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<PAGE> 16

interest) under the Exchange Notes. The Company is currently negotiating with
the lenders under the Revolving Credit Facility for a waiver of the technical
default thereunder. In connection therewith, the Company is requesting a
modification of the financial covenants and ratios under the Revolving Credit
Facility. See "--Ability of the Company to Continue as a Going Concern", "--Risk
Factors--High Level of Indebtedness" and "--Risk Factors--Restrictions Imposed
by Terms of FWT's Indebtedness."

The Company is currently seeking alternative sources of financing.
There can be no assurance that the Company will obtain financing from another
source. If the lenders under the Revolving Credit Facility accelerate the
Company's outstanding amounts thereunder, without alternative financing or
the implementation of another strategy such as selling certain assets,
restructuring or refinancing its indebtedness, or seeking additional equity
capital, the Company will not have the funds to repay such outstanding amounts.
Also, if the trustee under the Indenture then accelerates the Company's
outstanding indebtedness under the Exchange Notes, the Company will not have the
funds to pay such outstanding indebtedness. If the Company were unable to repay
these amounts, the lenders under the Revolving Credit Facility could proceed
against the collateral granted to secure the amounts outstanding under the
Revolving Credit Facility. Substantially all the assets of the Company are
pledged as security under the Revolving Credit Facility. There can be no
assurance that the Company's assets would be sufficient to repay in full these
amounts due to such lenders and the other indebtedness of the Company, including
the Exchange Notes. In addition, in the event of bankruptcy, liquidation or
reorganization of the Company, its assets will be available to pay obligations
on the Exchange Notes only after all Senior Indebtedness (as defined in the
Indenture) has been paid in full. See "--Ability of the Company to Continue as a
Going Concern", "--Risk Factors--High Level of Indebtedness" and "--Risk
Factors-Restrictions Imposed By Terms of FWT's Indebtedness."

The Company has a capital expenditure budget of approximately $3.2
million for the fiscal year ended April 30, 1999, of which approximately $3.0
million was expended during the six month period ended October 31, 1998
primarily for production equipment and site development. The remaining portion
of the Company's capital expenditure budget for the fiscal year ended April 30,
1999 is scheduled to be spent during calendar year 1998 for the purchase and
implementation of computer software to ensure the Company is Year 2000
compliant. If the Company experiences a significant increase in demand for its
products, additional capital expenditures may be required. Even if the Company
resolves the technical default and related issues discussed above, there can be
no assurance that the Company will have adequate resources or financing to
fulfill any such additional capital expenditure requirements.

If the Company's business grows, its equipment and working capital
requirements will also continue to increase. Even if the Company resolves the
technical default and related issues discussed above, there can be no assurance
that the Company will have adequate resources or financing to fulfill any such
equipment or working capital requirements.

INFLATION

Certain of the Company's expenses, such as compensation benefits, raw
materials and equipment repair and replacement, are subject to normal
inflationary pressures. While the Company to date has been able to offset
inflationary cost increases through increased operating efficiencies and price
increases to its customers, there can be no assurance that the Company will be
able to offset any future inflationary cost increases through these or similar
means.

IMPACT OF THE YEAR 2000

The Year 2000 issue is the result of computer programs written using
two digits rather than four digits to define "date" fields. Information systems
have time sensitive operations that, as a result of this data field limitation,
could disrupt activities in the normal business cycle. The Company purchased new
information systems in July 1998 and should complete implementation in the
fourth quarter of calendar year 1998. The new information systems will replace
existing systems and should mitigate the Year 2000 issue with respect to the
Company's information systems. However, if such modifications are not made, or
are not timely completed, the Year 2000 issue could have a material adverse
impact on the results and operations of the Company.

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<PAGE> 17

The Company is currently evaluating all "firmware", which is the
embedded logic chips that drive certain production equipment of the Company, for
Year 2000 compliance. The Company believes the cost, if any, of bringing this
equipment into compliance with the Year 2000 issue will not be significant.
However, if such modifications and conversion, if required, are not made, the
Year 2000 issue could have a material adverse impact on the operations of the
Company.

The Company intends to initiate formal communications with its
significant suppliers to determine the extent to which the Company may be
vulnerable to third party failures to remediate the Year 2000 issue. There can
be no assurance that the systems of third parties, including significant
suppliers of the Company, will be timely converted and that the failure of such
third parties to comply with the Year 2000 issue would not have a material
adverse impact on the operations of the Company.

The Company intends to be Year 2000 compliant by the end of the fiscal
year ended April 30, 1999. The total cost of such Year 2000 compliance,
including conversion to new information systems, modification of "firmware"
applications and communication programs, is estimated to be approximately
$200,000, which the Company believes will be funded by cash flows from
operations. The cost of the various projects and the related completion dates
are based upon management's best estimates, which have been derived from
assumptions regarding future events, including the continued availability of
certain resources, third party modification plans, and other factors. However,
there can be no assurance that these estimates will be achieved and actual
results could differ materially from those estimates.

Because the Company's assessment of and solution implementation for the
Year 2000 issue is still in process, the Company has not yet developed
contingency plans for this issue. Management intends to complete the assessment
of and any contingency plans for the Year 2000 issue during the fiscal year
ended April 30, 1999.

RISK FACTORS

The following factors should be considered carefully in reviewing this
Form 10-Q and qualify in their entirety each forward-looking statement in this
Form 10-Q.

High Level of Indebtedness. In connection with the Exchange Offer, FWT
incurred a significant amount of indebtedness. As of October 31, 1998, FWT's
long-term indebtedness was $105.0 million and its total shareholders' deficit
was approximately $62.9 million. Also, as of October 31, 1998, FWT had
approximately $2.4 million in borrowings under the Revolving Credit Facility and
approximately $13.3 million of additional availability. In addition, in November
1998, the Company borrowed an additional $5.2 million under the Revolving Credit
Facility for the purpose of funding its semi-annual interest payment on the
Exchange Notes. As a matter of course, FWT reviews the covenants in the
Revolving Credit Facility. Based on the Company's financial condition and
results of operations as of October 31, 1998, the Company is in technical
default under the Revolving Credit Facility. This default resulted from the
Company's failure to maintain certain financial covenants and ratios under the
Revolving Credit Facility. As of December 15, 1998, the Company had borrowings
under the Revolving Credit Facility of approximately $7.3 million outstanding.
As a result of this technical default, the lenders under the Revolving Credit
Facility can elect to declare all amounts of principal and accrued interest
outstanding under the Revolving Credit Facility immediately due and payable.
Such lenders have not accelerated these outstanding amounts. If such lenders so
accelerate, the Company will then be in technical default under the Indenture.
If such an event were to occur, there can be no assurance that the Company can
cure this default or that the trustee under the Indenture will not accelerate
the Company's outstanding indebtedness (including accrued interest) under the
Exchange Notes. The Company is currently negotiating with the lenders under the
Revolving Credit Facility for a waiver of this default. In connection therewith,
the Company is requesting a modification of the financial covenants and ratios
under the Revolving Credit Facility.

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deterioration in future periods, (iv) erosion of the Company's relationships
with its primary vendors, thereby resulting in further gross profit
deterioration in future periods, (v) the inability to retain its key personnel,
and (vi) the inability to fully realize the carrying value of certain assets
including, its deferred tax assets, deferred financing costs and capital
equipment.

If the lenders under the Revolving Credit Facility accelerate the
Company's outstanding amounts thereunder and without alternative financing or
the implementation of another strategy such as selling certain assets,
restructuring or refinancing its indebtedness, or seeking additional equity
capital, the Company will not have the funds to repay such outstanding amounts.
Also, if the trustee under the Indenture then accelerates the Company's
outstanding indebtedness under the Exchange Notes, the Company will not have the
funds to pay such outstanding indebtedness. If the Company were unable to repay
these amounts, the lenders under the Revolving Credit Facility could proceed
against the collateral granted to secure the amounts outstanding under the
Revolving Credit Facility. Substantially all the assets of the Company are
pledged as security under the Revolving Credit Facility. There can be no
assurance that the Company's assets would be sufficient to repay in full these
amounts due to such lenders and the other indebtedness of the Company, including
the Exchange Notes. In addition, in the event of bankruptcy, liquidation or
reorganization of the Company, its assets will be available to pay obligations
on the Exchange Notes only after all Senior Indebtedness (as defined in the
Indenture) has been paid in full. See "--Ability of the Company to Continue as a
Going Concern," "--Liquidity and Capital Resources" and "--Risk Factors -
Restrictions Imposed By Terms of FWT's Indebtedness."

The high level of FWT's indebtedness could have important consequences
to holders of the Exchange Notes, including, but not limited to, the following:
(i) a substantial portion of FWT's cash flow from operations must be used to
repay indebtedness and will not be available for other purposes; (ii) FWT's
ability to obtain additional debt financing for working capital, capital
expenditures, acquisitions or other purposes is restricted by the Revolving
Credit Facility and the Indenture; and (iii) FWT's level of indebtedness could
limit its flexibility in reacting to changes in the wireless communications
industry and general economic conditions and its ability to withstand a
prolonged downturn in the wireless communications industry. Management believes
that the wireless communications infrastructure products industry is currently
experiencing an industry-wide decrease in demand for primary wireless
communications infrastructure products. Management believes that this decrease
is due to a slowdown in the build-out programs of the wireless communications
service providers, which are focusing on co-location sites, which already have
these types of products in place, and the consolidation of some of these
providers. Management believes that this slowdown will continue until these
providers resume their build-out programs to previous levels. There can be no
assurance, however, as to when these providers will resume their build-out
programs to previous levels or, if they so resume, will purchase the Company's
products to support their build-out programs. There also can be no assurance
that this slowdown will not cause FWT to further default under the Revolving
Credit Facility or to default under the Indenture or otherwise have a material
adverse effect on FWT's business, financial condition and results of operations.
FWT believes that certain of its competitors currently operate on a less
leveraged basis and have significantly greater operating and financing
flexibility than FWT.

Ability to Service Debt. FWT's ability to pay interest on the Exchange
Notes and to satisfy its other debt obligations will depend upon its future
operating performance. This performance will be affected by the resolution of
the Company's technical default under the Revolving Credit Facility as discussed
above, prevailing economic conditions in the wireless communications
infrastructure products industry and financial, business and other factors,
certain of which are beyond FWT's control. Certain factors that will, if any of
them occur, affect operating performance include, among other things, decreased
demand for FWT's products, loss of market share and prolonged disruption in the
operations at any of FWT's manufacturing facilities. The Company believes that
the wireless communications infrastructure products industry is currently
experiencing an industry-wide decrease in demand for primary wireless
communications infrastructure products and the consolidation of wireless
communication service providers. Management believes that this slowdown will
continue until these providers resume their build-out programs to previous
levels. There can be no assurance, however, as to when these providers will
resume their build-out programs to previous levels or, if they so resume, will
purchase the Company's products to support their build-out programs. If, as a
result of this slowdown or other factors discussed above, FWT is unable to
generate sufficient cash flow from operations to service its indebtedness, it
will be forced to adopt other strategies to service this indebtedness, including
reducing or delaying capital expenditures, selling certain assets, restructuring
or refinancing its indebtedness, or seeking additional equity capital. There can
be no assurance that FWT could implement or effect any of these strategies or,
if implemented or effected, these strategies would be on terms

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satisfactory to FWT. In addition, in the event of bankruptcy, liquidation or
reorganization of FWT, the assets of FWT will be available to pay obligations on
the Exchange Notes only after all Senior Indebtedness (as defined in the
Indenture) has been paid in full. FWT may not have sufficient assets remaining
to pay amounts due on any or all of the Exchange Notes then outstanding. See
"--Ability of the Company to Continue as a Going Concern" and "--Liquidity and
Capital Resources."

Restrictions Imposed by Terms of FWT's Indebtedness. The Indenture
restricts, among other things, FWT's ability to incur additional indebtedness,
incur liens, pay dividends or make certain other restricted payments, consummate
certain asset sales, enter into certain transactions with affiliates, incur
indebtedness that is subordinate in right of payment to any indebtedness and not
subordinated in right of payment to the Exchange Notes, impose restrictions on
the ability of a subsidiary to pay dividends or make certain payments to FWT,
merge or consolidate with any other person, or sell, transfer, lease or
otherwise dispose of all or substantially all of the assets of FWT.

In addition, the Revolving Credit Facility contains other more
restrictive covenants. It prohibits FWT from prepaying its indebtedness
(including the Exchange Notes). It also requires FWT to maintain specified
financial ratios and satisfy certain financial condition tests. FWT's ability to
meet these financial ratios and tests can be affected by events beyond FWT's
control. Currently, FWT is in technical default under the Revolving Credit
Facility due to its failure to maintain certain of these financial covenants and
ratios. See "--Ability of the Company to Continue as a Going Concern,"
"--Liquidity and Capital Resources" and "--Risk Factors - High Level of
Indebtedness."

If FWT obtains a waiver of this default from the lenders under the
Revolving Credit Facility or such lenders otherwise decide not to accelerate
FWT's outstanding indebtedness thereunder and allow FWT to continue to borrow
thereunder, there can be no assurance that FWT will meet these ratios and tests
in the future, especially in light of what management believes to be an
industry-wide decrease in demand for primary wireless communications
infrastructure products. If FWT breaches any of these covenants in the future,
it could again be in default under the Revolving Credit Facility and the
Indenture. If such a default should occur under the Revolving Credit Facility,
the lenders can elect to declare all amounts of principal and accrued interest
outstanding under the Revolving Credit Facility to be immediately due and
payable. If FWT were unable to repay these amounts, the lenders could proceed
against the collateral granted to secure these amounts. If these amounts were
accelerated, there can be no assurance that the assets of FWT would be
sufficient to repay in full these amounts and the other indebtedness of FWT,
including the Exchange Notes. Substantially all the assets of FWT are pledged as
security under the Revolving Credit Facility. See "--Liquidity and Capital
Resources" and "--Risk Factors--High Level of Indebtedness."

Dependence on Wireless Communications Industry. FWT's business depends
upon the capital expenditures of wireless communications service providers,
which, in turn, depend upon the current and anticipated market demand for
wireless communications. The wireless communications industry may experience
downturns, which may result in a decrease in these service providers' demand for
capital equipment, including antenna support structures. Management believes the
wireless communications infrastructure products industry is currently
experiencing an industry-wide decrease in demand for primary wireless
communications infrastructure products and the consolidation of wireless
communication service providers. Management further believes that this slowdown
will continue until these providers resume their build-out programs to previous
levels. There can be no assurance, however, as to when these providers will
resume their build-out programs to previous levels or, if they so resume, will
purchase the Company's products to support their build-out programs. There also
can be no assurance that this slowdown will end in the near future or that the
wireless communications industry will not experience other severe and prolonged
downturns in the future. Any significant decrease in the level of capital
expenditures by the wireless communications industry could have a material
adverse effect on FWT's business, financial condition and results of operations.

Concentration of Customers. During the three month period ended October
31, 1998, sales to Nextel Communications and Electric Lightwave, Inc. accounted
for approximately 40.6% and 11.4%, respectively, of FWT's sales. As the wireless
communications industry continues to consolidate or customers seek to establish
close relationships with their suppliers, FWT expects that its customer base
will continue to concentrate. If, for any reason, any of FWT's key customers
were to purchase significantly less of FWT's products in the future, this
decreased level of purchases could have a material adverse effect on FWT's
business, financial condition and results of operations. Management believes
that sales to FWT's largest customer may be significantly reduced in the

17
<PAGE> 20

foreseeable future. The decreased construction activities of this customer could
significantly adversely impact FWT's sales. Management believes that sales
during the six month period ended April 30, 1999 may be significantly lower
than sales during the six month period ended April 30, 1998. There can be no
assurance that FWT's largest customer will resume or increase its construction
activities or, if it so resumes or increases, will purchase FWT's products to
support its construction activities. See "--Results of Operations" and "--Risk
Factors--Dependence on Wireless Communications Industry."

Availability of Wireless Communications Services. Most of FWT's sales
are derived from sales of antenna support structures and related shelters for
wireless communications networks. Accordingly, FWT's future success depends in
large part on the continued growth and increased availability of cellular and
other wireless communications services, including PCS, both domestically and
internationally. There can be no assurance that either subscriber use of these
services or the implementation of these services will continue to grow, or that
such factors will create demand for FWT's products. FWT believes that continued
growth in wireless communications services depends on significant reductions in
infrastructure capital equipment cost per subscriber, corresponding reductions
in prices of these services and the wireless communications industry's ability
to obtain the permits, licenses and zoning relief necessary for wireless
communications networks. While, in the U.S., the Federal Communications
Commission has adopted regulations that require local phone companies to reduce
their rates charged to cellular carriers for connecting to their wireline
networks, management anticipates that wireless service rates will remain higher
than rates charged by traditional wireline companies. The growth of wireless
communications services depends on developed countries, such as the U.S.,
allowing service providers to continue to deploy new networks and less-developed
countries deploying wireless infrastructures. Foreign countries or local
government authorities may not construct wireless communications systems, may
place moratoriums on building base stations or may terminate or delay
construction of these systems for a variety of reasons, including environmental
issues, public resistance to tower construction, political unrest, economic
downturns, the availability of favorable pricing for other communications
services, the availability and cost of related equipment or other delays in the
implementation of these systems. If these foreign countries or authorities so
act, the demand for FWT's products will be similarly reduced or delayed, which
would materially adversely affect FWT's business, financial condition and
results of operations. See "--Risk Factors--Risks Associated with International
Sales," "--Risk Factors--Dependence on Permits, Licenses and Zoning."

Fluctuations in Quarterly Results. FWT experiences, and expects to
continue to experience, significant fluctuations in sales and operating results
from quarter to quarter. Typically, the most significant fluctuations fall in
the fourth and first quarters of the calendar year, which approximately
correspond to the third and fourth quarters of FWT's fiscal year. Quarterly
results fluctuate due to numerous factors, any of which could have a material
adverse effect on FWT's business, results of operations and financial condition.
In particular, FWT's quarterly results vary due to, among other things, the
following factors: (i) the timing, cancellation, or rescheduling of customer
orders and shipments; (ii) variations in manufacturing capacities; (iii)
efficiencies and costs; (iv) the availability and cost of components; (v)
capacity and production limits of single source component suppliers; (vi)
changes in the mix of products having differing gross margins; (vii) customer
service expenses; and (viii) changes in average sales prices. In addition, these
quarterly results are affected by competitive factors, including pricing,
availability and demand for FWT's products. FWT has fixed expenses that are
difficult to reduce in a short period of time. If FWT's sales do not meet its
expectations, these fixed expenses would exacerbate the effect of this shortfall
in sales. Furthermore, if FWT or its competitors announce any new products and
technologies, these announcements could cause customers to defer purchases of
FWT's products. See "--Risk Factors--Concentration of Customers" and "--Risk
Factors--Dependence on Customer Satisfaction." Historically, the following
factors have negatively affected FWT's quarterly results: order deferrals and
cancellations by FWT's customers, declining average sales prices, changes in the
mix of products sold, and longer than anticipated sales cycles for FWT's
products. There can be no assurance that FWT's quarterly results of operations
will not be similarly adversely affected in the future.

Due to these factors, FWT believes that period-to-period comparisons of
its operating results are not necessarily meaningful, and that these comparisons
cannot be relied upon as indicators of future performance. There can be no
assurance that FWT will maintain its current profitability in the future or that
future revenues and operating results will not be below the expectations of
management, public market analysts and investors. In any of these cases, FWT
could be materially adversely affected. See "--Results of Operations," "--Risk
Factors--Dependence on Wireless Communications Industry" and "--Risk
Factors--Concentration of Customers."

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<PAGE> 21

Dependence on Customer Satisfaction. FWT depends, in large part, on its
ability to maintain a high level of customer satisfaction. From time to time,
however, FWT receives customer complaints regarding delays in shipments or the
quality of its products and services. While FWT works to resolve all such
customer complaints to the satisfaction of all parties, there can be no
assurance that any customer will continue to purchase FWT's products.

Manufacturing Capacity Constraints. FWT's success will depend, in part,
upon its ability to increase production on a timely basis and maintain product
quality and per unit production costs. Manufacturers often encounter
difficulties in increasing production, including delays, quality control and
shortages of qualified personnel. As FWT increases production, it must increase
its manufacturing capacity.

FWT has experienced in the past, and may experience in the future,
delays in fulfilling orders for certain products due to limits on its production
capacity. If FWT experiences significant delays in fulfilling orders over an
extended period, it would damage customer relations. This damage would
materially adversely affect FWT's business, financial condition and results of
operations. FWT bases its production schedules for each of its products on
orders for such products. FWT has only limited ability to modify short-term
production schedules. If demand for any of its products were to significantly
increase, FWT may not, on a short-term basis, fully satisfy this demand. FWT's
ability to estimate demand may be less precise during periods of rapid growth or
with respect to new products. If FWT fails to forecast its requirements
accurately, then FWT could experience inventory shortages or surpluses, which
could have a material adverse effect on FWT's results of operations and lead to
fluctuations in quarterly results.

Growth Opportunities. Although management believes that FWT has
opportunities to grow through either acquisitions of related businesses or
entering into strategic alliances, there can be no assurance that FWT will be
able to identify appropriate acquisitions or alliance opportunities on terms
acceptable to FWT. Furthermore, FWT may identify appropriate acquisitions or
alliances but may be unable to consummate these transactions due to its
financial condition. Finally, certain provisions of the Revolving Credit
Facility or the Indenture may limit FWT's ability to effect acquisitions or
enter into alliances. See "--Restrictions Imposed by Terms of FWT's
Indebtedness."

Management of Growth. FWT has historically undergone a period of
significant growth, and any future expansion may significantly strain its
management, financial and other resources. If FWT undergoes any future growth,
FWT must attract and retain highly qualified personnel. FWT may experience
difficulties in hiring personnel. FWT believes that, to manage growth, it must
improve management and operational controls and operational, financial and
management information systems. FWT currently plans to improve its information
systems. There can be no assurance that these improvements, along with the
existing systems, will produce the desired efficiencies or that other
improvements will not be needed. If FWT fails to implement these improvements,
such failure could have a material adverse effect on FWT's business, financial
condition and results of operations.

Competition. The wireless communications infrastructure products
industry is highly competitive. FWT faces substantial competition from
established competitors in each of the markets it serves. Some of these
competitors have greater financial, engineering, manufacturing and marketing
resources than FWT. FWT's competitors in each product area can be expected to
continue to improve the design of their products, to introduce new products with
competitive prices and performance characteristics, and to improve customer
satisfaction. There can be no assurance that competitive pressures will not
necessitate price reductions, which could adversely affect FWT's operating
results. Although FWT believes that it has certain advantages over its
competitors, it must maintain a continued high level of investment in sales,
marketing and other services to keep these advantages. There can be no assurance
that FWT will have sufficient resources to continue to make these investments or
that FWT will be able to maintain the competitive advantages it currently
enjoys. Management believes that FWT's debt service constraints is used as a
competitive advantage by the other manufacturers of wireless communication
infrastructure products.

Risks Associated With International Sales. International sales
accounted for 16.8% of FWT's sales for the three month period ended October 31,
1998. FWT anticipates that international sales will continue to account for a
portion of its sales in the future. International sales are subject to certain
risks, including unexpected changes in exchange rates, regulatory requirements,
currency controls, tariffs and other market barriers, political and economic
instability, potentially adverse tax consequences, natural disasters, outbreaks
of hostilities, difficulties in collecting accounts receivable, extended payment
terms, difficulties in managing foreign sales representatives, and difficulties

19
<PAGE> 22

in staffing and managing foreign branch operations. Currently, FWT's
international sales are denominated in U.S. dollars. FWT's sales to
international customers may be affected by fluctuations in the U.S. dollar,
which could increase the sales price in local currencies of FWT's products. FWT
is also subject to the risks associated with the imposition of legislation and
import and export regulations. FWT cannot predict whether in the future the U.S.
or other countries will impose tariffs, quotas, duties, taxes or other changes
or restrictions upon the import or export of FWT's products. In addition, the
laws of certain countries in which FWT's products are or may be sold may not
provide FWT the same degree of protection over its products and intellectual
property rights as the laws of the U.S. There can be no assurance that these
factors will not have a material adverse effect on FWT's business, financial
condition and results of operations.

Dependence on Suppliers. FWT obtains certain components used in its
products from a single supplier or a limited group of suppliers. FWT's reliance
on these limited suppliers involves several risks, including being unable to
obtain an adequate supply of required components in a timely manner, price
increases and quality of components. Although FWT seeks to reduce its dependence
on these limited suppliers, if FWT loses any of these suppliers or if any of
these suppliers cannot otherwise supply their products, such loss could have at
least a temporary material adverse effect on FWT's results of operations and
damage customer relationships. Further, a significant increase in the price of
one or more of these components could materially adversely affect FWT's results
of operations.

FWT relies on Delta Steel as its sole source for braking and shaping
the steel for Monopoles. While FWT believes that its contract with Delta Steel
is adequate to supply its foreseeable needs, there can be no assurance that
Delta Steel will adequately or fully perform its obligations or that Delta Steel
will not experience a partial or complete loss of the equipment necessary to
perform its obligations. If Delta Steel were to fail to adequately or fully
perform its obligations, this failure would have a material adverse effect on
FWT's business, financial condition and results of operations.

Availability and Price of Steel and Zinc. FWT's principal raw materials
are steel and zinc. Its ability to continue to acquire steel and zinc on
favorable terms may be adversely affected by factors beyond its control. Because
steel and zinc constitute a substantial portion of FWT's cost of goods sold any
increase in the price of these materials could have a material adverse effect on
FWT's profit margin. There can be no assurance that FWT will be successful in
passing along any of these cost increases to its customers.

Risks Associated With Two Manufacturing Facilities. FWT produces all of
its products in two manufacturing facilities located in Texas. As a result, any
prolonged disruption in the operations at either of FWT's manufacturing
facilities, whether due to labor difficulties, destruction of or damage to a
facility or other reasons, could have a material adverse effect on FWT's
financial condition or results of operations.

Dependence on Key Personnel. FWT's success depends to a significant
degree upon the continued contributions of key management, engineering, sales
and marketing, customer support and finance and manufacturing personnel, certain
of whom would be difficult to replace. The loss of the services of certain of
these key personnel could have a material adverse effect on FWT. There can be no
assurance that FWT will continue to have available the services of such
personnel. FWT has entered into employment agreements with members of its senior
management team. In addition, FWT believes that its success depends on its
ability to attract and retain additional qualified employees and that the
failure to recruit such other skilled personnel could have a material adverse
effect on it.

Dependence on Permits, Licenses and Zoning. FWT's success will depend
on the ability of the wireless communications infrastructure products industry
to obtain the permits, licenses and zoning relief necessary to grow the wireless
communications networks. This industry often encounters significant public
resistance when it attempts to obtain these necessary permits, licenses and
zoning relief. There can be no assurance that this industry can obtain such
numbers of permits, licenses and zoning changes to continue growing the wireless
communications networks. If this industry fails to obtain such permits, licenses
and zoning relief, this failure would have a material adverse effect on FWT's
business, financial condition and results of operations.

Decreased Demand for Company's Products. FWT's success will depend on
continuing demand for its products. Certain factors could significantly reduce
or even eliminate this demand, including technological advancements, public
resistance to infrastructure build-out, alternatives such as non-tower or pole
mounts, and the

20
<PAGE> 23

possible linking of adverse health consequences to wireless communication
devices. If demand for FWT's products decreases, this decrease would have a
material adverse effect on FWT's business, financial condition and results of
operations. See "--Results of Operations" and "--Risk Factors--Wireless
Communications Industry."

Environmental and Worker Health and Safety Regulations. FWT is subject
to various federal, state, local and foreign environmental laws and regulations.
These environmental laws and regulations relate to the discharge, storage,
treatment, handling and disposal of certain materials, substances and water used
in, or resulting from, FWT's operations and the remediation of contamination
from releases of hazardous substances both at FWT's facilities and at offsite
disposal locations. Laws and regulations relating to workplace safety and worker
health also govern FWT's operations. These laws and regulations govern, among
other things, employee exposure to hazardous substances in the workplace. The
nature of FWT's operations exposes it to the risk of liabilities or claims
related to environmental and workplace health and safety matters. There can be
no assurance that FWT will not incur material costs in connection with these
liabilities or claims.

Based on information currently available, management believes that
FWT's cost to comply with existing environmental and health and safety laws and
regulations (and liability for known environmental conditions) will not have a
material adverse effect on FWT's business, financial condition or results of
operations. However, management cannot predict what environmental or health and
safety legislation or regulations will be enacted in the future or how existing
or future laws or regulations will be enforced, administered or interpreted.
Management also cannot predict the amount of future expenditures that FWT must
incur to comply with these environmental or health and safety laws or
regulations or the response to environmental claims.

Controlling Shareholders. As a result of the Transactions, FWT
Acquisition, Inc., a wholly-owned subsidiary of Baker, holds approximately 80.0%
of FWT's outstanding Common Stock. Therefore, Baker has the power to control all
matters submitted to the shareholders of FWT, to elect a majority of the
directors of FWT and to exercise control over the business, policies and affairs
of FWT. The interests of Baker as an equity holder may differ from the interests
of holders of the Exchange Notes.

Ability to Purchase Notes Upon a Change of Control. FWT would use
available cash or cash generated from operations or other sources, including
borrowings, sales of assets, sales of equity, or funds provided by a new
controlling person, to repurchase Exchange Notes as required due to a Change of
Control (as defined in the Indenture). Further, a Change of Control will likely
trigger an event of default under the Revolving Credit Facility, which would
permit the lenders to accelerate the outstanding debt under the Revolving Credit
Facility. There can be no assurance that FWT will have sufficient funds at the
time of any Change of Control to make any required repurchases of Exchange Notes
tendered and to repay outstanding debt under the Revolving Credit Facility. Any
future credit agreements or other agreements relating to secured indebtedness to
which FWT may become a party may contain similar restrictions and provisions.

Risks Associated With Fraudulent Conveyance Liability. In connection
with the Transactions, FWT has incurred substantial indebtedness, including the
indebtedness under the Exchange Notes and the Revolving Credit Facility. Under
federal and state fraudulent conveyance statutes in a bankruptcy, reorganization
or rehabilitation case or similar proceeding or a lawsuit by unpaid creditors of
FWT, under certain circumstances as found by a court, such court could avoid or
subordinate the Exchange Notes to presently existing and future indebtedness of
FWT and take other action detrimental to the holders of the Exchange Notes,
including invalidating the Exchange Notes. These circumstances include the
findings that, at the time the Former Notes were issued, (i) FWT issued the
Former Notes to hinder, delay or defraud current or future creditors or (ii) (A)
FWT received less than reasonably equivalent value or fair consideration for
issuing the Former Notes and (B) FWT, (1) was insolvent or was rendered
insolvent by reason of the Transactions, (2) was engaged, or about to engage, in
a business or transaction for which its assets constituted unreasonably small
capital, (3) intended to incur, or believed that it would incur, debts beyond
its ability to pay as such debts matured (as all of the foregoing terms are
defined in or interpreted under such fraudulent conveyance statutes) or (4) was
a defendant in an action for money damages, or had a judgment for money damages
docketed against it (if, in either case, after final judgment, the judgment is
unsatisfied).

The measure of insolvency for purposes of the foregoing considerations
will vary depending upon the federal or local law that is being applied in any
such proceeding. Generally, however, FWT would be considered insolvent if, at
the time it incurs the indebtedness constituting the Former Notes, either (i)
the fair market value (or

21
<PAGE> 24

fair saleable value) of its assets is less than the amount required to pay its
total existing debts and liabilities (including the probable liability on
contingent liabilities) as they become absolute and mature or (ii) it is
incurring debts beyond its ability to pay as such debts mature.

Management believes that at the time FWT issued the Former Notes, FWT
(i) (A) was neither insolvent nor was rendered insolvent thereby, (B) had
sufficient capital to operate its business effectively and (C) was incurring
debts within its ability to pay as the same mature or become due and (ii) had
sufficient resources to satisfy any probable money judgment against it in any
pending action. In reaching the foregoing conclusions, management relied on its
analysis of internal cash flow projections and estimated values of assets and
liabilities of FWT. There can be no assurance, however, that this analysis will
prove to be correct or that a court passing on such questions would reach the
same conclusions.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is from time to time involved in ordinary litigation
incidental to the conduct of its business. Management believes that none of the
Company's pending litigation will have a material adverse effect on the
Company's business, financial condition or results of operations.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Based on the Company's financial condition as of October 31, 1998, the
Company is in technical default under that certain Credit Agreement, dated
November 12, 1997, by and among the Company, Bankers Trust Company and BT
Commercial Corporation (as amended, the "Revolving Credit Facility"). This
technical default resulted from the Company's failure to maintain certain
financial covenants and ratios under the Revolving Credit Facility. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Ability of the Company to Continue as a Going Concern," "--Liquidity
and Capital Resources," and "--Risk Factors--High Level of Indebtedness" which
are incorporated by reference into this Item 3.

ITEM 5. OTHER INFORMATION.

EMPLOYMENT AGREEMENT

The Company entered into an employment agreement with William R. Estill
(the "Estill Agreement"), effective as of July 1, 1998. The term of the Estill
Agreement will expire on June 30, 2001 (the "Expiration Date"). The Estill
Agreement will terminate before the Expiration Date upon his death, disability,
or termination for Cause (which is defined in the Estill Agreement as, among
other things, commission by the employee of a felony or embezzlement or
fraudulent conduct by the employee). Under the Estill Agreement, Mr. Estill will
receive, among other things, (i) an annual base salary of $150,000, (ii) an
annual bonus of a percentage of his annual base salary, which such percentage
shall be based on the extent to which the Company achieves or exceeds certain
performance thresholds (as set by the Compensation Committee), and (iii) other
benefits as described in the Estill Agreement. The Estill Agreement provides
for, among other things, director and officer indemnification and insurance and
contains non-competition and confidentiality provisions.

RESIGNATION OF MR. STANDLEY FROM THE BOARD

On December 21, 1998, Mr. Douglas A. Standley notified the Company's
board of directors (the "Board") in writing of his resignation from the Board.
As of the date of this Form 10-Q, Mr. Standley remains as the Chief Executive
Officer and President of the Company.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

6 (a) Exhibits:

<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
NUMBER -------------------------------------------------------------------------------------
------
<S> <C> <C>
1.1 Purchase Agreement dated November 12, 1997, by and among the Company, BT Alex. Brown
Incorporated, SBC Warburg Dillon Read Inc. and Smith Barney Inc.*

3.1 Restated Articles of Incorporation of the Company.**

3.2 Bylaws of the Company (as amended effective as of April 24, 1998).**

4.1 Indenture dated as of November 15, 1997, by and between the
Company, as Issuer, the guarantors identified therein, and Norwest
Bank Minnesota, N.A., as Trustee.*
</TABLE>

22
<PAGE> 25

<TABLE>
<S> <C> <C>
4.2 Registration Rights Agreement dated November 15, 1997, by and among the Company, BT Alex.
Brown Incorporated, SBC Warburg Dillon Read Inc. and Smith Barney Inc.*

4.3 Registration Rights Agreement dated November 12, 1997, by and among FWT, Inc., Roy J.
Moore, Thomas F. "Fred" Moore, Carl R. Moore and FWT Acquisition, Inc.*

4.4 Form of Exchange Note (included in Exhibit 4.1).*

10.1 Stock Purchase and Redemption Agreement dated November 12, 1997, by and among the
Company, FWT Acquisition, Inc. and T.W. Moore, Betty Moore, Carl Moore, Fred Moore and Roy J. Moore.*

10.2 General Supply Agreement, dated as of September 1, 1997, between the Company and AT&T
Wireless Services, Inc.*

10.3 Cooperative Production Agreement dated March 10, 1997 between the Company and Delta Steel,
Inc.*

10.4 Transportation Contract dated March 26, 1997 between the Company and Delta Steel, Inc.*

10.5 Lease Agreement dated February 18, 1997 between the Company and Delta Steel, Inc. covering
property located at 9217 South Freeway, Fort Worth, Texas.*

10.6 Employment Agreement dated November 14, 1997 between the Company and Douglas A. Standley.*
Exhibit A to the Employment Agreement has been filed previously as Exhibit 10.16. *

10.7 Employment Agreement dated November 12, 1997 between the Company and Roy J. Moore.* Exhibit A
to the Employment Agreement has been filed previously as Exhibit 10.12. *

10.8 Employment Agreement dated November 12, 1997 between the Company and Thomas F. Moore.*

10.9 Employment Agreement dated November 12, 1997 between the Company and Carl R. Moore.*

10.10 Shareholders' Agreement dated November 12, 1997 by and among the Company, Carl R. Moore, Thomas
F. Moore, Roy J. Moore, and for certain limited purposes, Baker Communications Fund, L.P.*

10.11 Credit Agreement dated November 12, 1997 by and among the Company, Bankers Trust Company and BT
Commercial Corporation.*

10.12 Stock Appreciation Rights Agreement dated November 12, 1997 between FWT, Inc. and Roy J. Moore.*

10.13 Financial Advisory Agreement dated November 12, 1997 between the Company and Baker Capital Corp.*

10.14 First Amendment to Credit Agreement dated February 11, 1998 by and among the Company, Bankers
Trust Company and BT Commercial Corporation.*

10.15 Voluntary Retirement Agreement dated February 27, 1998 between the Company and Thomas F. Moore.*

10.16 Stock Appreciation Rights Agreement dated November 14, 1997 between FWT, Inc. and Douglas A.
Standley.*

10.17 Collateral Account Agreement dated as of November 12, 1997 by and between the Company and BT
Commercial Corporation.*

10.18 Blocked Account Agreement dated as of November 12, 1997 by and between the Company and BT
Commercial Corporation.*

10.19 Non-offset Agreement dated November 10, 1997 by and between the Company and BT Commercial
Corporation.*

10.20 Lockbox Agreement dated as of November 12, 1997 by and among the Company, BT Commercial
Corporation and Bank One Texas, N.A.*

10.21 Company Security Agreement dated as of November 12, 1997 by and between the Company and BT
Commercial Corporation.*

10.22 Company Pledge Agreement dated as of November 12, 1997 by and between the Company and BT
Commercial Corporation.*

10.23 Company Trademark Collateral Security Agreement dated as of November 12, 1997 by and between
the Company and BT Commercial Corporation.*
</TABLE>

23
<PAGE> 26

10.24 Company Patent Collateral Assignment and Security Agreement dated as of November 12, 1997 by
and between the Company and BT Commercial Corporation. *

10.25 Intercreditor and Collateral Agency Agreement dated as of November 10, 1997 by and among the
Company, BT Commercial Corporation and Bankers Trust Company. *

10.26 Office Lease dated December 23, 1997 by and between Dorbet, Inc. as landlord and FWT, Inc. as
tenant.***

10.27 Memorandum of Understanding dated June 30, 1998 between the Company and Delta Steel, Inc.***

10.28 Letter dated December 18, 1998 from BT Commercial Corporation to the Company regarding a
short-term alternative lending arrangement.

10.29 Employment Agreement, effective as of July 1, 1998, between the Company and William R.
Estill.

27.1 Financial Data Schedule.
</TABLE>

- ----------
* Incorporated by reference. Previously filed as an Exhibit to the Company's
Registration Statement on Form S-4 (Registration No. 333-44273).

** Incorporated by reference. Previously filed as an Exhibit to the Company's
Form 10-Q for the quarterly period ended January 31, 1998 filed on April 27,
1998.

*** Incorporated by reference. Previously filed as an Exhibit to the Company's
Form 10-K for the annual period ended April 30, 1998 filed on July 29, 1998.

6(b) Reports on form 8-K:
Not applicable.

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<PAGE> 27

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

FWT, INC.

By: /s/ WILLIAM R. ESTILL
---------------------------------------
William R. Estill

Vice President of Finance (duly
authorized officer of the registrant
and principal financial officer
and principal accounting officer)
December 21, 1998

25
<PAGE> 28

EXHIBIT INDEX

3.1 Restated Articles of Incorporation of the Company.**

3.2 Bylaws of the Company (as amended effective as of April 24, 1998).**

4.1 Indenture dated as of November 15, 1997, by and between the Company, as Issuer, the guarantors
identified therein, and Norwest Bank Minnesota, N.A., as Trustee.*

4.2 Registration Rights Agreement dated November 15, 1997, by and among the Company, BT Alex.
Brown Incorporated, SBC Warburg Dillon Read Inc. and Smith Barney Inc.*

4.3 Registration Rights Agreement dated November 12, 1997, by and among FWT, Inc., Roy J. Moore,
Thomas F. "Fred" Moore, Carl R. Moore and FWT Acquisition, Inc.*

4.4 Form of Exchange Note (included in Exhibit 4.1).*

10.1 Stock Purchase and Redemption Agreement dated November 12, 1997, by and among the Company, FWT
Acquisition, Inc. and T.W. Moore, Betty Moore, Carl Moore, Fred Moore and Roy J. Moore.*

10.2 General Supply Agreement, dated as of September 1, 1997, between the Company and AT&T Wireless
Services, Inc.*

10.3 Cooperative Production Agreement dated March 10, 1997 between the Company and Delta Steel, Inc.*

10.4 Transportation Contract dated March 26, 1997 between the Company and Delta Steel, Inc.*

10.5 Lease Agreement dated February 18, 1997 between the Company and Delta Steel, Inc. covering
property located at 9217 South Freeway, Fort Worth, Texas.*

10.6 Employment Agreement dated November 14, 1997 between the Company and Douglas A. Standley.*
Exhibit A to the Employment Agreement has been filed previously as Exhibit 10.16.*

10.7 Employment Agreement dated November 12, 1997 between the Company and Roy J. Moore.* Exhibit A
to the Employment Agreement has been filed previously as Exhibit 10.12.*