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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED): MARCH 19, 1998
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FWT, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 75-1040743
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(STATE OF OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
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(COMMISSION FILE NUMBER)
1901 EAST LOOP 820 SOUTH, FORT WORTH, TEXAS 76112-7899
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (817) 457-3060
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Item 5. Other Events
On March 19, 1998, FWT, Inc. ("Company") announced that, for the nine months
ended January 31, 1998, it had recorded net income of $4.2 million on sales of
$58 million, as compared with net income of $9 million on sales of $49.3
million for the comparable nine month 1997 period. The Company also reported a
net loss of $1.1 million for the three months ended January 31, 1998, on sales
of $20.7 million. For the comparable 1997 period, net income was $3.6 million
on sales of $22.2 million.
The Company also announced that Roy J. Moore had been named Vice Chairman and
Douglas A. Standley had been named President and Chief Executive Officer of the
Company. Previously, Mr. Moore had served as President and Chief Executive
Officer and Mr. Standley had served as Chief Operations Officer and President,
Ft. Worth Division, of the Company.
A copy of the press release is filed herewith as Exhibit 99.1.
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Item 7. Financial Statements and Exhibits
Exhibit 99.1 Press Release, dated March 19, 1998.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: March 24, 1998
FWT, INC.
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(REGISTRANT)
BY: /s/ DOUGLAS A. STANDLEY
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NAME: DOUGLAS A. STANDLEY
TITLE: PRESIDENT AND CHIEF EXECUTIVE OFFICER
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
99.1 Press Release, dated March 19, 1998
</TABLE>
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Exhibit 99.1
FWT Reports Third Quarter Results; Announces Management Realignment Aimed at
Addressing Changing Telecommunications Industry Needs
FORT WORTH, Texas, March 19 /PRNewswire/ -- FWT, Inc., a provider of
wireless communication infrastructure products, said today that, for the nine
months ended January 31, 1998, the Company had net income of $4.2 million on
sales of $58 million. This compares with net income of $9 million on sales of
$49.3 million for the comparable nine month 1997 period. The Company reported a
net loss of $1.1 million for the three months ended January 31, 1998, on sales
of $20.7 million. For the comparable 1997 period, net income was $3.6 million
on sales of $22.2 million.
The Company said that the net loss was partially attributable to increased
interest expense related to its outstanding 9-7/8% senior subordinated notes
due 2007 and a write off of $1.5 million in deferred financing costs associated
with the senior credit facility used to finance the initial acquisition of FWT.
The Company said that the decrease in revenue for the current quarter is
attributable primarily to a decrease in demand for monopoles and monopole
products, as a result of changes in the telecommunications environment.
At the same time, it was announced that Roy J. Moore has been named to the
newly created position of vice chairman, and that Douglas A. Standley has been
named president and chief executive officer of the Company. In his new
position, Mr. Moore will be responsible for accelerating the development of
strategic marketing opportunities. Mr. Standley will have primary
responsibility for operations.
According to Mr. Standley, "Over the course of the past several months, it
has become clear to us that the future of the business lies in customer-driven
marketing and the efficiency of operations. With the recent changes in the
industry, FWT is positioning itself to meet the changing expectations and
demands of its customers."
The Company's strategy, he added, is "to take a balanced approach,
focusing on marketing and sales solutions while improving operating
efficiencies." Since joining the Company in November 1997, Mr. Standley has
implemented:
* A 22% workforce reduction.
* The development of quality systems that will lead to ISO 9000
certification later this year.
* A 50% reduction in the Company's manufacturing lead time.
Mr. Standley said that there has been an apparent change in the market for
telecommunications products such as monopoles and towers, and as a result, the
Company has begun to see a push out of customer orders that affects the timing
of site development.
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"The impact of these changes at the present time is uncertain. In some
instances, we are seeing that the emergence of "build-to-suit" services has
resulted in customers delaying capital expenditures and the construction of
cell-site locations," he said. "The organizational changes we are announcing
today will allow management to address these apparent changes while we focus on
improving our own operational efficiency and productivity."
Mr. Standley joined FWT, Inc. in November 1997 as chief operations officer
and president of the Fort Worth Division. Prior to joining the Company, he was
a director of Synergetics, an international management consulting company,
specializing in corporate turnaround, business integration, production planning
and process implementation.
Mr. Moore has been with the Company since 1991. Before being named
president and chief executive officer in November 1997, he served as vice
president of marketing and sales. Prior to joining the Company he was with the
MAC Group, a general management consulting firm, where he worked on projects in
the computer and communications industries with companies such as AT&T,
Southwestern Bell, Bell Atlantic, Pacific Telesis, British Telecom and Apple
Computer.
FWT, Inc. employs 335 in two Fort Worth locations. The Company recently
commenced an offer to its bondholders to exchange $105 million of restricted
9-7/8% senior subordinated notes due 2007 for 9-7/8% senior subordinated notes
due 2007 that can be freely traded in the public markets.
Forward-looking statements herein are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements can generally be identified as such because the
context of the statement will include words such as the Company "believes,"
"expects," "anticipates," or words of similar import. Similarly, statements
that describe the Company's future plans, objectives, estimates or goals are
forward-looking statements. There are certain important factors that could
cause results to differ materially from those anticipated by forward-looking
statements made herein. Investors are cautioned that all forward-looking
statements involve risks and uncertainty.
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FWT, Inc.
Income Statement
(000s)
<TABLE>
<CAPTION>
Three Months Ended January 31,
1998 1997
(Dollars in Thousands)
<S> <C> <C>
Sales $ 20,691 $ 22,169
Cost of Sales 14,692 15,337
Selling, general and
administrative expenses 2,874 3,237
Operating Income 3,125 3,595
Interest Expense (a) (2,601) (30)
Other Income 170 154
Income before provision for
income taxes and extraordinary item 694 3,179
Provision for income taxes 255 99
Income before extraordinary item 439 3,620
Extraordinary item (net of taxes) (b) (1,517) --
Net income $ (1,078) $ 3,620
Other Data:
EBITDA $ 3,650 $ 3,871
Depreciation $ 265 $ 122
Ratio of earnings to fixed charges 1.27 124.97
</TABLE>
<TABLE>
<CAPTION>
Nine Months Ended January 31,
1998 1997
(Dollars in Thousands)
<S> <C> <C>
Sales $ 58,040 $ 49,300
Cost of Sales 41,343 34,107
Selling, general and
administrative expenses 8,263 6,179
Operating Income 8,434 9,014
Interest Expense (a) (3,004) (44)
Other Income/(Expense) 697 311
Income before provision for
income taxes and extraordinary item 6,127 9,281
Provision for income taxes 369 232
Income before extraordinary item 5,758 9,049
Extraordinary Item (net of taxes) (b) (1,517) --
Net Income $ 4,241 $ 9,049
Other Data:
EBITDA $ 9,808 $ 9,708
Depreciation $ 677 $ 381
Ratio of earnings to fixed charges 3.04 211.93
</TABLE>
(a) Increase in expense relates to interest on the Outstanding Notes.
(b) Represents the write-off of all deferred financing costs associated with
the Senior Credit Facility. The Senior Credit Facility was paid with the
proceeds from the Initial Offering.
