SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
Form 10-K
(Mark One)
( X ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the Fiscal Year Ended July 31, 1999
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
Commission File No. 0-8190
Williams Industries, Incorporated
(Exact name of Registrant as specified in its charter)
Virginia 54-0899518
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2849 Meadow View Road
Falls Church, Virginia 22042
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(703) 560-5196
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock, $0.10 Par Value
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES (X) NO ( )
Indicate by check mark if disclosure of delinquent filers
pursuant to Rule 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of Registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
Aggregate market value of voting stock held by non-affiliates
of the Registrant, based on last sale price as reported on October
6, 1999.
$13,454,539
Shares outstanding at October 6, 1999 3,587,877
The following document is incorporated herein by reference
thereto in response to the information required by Part III of
this report (information about officers and directors):
Proxy Statement Relating to Annual Meeting to be held
November 13, 1999.
PART I.
Item 1. Business
Williams Industries, Incorporated operates in the commercial,
industrial, institutional, governmental and infrastructure
construction markets, primarily in the Mid-Atlantic region of the
United States. Demand for the Company's manufactured products,
however, is now increasing in areas outside the traditional
business region.
The Company's main lines of business include: steel, precast
concrete and miscellaneous metals erection and installation; crane
rental, heavy and specialized hauling and rigging; fabrication of
welded steel plate girders, rolled steel beams, and light
structural and other metal products; and the sale of insurance,
safety and related services.
The Company is now working to expand its business by taking
advantage of opportunities to increase its market share in
existing geographic areas of business and to further expand its
geographic service areas in these core lines of business. In
addition to achieving the Company's mission, "To be the premier
provider of services to the construction industry in the Eastern
United States," this approach is also designed to enhance the
Company's profitability.
A. General Development of Business
With a history that spans four decades, the subsidiaries of
Williams Industries, Inc. have played an essential role in the
fabrication and construction of much of the nation's
transportation infrastructure as well as in many commercial,
institutional and industrial buildings.
Since Williams Industries, Inc. was established to act as the
parent of two sister companies established earlier, the Company
has had many diverse experiences. From its inception in 1970, the
Company quickly became an industry leader, specializing in steel
erection and the rental of construction equipment.
Through the 1980s, the Company grew through the addition of
subsidiaries and affiliates operating in a wide range of
industrial, commercial, institutional and government construction
markets. By the mid-1980s, the Company had grown from the
original steel erection company to a conglomerate with 27
subsidiaries and affiliates. Debt, however, in excess of $33
million, accompanied this growth. When construction activity
virtually ceased in the Company's market areas in the early 1990s,
restructuring for survival became necessary.
Williams Industries, Inc. is now a much smaller corporation
than the conglomerate of a few years ago, but today's downsized
Company is profitable with a manageable plan for strategic growth.
As one of only a few publicly held construction firms in the
country, Williams Industries, Inc. has a diverse audience of
customers, competitors, investors, and employees.
The core companies, comprised of Construction Insurance
Agency, Greenway Corporation, Piedmont Metal Products, Inc.,
Williams Bridge Company, Williams Equipment Corporation, and
Williams Steel Erection Company, Inc., represent the Company's
business focus for the foreseeable future. These companies, from
an aggregate operating perspective, are working to enhance the on-
going value of Williams Industries, Inc. and to establish a sound
base for future growth.
Their efforts are augmented by the parent holding company,
Williams Industries, Inc., and by the operating entities of
Insurance Risk Management Group, Inc., and WII Realty Management,
Inc. (WIIRM). Each of these companies, including the parent,
provide necessary services for their sister subsidiaries in the
corporation. Insurance Risk Management administers the Company's
safety programs and monitors compliance while WIIRM manages the
Company's real estate, including the leasing of property to
unaffiliated tenants. The parent also sponsors the Company's
Section 401(k) and Section 125 plans for employees.
In addition to focusing on strategic acquisitions and
removing non-revenue producing debt, management is also looking at
increasing gross margins; expansion of market areas within the
core businesses; and further increasing the synergistic efforts of
existing subsidiaries.
B. Financial Information About Industry Segments
The Company's activities are divided into four broad
categories: (1) Construction, which includes industrial,
commercial and governmental construction, and the construction,
repair and rehabilitation of bridges; (2) Manufacturing, which
includes the manufacture of metal products; (3) Sales and
Services, which includes the rental, sale and service of heavy
construction equipment as well as construction services such as
rigging; and (4) Other, which includes insurance agency operations
and parent company transactions with unaffiliated parties.
Financial information about these segments is contained in Note 13
of the Notes to Consolidated Financial Statements. The following
table sets forth the percentage of total revenue attributable to
these categories for the years ended July 31, 1999, 1998 and 1997:
<TABLE>
<CAPTION>
Fiscal Year Ended July 31,
-------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Construction 28% 37% 43%
Manufacturing 49% 35% 32%
Sales and Services 22% 25% 22%
Other 1% 3% 3%
</TABLE>
While the Company's mix of work traditionally varies from
year to year as individual subsidiaries avail themselves of the
best opportunities available in their markets, Fiscal Year 1999 is
believed to be the beginning of a trend in which the Company's
manufacturing subsidiaries will produce a greater percentage of
the Company's revenues for the next several years. Increased
governmental spending on infrastructure, particularly as it
relates to bridge girders, translated into significant increases
in revenue for the Company's manufacturing subsidiaries during
Fiscal Year 1999. It is anticipated that the Company will
continue to benefit from increased governmental spending
throughout the anticipated five year life of the multi-billion
dollar federal Transportation Efficiency Act for the 21st Century
(TEA 21).
C. Narrative Description of Business
1. Construction
The Company specializes in structural steel erection, the
installation of architectural, ornamental and miscellaneous metal
products, and the installation of precast and prestressed concrete
products.
Most labor employed by this segment is obtained in the areas
where the particular project is located. Labor in the
construction segment is primarily open shop. In recent years, due
to an overall trend in the country in which many young people have
decided against careers in the construction industry, there have
been times when the Company experienced some difficulty in finding
sufficient, qualified personnel to meet all commitments without
resorting to extensive overtime with existing personnel. State
approved training and apprenticeship programs are continuing in an
effort to abate and resolve this concern on a long-range basis.
The construction industry, as a whole, has recognized the labor
shortage as a significant problem which must be addressed.
Because of the global nature of the problem, the Company does not
believe it will be more adversely impacted by the problem than
others in the industry.
In its construction segment, the Company requires few raw
materials, such as steel or concrete, since these are generally
furnished by and are the responsibility of the firm that hires the
Company to provide the construction services.
The primary basis on which the Company is awarded
construction contracts is price, since most projects are awarded
on the basis of competitive bidding. While there are numerous
competitors for commercial and industrial construction in the
Company's geographic areas, the Company remains as one of the
larger and more diversified companies in its areas of operations.
Although revenue derived from any particular customer has
fluctuated significantly, in recent years, with the exception of
the year ended July 31, 1998, no single customer in this segment
accounted for more than 10% of consolidated revenue. This was the
case again in the year ended July 31, 1999. However, for the year
ended July 31, 1998, one customer accounted for 10.4% of
consolidated revenue and 23.6% of the construction revenue.
A portion of the Company's work is subject to termination for
convenience clauses in favor of the local, state, or federal
government entities who contracted for the work in which the
Company is involved. The law generally gives local, state, and
federal government entities the right to terminate contracts, for
a variety of reasons, and such rights are made applicable to
government purchasing by operation of law. While the Company
rarely contracts directly with such government entities, such
termination for convenience clauses are incorporated in the
Company's contracts by "flow down" clauses whereby the Company
stands in the shoes of its customers. The Company has not
experienced any such terminations in recent years, and because
the Company is not dependent upon any one customer or project,
management feels that any risk associated with performing work
for governmental entities is minimal.
a. Steel Construction
The Company engages in the installation of structural and
other steel products for a variety of buildings, bridges,
highways, industrial facilities, power generating plants and
other structures.
Most of the Company's steel construction revenue is received
on projects where the Company is a subcontractor to a material
supplier (generally a steel fabricator) or another contractor.
When the Company acts as the steel erection subcontractor, it is
invited to bid by the firm that needs the steel construction
services. Consequently, customer relations are important. From
year to year, a particular customer and/or contract may comprise
a significant portion of the steel construction revenues.
The Company operates its steel erection business primarily
in the Mid-Atlantic region between Baltimore, Maryland and
Norfolk, Virginia.
b. Concrete Construction
The Company erects structural precast and prestressed
concrete for various structures, such as multi-storied parking
facilities and processing facilities, and erects the architectural
concrete facades for buildings. The concrete erection business
is not dependent upon any particular customer.
2. Manufacturing
Products fabricated include steel plate girders used in the
construction of bridges and other projects, and light structural
metal products. In its manufacturing segment, the Company obtains
raw materials from a variety of sources on a competitive basis and
is not dependent on any one source of supply. The Company's
improved financial position and new lines of credit have opened
the doors for the manufacturing subsidiaries to establish
relationships with multiple steel suppliers, resulting in more
competitive prices for raw materials than in prior years.
Facilities in this segment are open shop. Management
believes that its employee relations in this segment are good.
The manufacturing subsidiaries, as is the case in the construction
industry in general, are also struggling to find and retain
qualified employees. A number of innovative programs, several of
which have state support, have been established to hire and train
applicants who meet the necessary criteria for long-term
employment.
Competition in this segment, based on price, quality and
service, is intense. Although revenue derived from any particular
customer of this segment fluctuates significantly, no single
customer normally accounts for more than 10% of consolidated
revenue. However, for the year ended July 31, 1999, one single
customer accounted for 19.9% of the consolidated revenue and 40.8%
of manufacturing revenue. It is not anticipated that this
customer will play that significant a role in the Company's
revenues going forward.
a. Steel Manufacturing
The Company has two plants for the fabrication of steel plate
girders, rolled beams, and other components used in the
construction, repair and rehabilitation of highway bridges and
grade separations.
One of these plants, located in Manassas, Virginia, is a
large heavy plate girder fabrication facility and contains a main
fabrication shop, ancillary shops and offices, totaling
approximately 46,000 square feet, together with rail siding.
The other plant, located on 17 acres in Richmond, Virginia,
is a full service fabrication facility and contains a main
fabrication shop, ancillary shops and offices, totaling
approximately 128,000 square feet.
Both facilities have internal and external handling
equipment, modern fabrication equipment, large storage and
assembly areas and are American Institute of Steel Construction,
Category III, Fracture Critical bridge shops.
All facilities are in good repair and designed for the uses
to which they are applied. Since virtually all production at these
facilities is for specific contracts rather than for inventory or
general sales, utilization can vary from time to time.
b. Light Structural Metal Products
The Company fabricates light structural metal products at a
Company-owned facility on a portion of its 26 acres located in
Bedford, Virginia. During the fiscal year ended July 31, 1999, a
new, 2,800 square foot office building, fabricated primarily by
subsidiary employees, was constructed. This facility will
contain the supporting services for the subsidiary's miscellaneous
and light structural metals shops, which also may be expanded.
The subsidiary also received certification for American Institute
of Steel Construction, Category I, fabrication during the year
ended July 31, 1999. This will allow the subsidiary to bid to a
wider variety of customers, most notably on federal government
projects that are now occurring as a result of the infrastructure
spending mentioned earlier.
3. Sales and Services
The rental and sale of construction equipment and the rigging
and installation of equipment for utility and industrial
facilities is another major component of the Company.
The Company owns or leases a wide variety of construction
equipment and has experienced little difficulty in obtaining
sufficient equipment to perform its contracts.
a. Rigging and Installation of Equipment
Much of the equipment and machinery used by utilities and
other industrial concerns is so cumbersome that its installation
and preparation for use, and to some extent its maintenance,
requires installation equipment and skills not economically
feasible for those users to acquire and maintain. The Company's
construction equipment, personnel and experience are well suited
for such tasks, and the Company contracts for and performs those
services. Since management believes that the demand for these
services, particularly by utilities, is relatively stable
throughout business cycles, it is pursuing the expansion of this
phase of its construction services.
b. Equipment Rental and Sales
The Company requires a wide range of heavy construction
equipment in its construction business, but not all of the
equipment is in use at all times. To maximize its return on
investment in equipment, the Company rents equipment to
unaffiliated parties to the extent possible. Operating margins
from rentals are attractive because the direct cost of renting is
relatively low. As a result, the Company is aggressively
pursuing the expansion of this phase of its business.
The Company's equipment rental companies maintain an
extensive fleet of heavy equipment, including cranes, tractors
and trailers. Because of the Company's maintenance efforts,
management believes the equipment is in good condition and is well
maintained. The Company routinely reviews its equipment fleets to
determine, because of operational, maintenance and safety issues,
whether or not components of its fleet need to be updated or
replaced. Replacements, in recent years, have been by operating
leases rather than direct purchases so that the Company would not
be overextended should the economy not merit current capacities.
4. Other
a. General
Issues of cyclicality and seasonality are prevalent in the
Company's businesses. While management is working to remove as
many variances as possible by diversifying its business
opportunities, all segments of the Company will continue to be
influenced by adverse weather conditions. Historically speaking,
higher revenue typically is recorded in the first (August through
October) and fourth (May through July) fiscal quarters when the
weather conditions tend to be more favorable for construction.
The manufacturing segment normally is not as heavily influenced
by weather concerns except when it comes to shipping product.
Management is not aware of any environmental regulations that
materially impact the Company's capital expenditures, earnings or
competitive position. Compliance with Occupational Safety and
Health Administration (OSHA) requirements may, on occasion,
increase short-term costs (although in the long-term, compliance
may actually reduce costs through workers' compensation savings);
however, since compliance is required industry wide, the Company
is not at a competitive disadvantage, and the costs are built
into the Company's normal bidding procedures.
The Company employs between 250 and 500 employees, many
employed on an hourly basis for specific projects, the actual
number varying with the seasons and timing of contracts. At July
31, 1999, the Company had 344 employees, of which approximately
15 were covered by a collective bargaining agreement. Generally,
management believes that its employee relations are good.
b. Insurance
Liability Coverage
Primary liability coverage for the Company and its
subsidiaries is provided by a policy of insurance with limits of
$1,000,000 per occurrence and a $2,000,000 aggregate. The Company
also carries what is known as an "umbrella" policy which provides
limits of $5,000,000 excess of the primary. The primary policy
has a $10,000 deductible. If additional coverage is required
on a specific project, the Company makes those purchases.
Workers' Compensation Coverage
The Company presently maintains a "loss sensitive" workers'
compensation insurance program, the terms of which are negotiated
by the Company and its long-standing insurance carrier on a year-
to-year basis. The Company accrues workers' compensation
insurance expense based on estimates of its ultimate costs under
the program.
The Company has an aggressive program of safety inspections
and training, striving to be in the forefront of the industry in
providing a safe work place for its workers. However, because of
the dangerous nature of its business, injuries do occur. The
Company maintains highly specialized programs for minimizing
difficulties both for the employees and their families, as well
as for the subsidiary involved.
5. Backlog Disclosure
As of July 31, 1999, the Company's backlog was approximately
$35.9 million, as compared to $21.7 million as of July 31, 1998
and $12.5 million as of July 31, 1997. The Company's backlog of
more than $39 million at April 30, 1999 was the highest it has
been in more than a decade. The increases in the Company's
backlog are due in large measure to the demand for manufactured
product, as discussed elsewhere in this report.
Item 2. Properties
At July 31, 1999, the Company owned approximately 82 acres of
industrial property. Approximately 39 acres are near Manassas,
in Prince William County, Virginia; 17 acres are in Richmond,
Virginia; and 26 acres in Bedford, in Virginia's Piedmont section
between Lynchburg and Roanoke.
During the year ended July 31, 1999, the Company sold
approximately six acres of property in Bedford, Virginia to an
unaffiliated third party for $40,000, resulting in gain of
$24,000.
Item 3. Legal Proceedings
Precision Components Corp.
The Supreme Court of Virginia, on April 16, 1999, entered
judgment in the Company's favor on this old product liability
case. This ends the plaintiffs' appeal of the March 4, 1998
decision by the Circuit Court for the City of Richmond, which was
also in the Company's favor. The ultimate outcome did not have a
material adverse impact on the Company's financial position,
results of operations or cash flows, although legal expenses
were incurred.
General
The Company is party to various other claims arising in the
ordinary course of its business. Generally, claims exposure in
the construction services industry consists of workers'
compensation, personal injury, products' liability and property
damage. The Company believes that its insurance accruals, coupled
with its excess liability coverage, is adequate coverage for such
claims.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted during the fourth quarter of the
fiscal year covered by this report to a vote of security holders.
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters
Williams Industries, Incorporated's common stock trades on
the NASDAQ National Market System under the symbol (WMSI). The
following table sets forth the high and low sales prices for the
periods indicated:
<TABLE>
<CAPTION>
8/1/97 11/1/97 2/1/98 5/1/98
10/31/97 1/31/98 4/30/98 7/31/98
-------- ------- ------- -------
<S> <C> <C> <C>
$8.13 $7.00 $6.63 $5.19
$5.00 $4.63 $3.75 $3.38
</TABLE>
<TABLE>
<CAPTION>
8/1/98 11/1/98 2/1/99 5/1/99
10/31/98 1/31/99 4/30/99 7/31/99
-------- ------- ------- -------
<S> <C> <C> <C>
$4.38 $7.00 $6.00 $4.13
$2.81 $2.50 $3.50 $3.38
</TABLE>
The Company paid no cash dividends during the years ended
July 31, 1999 or 1998. At the current time, the Company's board
believes that the best utilization for cash is in the further
development of its business units. Therefore, it is unlikely
that cash dividends will be paid in the foreseeable future.
Further, certain covenants of the Company's current credit
agreements prohibit cash dividends without the lenders'
permission.
At September 24, 1999, there were 551 holders of record of
the Common Stock and 3,587,877 shares issued and outstanding. The
issued and outstanding number includes 905,697 previously
restricted shares issued in prior years in settlement of some of
the Company's debt. All restrictions from these shares have been
removed and a considerable portion have changed hands during the
year ended July 31, 1999. Detailed information on purchases made
by Company directors is available in the Company proxy materials.
Item 6. Selected Financial Data
The following table sets forth selected financial data for
the Company and is qualified in its entirety by the more detailed
financial statements, related notes thereto, and other statistical
information appearing elsewhere in this report.
<TABLE>
<CAPTION>
SELECTED CONSOLIDATED FINANCIAL DATA
(In millions, except per share data)
1999 1998 1997 1996 1995
---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C>
Statements of Earnings Data:
Revenue:
Construction $ 9.4 $10.8 $14.7 $ 9.3 $13.6
Manufacturing 16.3 10.2 11.0 10.1 10.3
Sales and Services 7.2 7.1 7.7 6.8 6.1
Other Revenue 0.5 0.8 0.9 1.0 1.6
----- ----- ----- ----- -----
Total Revenue $33.4 $28.9 $34.3 $27.2 $31.6
===== ===== ===== ===== =====
Gross Profit:
Construction $ 3.6 $4.2 $ 4.9 $ 3.6 $ 2.4
Manufacturing 5.9 3.1 3.4 3.0 3.9
Sales and Services 3.4 3.4 4.0 2.9 2.8
Other 0.5 0.8 0.9 1.0 1.6
----- ----- ----- ----- ----
Total Gross Profit $13.4 $11.5 $13.2 $10.5 $10.7
===== ====== ===== ===== =====
Other Income: $ 0.1 $ 0.4 $ 0.1 $ 2.5 $ 0.2
Expense:
Overhead $3.7 $3.1 $3.4 $ 3.1 $ 3.0
General and
Administrative 5.7 5.0 5.7 5.3 9.0
Depreciation 1.3 1.2 1.1 1.0 1.2
Interest 0.9 1.2 1.6 1.5 2.3
Income Tax
Provision (Benefit) (1.7) (0.3) (1.7) - -
----- ----- ---- ----- ----
Total Expense $ 9.9 $10.2 $10.1 $10.9 $15.5
===== ===== ===== ===== =====
Earnings (Loss) from
Continuing Operations $ 3.6 $1.7 $ 3.2 $ 2.1 $(4.6)
Equity Loss (Earnings)
and Minority Interest 0.1 (0.8) (0.2) 0.1 -
Gain (Loss) from
Discontinued
Operations - - - - 1.4
Extraordinary Item - (Loss)
Gain on Extinguishment
of Debt (0.2) 0.9 3.2 0.8 6.6
----- ----- ---- ----- ----
Net Earnings $3.5 $1.8 $6.2 $3.0 $3.4
===== ===== ===== ===== =====
Earnings (Loss) Per Share:
From Continuing
Operations $1.02 $0.28 $1.13 $0.84 $(1.82)
From Discontinued
Operations - - - - 0.57
Extraordinary Item (0.05) 0.29 1.20 0.31 2.60
Earnings Per
Share - Basic* $ 0.97 $0.57 $2.33 $1.15 $ 1.35
Balance Sheet Data (at end of
year):
Total Assets--Continuing
Operations $ 32.2 $29.1 $31.5 $28.0 $24.6
Long Term Obligations 7.4 8.4 7.4 5.8 2.9
Total Liabilities 19.4 19.8 24.8 30.2 29.8
Stockholders equity 12.7 9.1 6.5 (2.2) (5.2)
</TABLE>
* No Dividends have been paid on Common Stock during the above
periods.
For purposes of comparison, the Fiscal Year 1995 results
included companies that are not components of the Company going
forward. The results of Fiscal Year 1996, 1997, 1998 and 1999
more accurately reflect the Company's composition going forward.
Additionally, the Company disposed of a number of assets, as
discussed in Note 11 to the Consolidated Financial Statements.
These factors are relevant to any comparisons.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
Although the Company's net earnings for the year ended July 31,
1999 include a substantial income tax benefit explained in Note 8
to the Consolidated Financial Statements, focus should not be on
this exceptional item but on the Company's significant improvement
in revenue, gross profit, and earnings before income taxes, equity
earnings and minority interests for the year when compared to the
year ended July 31, 1998. Increased governmental spending on
infrastructure, particularly as it relates to bridge girders,
translated into significant increases, nearly 60% of revenue, for
the Company's manufacturing subsidiaries during the year. It is
anticipated that the Company will continue to benefit from
increased governmental spending throughout the anticipated five-
year life of the federal Transportation Efficiency Act for the
2lst Century (TEA 21).
In contrast to the burgeoning manufacturing market,
construction revenues declined slightly when compared to prior
year results. This decline was attributed to reduced revenues,
resulting from the delay in start-ups on several projects, at
Williams Steel Erection Company. Each of the construction
subsidiaries, however, operated profitably during the year.
All of the Company's operations will benefit from the parent
organization's conversion of a significant portion of its debt to
a new agreement with United Bank. The agreement, executed during
the third quarter of Fiscal 1999, significantly reduced the
Company's cash flow commitments while simultaneously reducing
interest expense.
Another positive note occurred when the Supreme Court of
Virginia ruled in the Company's favor in relation to an old
lawsuit arising from a product liability claim. With this
verdict, the Company currently is not involved in any legal
contingencies outside the ordinary course of its business. The
Company believes that its insurance accruals, coupled with its
liability coverage, provides adequate coverage for the normal
course of business.
Capital improvements, while most notably occurring in the
manufacturing segment, continue throughout the corporation.
Financing for these improvements continues to be obtained.
Several of the Company's subsidiaries are also expanding their
work force, with the most notable increases occurring at Williams
Bridge Company. Williams Bridge increased its work force by
approximately 25% during the year in order to staff second shifts
at its Manassas and Richmond, Virginia plants.
The Company's fundamental lines of business are conducted
through the subsidiaries of Construction Insurance Agency,
Greenway Corporation, Piedmont Metal Products, Inc., Williams
Bridge Company, Williams Equipment Corporation, and Williams Steel
Erection Company, Inc. These operations, on aggregate, have been
profitable for several years. Going forward, these operations
must produce sufficient aggregate profitable results to sustain
the parent operation and any auxiliary services.
Management continues to work to enhance the on-going value of
Williams Industries Inc., which, in addition to the companies
mentioned above, includes the parent corporation, Insurance Risk
Management Group, Inc., and WII Realty Management, Inc., that
provide services both for the operating companies as well as
outside customers or audiences.
Financial Condition
As of July 31, 1999, stockholder's equity was $12,661,000,
compared to $9,133,000 at July 31, 1998, an increase of nearly
30%. Even stronger evidence of the returning financial strength
of the company can be measured by the fact that shareholder's
equity was measured as a deficiency in net assets of ($2,224,000)
at July 31, 1996.
There was an increase in both current assets and current
liabilities at July 31, 1999. Current assets increased by
approximately $3.4 million from July 31, 1998. This increase is
primarily attributable to the Company's increased manufacturing
workload. The related purchase of raw materials in inventory
represent approximately $1.0 million of the increase. Current
liabilities increased slightly, from approximately $11.4 million
at July 31, 1998 to almost $12 million at July 31, 1999. The
increase is due to increases in accounts payable, related to
inventory increases, and billings in excess of costs and estimated
earnings on uncompleted contracts (see Note 5 of the Notes to
Consolidated Financial Statements for additional information).
The Company established a long-term objective in its current 5-
year business plan that the current ratio be 1.5 or higher. At
July 31, 1999, this ratio was 1.5.
It should be noted that long term debt declined by
approximately $1.0 million as a consequence of the Company's
repayment of debt and the sale/lease back of some of its
equipment. The debt-to-equity section of the business plan
objective was a goal of 0.5 or less. At July 31, 1999, this
ratio was 0.59, compared to 0.92 at July 31, 1998.
The Company has substantial net operating loss carryforwards
("NOLs") for income tax purposes. On an annual basis, as is
reflected in the accompanying Consolidated Statements of Earnings,
the Company evaluates the probability of utilizing additional
portions of its NOLs and to recognize the portion of the benefit
which is more than likely to be realized. The effect of this
process during the past three fiscal years has been to
substantially erase the quarterly tax provisions and to recognize
additional income tax benefits in the results for the fiscal year.
The Company recognized a $1,675,000 net tax benefit for the year
ended July 31, 1999. (See Note 8 to the Consolidated Financial
Statements.)
The Company's improved financial condition has enabled it to
negotiate better terms and conditions on some of its debt
agreements, resulting in improved cash flow and lower interest
rates which will enhance the Company's ability to finance capital
improvements and operational growth.
As of July 31, 1999, the Company is in compliance with all
of its debt covenants.
The combination of all these elements produced the bottom
line results which met management's projections and announced
expectations for the year. Going forward, management intends to
continue following a course that will allow for sustained growth
and profitability while simultaneously enhancing the Company's
financial condition and increasing shareholder value.
Bonding
The Company has a comprehensive bonding program, with $20
million available from Fidelity and Deposit Company of Maryland.
In addition, the Company has in excess of $6 million bonded with
its workers' compensation underwriter. Although the Company's
ability to bond work is more than adequate, the Company has
traditionally relied on its superior reputation to acquire work
and will continue to do so. However, the Company recognizes that,
as it expands its geographic range for providing goods and
services, it will be necessary to provide bonds to clients
unfamiliar with the Company. This is not anticipated to present
a problem going forward.
Liquidity
The Company's operations require significant amounts of
working capital to procure materials for contracts to be performed
over relatively long periods, and for purchases and modifications
of heavy-duty and specialized fabrication equipment. Furthermore,
in accordance with normal payment terms, the Company's customers
often will retain a portion of amounts otherwise payable to the
Company during the course of a project as a guarantee of
completion of that project. To the extent the Company is unable
to receive project payments in the early stages of a project, the
Company's cash flow could be adversely reduced.
As a result of the increased activity discussed elsewhere in
this document, the Company has been using cash to purchase
materials, equipment and other "start-up" costs associated with
manufacturing and construction lead times. Nevertheless, for the
year ended July 31, 1999, operating activities provided net cash
of $336,000 compared to $1,886,000 for the year ended July 31,
1998.
Investing activities also provided cash during the year ended
July 31, 1999. While the Company made $1,320,000 in expenditures
for property, plant and equipment, it had proceeds of $2,270,000
from the sale of other property, plant and equipment items. It
should be noted that the Company continues its previously reported
trend of updating its equipment assets, primarily though operating
leases. Management believes that cost efficient leasing instead
of more traditional buying and/or borrowing offers cash flow and
balance sheet advantages.
Financing activities, however, used net cash as the Company
repaid notes payable of $8,721,000 while only borrowing $7,171,000
in replacement financing, which was obtained at rates favorable to
the Company.
The Company's overall cash and cash equivalents at the July
31, 1999 is slightly less than it was at July 31, 1998. This is
a result of the Company's expanded operations and start-up costs
associated with expanded operations. Management is keeping a
close eye on cash needs to ensure that adequate liquidity is
maintained and that existing lines of credit are used to the
overall best advantage of the corporation.
Going forward, management believes that operations will
generate sufficient cash to fund activities. However, as revenues
increase, it may become necessary to increase the Company's credit
facilities to handle short term cash requirements. Management,
therefore, is focusing on the proper allocation of resources to
ensure stable growth. Certain items that are not easily leased
are being obtained through capitalized loans, which then become
part of the Company's real property.
Operations
The subsidiaries of the Company produced improved aggregate
results for the year ended July 31, 1999 when compared to the year
ended July 31, 1998 due to a combination of events and
circumstances. The mild winter in the Company's traditional
geographic work areas, coupled with increased spending at all
levels of government as well as in the commercial sector, caused
the Company's overall revenues to increase in Fiscal 1999 by
approximately 15 percent from the prior year.
This increase was spread throughout the Company's operating
subsidiaries, but it was most apparent at Williams Bridge Company
where revenues for the year increased by more than 60 percent over
the prior year. Direct costs increased, generally in proportion
to increased revenue, although there were some one-time start-up
costs which caused overall profitability to be slightly lower than
initially anticipated. Improvements in profit margins varied by
subsidiary, but generally costs were in keeping with expectations
and budgets.
Changes in the marketplace also influenced results. During
the quarter ended January 31, 1999, Williams Bridge Company hired
a number of former employees of an out-of-business competitor to
handle the production of the increased backlog. The former
competitor officially ceased operations as of November 1, 1998 and
Williams Bridge took advantage of the opportunity to hire a highly
trained work force. The elimination of this competitor in the
marketplace also has been beneficial to improving overall margins
in bidding.
Williams Bridge Company currently is dealing almost
exclusively with governmental projects, which are increasing as
the states spend money allocated and appropriated from the various
federal infrastructure programs approved by Congress in recent
years. As of April 30, 1999, Williams Bridge Company had the
highest backlog, more than $27 million, in the subsidiary's
history. It is expected that this subsidiary will continue to
benefit from increased government spending directly or indirectly
related to the federal Transportation Efficiency Act for the 21st
Century (TEA21) for several more years.
Williams Steel Erection Company, Greenway Corporation,
Williams Equipment Corporation and Piedmont Metal Products
continue to work for diverse customers in the industrial,
commercial, and governmental markets.
In contrast to recent years, Williams Steel Erection Company
did not have any "mega" projects which traditionally produce
higher profit margins. This is due to a combination of reasons,
including the fact that there are fewer "mega" projects, such as
the technology "chip" plants built by the subsidiary in prior
years, currently being bid. Other factors, such as the desire by
a projects' owner to use union labor, caused the subsidiary to
lose the competition for the remaining "mega" projects in its
traditional market areas. Management believes that this situation
is temporary and will be reflected in the subsidiary's future
results.
The equipment rental and services companies, Greenway
Corporation and Williams Equipment Corporation, tend to work for
the broadest base of customers, but have been doing a great deal
of industrial work recently.
The subsidiaries are finding it easier to obtain new
equipment and supplies based on their own results and
profitability, as well as the improved condition of the parent.
This trend is expected to continue and will lead to further
improved results through reduced finance costs and the more
efficient delivery of services through enhanced capabilities.
1. Fiscal Year 1999 Compared to Fiscal Year 1998
Fairly comparing the results of Fiscal Year 1999 to those of
Fiscal Year 1998 is a process involving many steps, some of which
may be misleading without a comprehensive understanding of the
total picture. Some comparisons, such as those of revenue of
$33,379,000 for the year ended July 31, 1999 compared to
$28,904,000 for the year ended July 31, 1998, are straightforward.
It is obvious that the manufacturing segment had a significantly
larger amount of work in Fiscal Year 1999 than it did in Fiscal
Year 1998.
However, to compare the net earnings of $3,488,000 for the
year ended July 31, 1999 to the $1,848,000 for the year ended July
31, 1998 without a great deal of analysis into the composition of
the numbers would be a mistake.
For example, in Fiscal Year 1999, the Company had a net tax
benefit of $1,675,000 compared to a benefit of only $343,000 for
Fiscal Year 1998. Note 8 in the accompanying "Notes to
Consolidated Financial Statements" explains how these amounts
were calculated.
Another somewhat subtle difference in the results occurs in
the Company's equity in earnings (loss) of unconsolidated
affiliates. During the year ended July 31, 1998, the Company had
a $800,000 reduction in its investment in a former unconsolidated
affiliate, Atlas Machine and Iron Works, thereby reducing that
year's earnings by that amount.
In contrast, Fiscal Year 1999's results were reduced by an
extraordinary loss of $192,000 on extinguishment of debt while
Fiscal Year 1998's results were enhanced by a $928,000 gain on
extinguishment of debt. The 1999 extraordinary loss was a result
of the Company closing a loan agreement with United Bank that
significantly changed the structure of the Company's Notes
Payable. The agreement allowed the Company to retire obligations
to CIT Group/Credit Finance, Inc. and to BB&T (formerly Franklin
National Bank), as well as pay the costs and expenses associated
with the closing. The new agreement, however, results in a
significant long-term reduction in interest expense. The 1998
extraordinary gain, by contrast, of $928,000 was the results of
the reversal of accounts payable in two closed subsidiaries.
Understanding the calculations for the earnings per share,
diluted, is also a complex calculation. The 1998 calculation
factored the weighted average of convertible debentures which had
the potential to be converted into Company stock during the year.
In Fiscal Year 1999, however, all potential conversions had
already occurred and the diluted calculation only involved the
relatively minor impact of the Company's outstanding stock options
to directors and employees.
2. Fiscal Year 1998 Compared to Fiscal Year 1997
From an operating perspective, Fiscal Year 1998 started
slowly. During the first quarter, both construction and
manufacturing revenues decreased. A significant portion of the
decrease was attributed to the fact that the Company's largest
subsidiary, Williams Steel Erection Company, had a more than fifty
percent decline in its revenues. This was due to the fact that
in the prior year, Williams Steel had record revenues and was
working simultaneously on several major projects. It wasn't
until the fourth quarter of Fiscal 1998 that Williams Steel
regained its previously high level of activity. In the
beginning and middle of the Fiscal Year 1998, extremely wet
weather caused the postponement or cancellation of a number of
jobs, many of which related to crane rental or rigging. It wasn't
until the last four months of the Fiscal Year that the Company's
operating activities picked up.
As a consequence, revenues for the year ended July 31, 1998
lagged behind the year ended July 31, 1997 in all categories.
The most noticeable decline, however, occurred in Construction
where revenues declined from $14,708,000 in the year ended July
31, 1997 to $10,808,000 in the year ended July 31, 1998.
While Manufacturing revenues declined slightly, from
$10,976,000 in the year ended July 31, 1997 to $10,205,000 in the
year ended July 31, 1998, gross profit margins slightly improved.
Earnings Before Income Taxes, Equity Earnings and Minority
Interests decreased slightly from $1,464,000 in the year ended
July 31, 1997 to $1,353,000 in the year ended July 31, 1998,
despite the fact that revenues declined by nearly $6 million.
The provision for income taxes for the year ended July 31,
1998 was a benefit of $343,000 compared to a benefit of $1.7
million for the year ended July 31, 1997. In the year ended July
31, 1997, the Company completed the restructuring of its Bank
Group Debt and, for the first time in several years, returned to
profitable operations. As a result, in accordance with Statement
of Financial Accounting Standards No. 109, during the year ended
July 31, 1997, the Company recognized $2.2 million of the benefits
available from its tax loss carryforwards that had accumulated
over several years. Further, as a result of continued profitable
operations, during the year ended July 31, 1998, the Company
recognized an additional benefit of $900,000.
During the year ended July 31, 1998, the Company also had a
$800,000 reduction in its investment of an unconsolidated
affiliate, Atlas Machine and Iron Works, shown in "Equity in
(loss) earnings of unconsolidated affiliates", as well as an
expense of approximately $500,000 relating to the settlement of
litigation on old insurance polices.
Safe Harbor for Forward Looking Statements
The Company is including the following cautionary statements
to make applicable and take advantage of the safe harbor
provisions within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934 for
any forward-looking statements made by, or on behalf of, the
Company in this document and any materials incorporated herein by
reference. Forward-looking statements include statements
concerning plans, objectives, goals, strategies, future events or
performance and underlying assumptions and other statements which
are other than statements of historical facts. Such forward-
looking statements may be identified, without limitation, by the
use of the words "anticipates," "estimates," "expects," "intends,"
and similar expressions. From time to time, the Company or one of
its subsidiaries individually may publish or otherwise make
available forward-looking statements of this nature. All such
forward-looking statements, whether written or oral, and whether
made by or on behalf of the Company or its subsidiaries, are
expressly qualified by these cautionary statements and any other
cautionary statements which may accompany the forward-looking
statements. In addition, the Company disclaims any obligation to
update any forward-looking statements to reflect events or
circumstances after the date hereof.
Forward-looking statements made by the Company are subject to
risks and uncertainties that could cause actual results or events
to differ materially from those expressed in, or implied by, the
forward-looking statements. These forward-looking statements may
include, among others, statements concerning the Company's revenue
and cost trends, cost-reduction strategies and anticipated
outcomes, planned capital expenditures, financing needs and
availability of such financing, and the outlook for future
construction activity in the Company's market areas. Investors or
other users of the forward-looking statements are cautioned that
such statements are not a guarantee of future performance by the
Company and that such forward-looking statements are subject to
risks and uncertainties that could cause actual results to differ
materially from those expressed in, or implied by, such
statements. Some, but not all of the risk and uncertainties, in
addition to those specifically set forth above, include general
economic and weather conditions, market prices, environmental and
safety laws and policies, federal and state regulatory and
legislative actions, tax rates and policies, rates of interest and
changes in accounting principles or the application of such
principles to the Company.
YEAR 2000
The Company has completed its review of all operating
systems, including information technology systems as well as non-
information technology systems, for compliance with Year 2000
issues and believes that it is internally Year 2000 ready. The
Company is continuing discussions with third party customers and
vendors regarding their Year 2000 readiness status. Information
has been provided by the Company's banking institutions that their
Year 2000 readiness issues have been completed.
In reviewing Year 2000 issues, the Company decided to upgrade
its computer operating systems, which included Year 2000
readiness. This upgrade is now complete, with the entire system
costing significantly less than the $200,000 previously projected.
The Company anticipates no further financial impact from Year 2000
issues.
The Company believes its most reasonable, likely worse case
Year 2000 scenario is if its customers are not Year 2000 ready and
payments to the Company are delayed. If this occurs, the Company
believes that it could delay payments to vendors and use its
capital and financing lines to pay its most critical obligations.
Item 7a. Quantitative and Qualitative Disclosures About
Market Risk
Williams Industries, Inc. uses fixed and variable rate notes
payable, a tax exempt bond issue, and a vendor credit facility to
finance its operations. These on-balance sheet financial
instruments, to the extent they provide for variable rates of
interest, expose the Company to interest rate risk, with the
primary interest rate exposure resulting from changes in the prime
rates or Industrial Revenue Bond (IRB) rate used to determine the
interest rates that are applicable to borrowings under the
Company's vendor credit facility and tax exempt bond.
The information below summarizes Williams Industries, Inc.'s
sensitivity to market risks associated with fluctuations in
interest rates as of July 31, 1999. To the extent that the
Company's financial instruments expose the Company to interest
rate risk, they are presented in the table below. The table
presents principal cash flows and related interest rates by year
of maturity of the Company's credit facility and tax exempt bond
in effect at July 31, 1999. Notes 7, 10, and 15 to the
consolidated financial statements contain descriptions of the
Company's credit facility and tax exempt bond and should be read
in conjunction with the table below.
Financial Instruments by Expected Maturity Date
(In Thousands Except Interest Rates)
<TABLE>
<CAPTION>
Year Ending July 31, 2000 2001 2002
<S> <C> <C> <C>
Interest Rate Sensitivity
Notes Payable:
Variable Rate ($) 910 110 120
Average Interest Rate 8.37 3.30 3.30
Fixed Rate ($) 1,201 651 791
Fixed Interest Rate 9.79 9.35 9.28
</TABLE>
<TABLE>
<CAPTION>
Year Ending July 31, 2003 Thereafter Total Fair Value
<S> <C> <C> <C> <C>
Variable Rate ($) 135 630 1,995 2,000
Average Interest Rate 3.30 3.30 5.61
Fixed Rate ($) 425 2,425 6,813 6,800
Fixed Interest Rate 8.94 8.67 8.69
</TABLE>
Item 8. Williams Industries, Incorporated Consolidated Financial
Statements for the Years ended July 31, 1999, 1998 and 1997.
(See pages which follow.)
Item 9. Disagreements on Accounting and Financial Disclosures.
None.
Part III
Pursuant to General Instruction G(3) of Form 10-K, the
information required by Part III (Items 10, 11, 12 and 13) is
hereby incorporated by reference to the Company's definitive proxy
statement to be filed with the Securities and Exchange Commission,
pursuant to Regulation 14A promulgated under the Securities
Exchange Act of 1934, in connection with the Company's Annual
Meeting of Shareholders scheduled to be held November 13, 1999.
Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K.
The following documents are filed as a part of this report:
1. Consolidated Financial Statements of Williams Industries,
Incorporated and Independent Auditors' Report.
Report of Deloitte & Touche LLP.
Consolidated Balance Sheets as of July 31, 1999 and 1998.
Consolidated Statements of Earnings for the Years Ended July 31,
1999, 1998 and 1997.
Consolidated Statements of Stockholders' Equity for the Years
Ended July 31, 1999, 1998 and 1997.
Consolidated Statements of Cash Flows for the Years Ended July
31, 1999, 1998 and 1997.
Notes to Consolidated Financial Statements for the Years Ended
July 31, 1999, 1998 and 1997.
Schedule II -- Valuation and Qualifying Accounts for
the Years Ended July 31, 1999, 1998, and 1997
of Williams Industries, Incorporated.
(All included in this report in response to Item 8.)
2. (a) Schedules to be Filed by Amendment to this Report.
NONE
(b)Exhibits:
(3) Articles of Incorporation: Incorporated by reference to Exhibits
3(a) of the Company's 10-K for the fiscal year ended July 31, 1989.
By-Laws: Incorporated by reference to Exhibit 3 of the Company's 8-K
filed September 4, 1998.
(21) Subsidiaries of the Company
<TABLE>
<CAPTION>
Name State of
Incorporation
<S> <C>
Arthur Phillips & Company, Inc.* MD
Capital Benefit Administrators, Inc.* VA
Construction Insurance Agency, Inc. VA
John F. Beasley Construction Company* TX
Greenway Corporation MD
IAF Transfer Corporation* VA
Insurance Risk Management Group, Inc. VA
Piedmont Metal Products, Inc. VA
Williams Bridge Company VA
Williams Enterprises, Inc.* DC
Williams Equipment Corporation DC
WII Realty Management, Inc. VA
Williams Steel Erection Company VA
</TABLE>
* Not Active
(27) Financial Data Schedule
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
Williams Industries, Incorporated
Falls Church, Virginia
We have audited the accompanying consolidated balance sheets of
Williams Industries, Incorporated, and subsidiaries (the
"Company") as of July 31, 1999 and 1998, and the related
consolidated statements of earnings, stockholders' equity
(deficiency in assets) and cash flows for each of the three years
in the period ended July 31, 1999. Our audits also included the
financial statement schedule listed in Item 14. These financial
statements and financial statement schedule are the responsibility
of the Company's management. Our responsibility is to express an
opinion on these financial statements and financial statement
schedule based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such consolidated financial statements present
fairly in all material respects, the consolidated financial
position of Williams Industries, Incorporated, and subsidiaries as
of July 31, 1999 and 1998, and the consolidated results of their
operations and their cash flows for each of the three years in the
period ended July 31, 1999 in conformity with generally accepted
accounting principles. Also, in our opinion, such financial
statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents
fairly in all material respects the information as set forth
therein.
Deloitte & Touche LLP
Washington, D.C.
September 24, 1999
<PAGE>
<TABLE>
<CAPTION>
WILLIAMS INDUSTRIES, INCORPORATED
CONSOLIDATED BALANCE SHEETS
AS OF JULY 31, 1999 AND 1998
1999 1998
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 1,145,000 $ 1,384,000
Restricted cash 61,000 54,000
Certificates of deposit 738,000 733,000
Accounts receivable, (net
of allowances for doubtful
accounts of $1,289,000 in
1999, $1,211,000 in 1998):
Contracts
Open accounts 8,667,000 7,058,000
Retainage 170,000 585,000
Trade 2,184,000 1,750,000
Other 460,000 302,000
---------- ---------
Total accounts receivable - net 11,481,000 9,695,000
---------- ---------
Inventory (Note 1) 2,290,000 1,320,000
Costs and estimated earnings
in excess of billings on
uncompleted contracts (Note 5) 1,481,000 666,000
Notes receivable 40,000 34,000
Prepaid expenses 601,000 569,000
---------- ----------
Total current assets 17,837,000 14,455,000
---------- ----------
PROPERTY AND EQUIPMENT, AT
COST (Note 6) 16,215,000 19,066,000
Accumulated depreciation (8,529,000) (9,355,000)
---------- ---------
Property and Equipment, net 7,686,000 9,711,000
---------- ---------
OTHER ASSETS
Notes receivable 80,000 129,000
Investments in unconsolidated
affiliates 1,048,000 980,000
Deferred income taxes (Note 8) 3,944,000 2,240,000
Inventory (Note 1) 1,176,000 1,243,000
Other 494,000 355,000
---------- ---------
Total other assets 6,742,000 4,947,000
---------- ---------
TOTAL ASSETS $ 32,265,000 $ 29,113,000
=========== ==========
LIABILITIES AND STOCKHOLDER'S
EQUITY
CURRENT LIABILITY
Current portion of notes payable $ 1,411,000 $ 1,948,000
Accounts payable (Note 7) 4,868,000 4,017,000
Accrued compensation, and
related liabilities 934,000 761,000
Billings in excess of costs
and estimated earnings on
uncompleted contracts (Note 5) 2,222,000 1,885,000
Deferred income 348,000 306,000
Other accrued expenses 2,060,000 2,357,000
Income taxes payable (Note 8) 129,000 159,000
---------- ---------
Total current liabilities 11,972,000 11,433,000
---------- ---------
LONG TERM DEBT
Notes payable, less current
portion (Note 7) 7,397,000 8,357,000
---------- ---------
Total liabilities 19,369,000 19,790,000
---------- ---------
Minority Interests 235,000 190,000
---------- ---------
COMMITMENTS AND CONTINGENCIES
(NOTE 15) - -
STOCKHOLDERS' EQUITY
Common stock - $0.10 par value,
10,000,000 shares authorized;
3,587,877 and 3,576,429 shares
issued and outstanding (Note 17) 359,000 358,000
Additional paid-in capital 16,424,000 16,385,000
Accumulated deficit (4,122,000) (7,610,000)
---------- ---------
Total stockholders' equity 12,661,000 9,133,000
---------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $32,265,000 $29,113,000
========== ==========
</TABLE>
See notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
WILLIAMS INDUSTRIES, INCORPORATED
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED JULY 31, 1999, 1998 and 1997
1999 1998 1997
<S> <C> <C> <C>
REVENUE:
Construction $ 9,392,000 $10,808,000 $14,798,000
Manufacturing 16,308,000 10,206,000 10,976,000
Sales and service 7,153,000 7,106,000 7,590,000
Other revenue 526,000 784,000 945,000
---------- ---------- ----------
Total revenue 33,379,000 28,904,000 34,309,000
---------- ---------- ----------
DIRECT COSTS:
Construction 5,771,000 6,590,000 9,854,000
Manufacturing 10,402,000 7,139,000 7,622,000
Sales and service 3,811,000 3,676,000 3,657,000
---------- ---------- ----------
Total direct costs 19,984,000 17,405,000 21,133,000
---------- ---------- ----------
GROSS PROFIT 13,395,000 11,499,000 13,176,000
---------- ---------- ----------
OTHER INCOME 144,000 356,000 60,000
---------- ---------- ----------
EXPENSES:
Overhead 3,691,000 3,116,000 3,418,000
General and administrative 5,694,000 5,016,000 5,668,000
Depreciation and
amortization 1,326,000 1,221,000 1,080,000
Interest 910,000 1,149,000 1,606,000
---------- ---------- ----------
Total expenses 11,621,000 10,502,000 11,772,000
---------- ---------- ----------
EARNINGS BEFORE INCOME
TAXES, EQUITY EARNINGS
AND MINORITY
INTERESTS 1,918,000 1,353,000 1,464,000
INCOME TAX BENEFIT
(NOTE 8) 1,675,000 343,000 1,716,000
EARNINGS BEFORE
EQUITY EARNINGS AND
MINORITY INTERESTS 3,593,000 1,696,000 3,180,000
Equity in earnings (loss)
of unconsolidated
affiliates 135,000 (746,000) (148,000)
Minority interest in
consolidated subsidiary (48,000) (30,000) (49,000)
---------- ---------- ----------
EARNINGS BEFORE
EXTRAORDINARY ITEM 3,680,000 920,000 2,983,000
EXTRAORDINARY ITEM
(NOTE 3)
(Loss) Gain on extin-
guishment of debt (192,000) 928,000 3,189,000
---------- ---------- ----------
NET EARNINGS $ 3,488,000 $ 1,848,000 $ 6,172,000
========== =========== ==========
EARNINGS PER COMMON
SHARE:
BASIC:
Earnings before
extraordinary item $ 1.02 $ 0.28 $ 1.13
Extraordinary item (0.05) 0.29 1.20
------- ------ ------
EARNINGS PER COMMON
SHARE - BASIC $ 0.97 $ 0.57 $ 2.33
===== ===== ======
DILUTED:
Earnings before
extraordinary item $ 1.02 $ 0.27 $ 1.08
Extraordinary item (0.05) 0.25 1.05
------- ------ ------
EARNINGS PER COMMON
SHARE - BASIC $ 0.97 $ 0.52 $ 2.13
===== ===== ======
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING:
BASIC 3,580,099 3,214,117 2,649,872
--------- ---------- ---------
</TABLE>
See notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
WILLIAMS INDUSTRIES, INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED JULY 31, 1999, 1998 AND 1997
1999 1998 1997
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net earnings $ 3,488,000 $ 1,848,000 $ 6,172,000
Adjustments to reconcile
net earnings to net
cash provided by
operating activities:
Depreciation and
amortization 1,326,000 1,221,000 1,080,000
Increase (decrease) in
allowance for doubtful
accounts 78,000 453,000 (196,000)
Interest expense related
to convertible debenture - 43,000 270,000
Stock bonus issued to
employees - 141,000 50,000
Loss (gain) on extin-
guishment of debt 77,000 (928,000) (3,189,000)
Gain on disposal
of property, plant and
equipment (156,000) (893,000) (409,000)
Increase in deferred
income tax assets (1,704,000) (440,000) (1,800,000)
Minority interests in
earnings 48,000 30,000 49,000
Equity in (earnings)
losses of affiliates (135,000) 746,000 (52,000)
Dividend from uncon-
solidated affiliate 67,000 45,000 67,000
Changes in assets and
liabilities:
Decrease in notes
receivable 43,000 49,000 14,000
(Increase) decrease in
open contracts
receivable (1,621,000) (179,000) 705,000
Decrease (increase) in
contract retainage 415,000 (22,000) 125,000
Increase in trade
receivables (472,000) (271,000) (246,000)
Decrease in contract claims - 534,000 353,000
(Increase) decrease in
other receivables (186,000) (206,000) 33,000
(Increase) decrease
in inventory (903,000) 164,000 (559,000)
(Increase) decrease
in costs and
estimated earnings
related to billings on
uncompleted contracts
(net) (478,000) (908,000) 516,000
Increase (decrease) in
prepaid expenses and
other assets (248,000) 294,000 155,000
Increase (decrease)
in accounts
payable 851,000 103,000 (1,719,000)
Increase (decrease) in
accrued compensation
and related
liabilities 173,000 66,000 (159,000)
Decrease in
other accrued expenses (297,000) 55,000 (1,377,000)
Decrease (Increase) in
income taxes
payable (30,000) 51,000 12,000
--------- --------- ----------
NET CASH PROVIDED BY
(USED IN) OPERATING
ACTIVITIES 336,000 1,886,000 (105,000)
--------- --------- ----------
CASH FLOWS FROM
INVESTING ACTIVITIES:
Expenditures for property,
plant and equipment (1,320,000) (948,000) (861,000)
(Increase) decrease in
restricted cash (7,000) 198,000 147,000
Proceeds from sale of
property, plant and
equipment 2,270,000 2,036,000 1,038,000
Purchase of certificates
of deposit (458,000) (652,000) (375,000)
Maturity of certificates
of deposit 453,000 295,000 -
--------- --------- ----------
NET CASH PROVIDED BY
(USED IN) INVESTING
ACTIVITIES 938,000 929,000 (51,000)
--------- --------- ----------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Proceeds from borrowings 7,171,000 4,040,000 7,204,000
Repayments of notes payable (8,721,000) (7,012,000) (6,537,000)
Issuance of common stock 40,000 60,000 90,000
Minority interest dividends (3,000) (11,000) (10,000)
--------- --------- ----------
NET CASH (USED IN)
PROVIDED BY FINANCING
ACTIVITIES (1,513,000) (2,923,000) 747,000
--------- --------- ----------
NET (DECREASE) INCREASE IN
CASH AND EQUIVALENTS (239,000) (108,000) 591,000
CASH AND CASH EQUIVALENTS,
BEGINNING OF YEAR 1,384,000 1,492,000 901,000
--------- --------- ----------
CASH AND CASH EQUIVALENTS,
END OF YEAR $ 1,145,000 $ 1,384,000 $ 1,492,000
========== ========== ===========
SUPPLEMENTAL DISCLOSURES
OF CASH FLOW INFORMATION
(NOTE 16)
</TABLE>
See notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
WILLIAMS INDUSTRIES, INCORPORATED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
EQUITY (DEFICIENCY IN ASSETS)
YEARS ENDED JULY 31, 1999, 1998 and 1997
(in thousands)
Additional
Number Common Paid-In Accumulated
of Shares Stock Capital Deficit Total
<S> <C> <C> <C> <C> <C>
BALANCE,
AUGUST 1, 1996 2,576 258 $13,147 $(15,629) $(2,224)
Issuance of
stock 264 26 450 - 476
Issuance of
convertible
debentures - - 2,108 - 2,108
Net earnings for
the year * - - - 6,171 6,171
BALANCE,
JULY 31, 1997 2,840 284 15,705 (9,458) 6,531
Conversion of
convertible
debentures 691 69 484 - 553
Other stock
issued 46 5 196 - 201
Net earnings for
the year * - - - 1,848 1,848
BALANCE,
JULY 31, 1998 3,577 358 16,385 (7,610) 9,133
Issuance of
stock 11 1 39 - 40
Net earnings for
the year * - - - 3,488 3,488
BALANCE,
JULY 31, 1999 3,588 $359 $16,424 $(4,122) $12,661
</TABLE>
There were no items of other comprehensive income during the year.
See notes to consolidated financial statements.
<PAGE>
WILLIAMS INDUSTRIES, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JULY 31, 1999, 1998 AND 1997
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business - Williams Industries, Incorporated operates in the
commercial, industrial, institutional, governmental and
infrastructure construction markets, primarily in the Mid-Atlantic
region of the United States.
The Company's main lines of business include: steel, precast
concrete and miscellaneous metals erection and installation; crane
rental, heavy and specialized hauling and rigging; fabrication of
welding steel plate girders, rolled steel beams, and light
structural and other metal products; and the sale of insurance,
safety and related services.
Basis of Consolidation - The consolidated financial
statements include the accounts of Williams Industries, Inc. and
all of its majority-owned subsidiaries (the "Company").
All material intercompany balances and transactions have been
eliminated in consolidation.
Unconsolidated Affiliates - The equity method of accounting
is utilized when the Company, through ownership percentage,
membership on the Board of Directors or through other means, meets
the requirement of significant influence over the operating and
financial policies of an investee.
The Company's 42.5% ownership interest in S.I.P., Inc. of
Delaware is accounted for using the equity method. Under the
equity method, original investments are recorded at cost and
adjusted by the Company's share of distributions and undistributed
earnings and losses of the investment. The cost method of
accounting was used for the Company's 36.6% ownership interest in
Atlas Machine & Iron Works, Inc. ("Atlas") since the Company could
not exert significant influence over Atlas's operating and
financial policies (See Note 9).
Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from
those estimates.
Depreciation and Amortization - Property and equipment are
recorded at cost and are depreciated over the estimated useful
lives of the assets using the straight-line method of depreciation
for financial statement purposes, with estimated lives of 25 years
for buildings and 3 to 12 years for equipment, vehicles, tools,
furniture and fixtures. Leasehold improvements are amortized over
the lesser of 10 years or the remaining term of the lease.
Straight-line and accelerated methods of depreciation are used for
income tax purposes.
Ordinary maintenance and repair costs are charged to expense
as incurred while major renewals and improvements are capitalized.
Upon the sale or retirement of property and equipment, the cost
and accumulated depreciation are removed from the respective
accounts and any gain or loss is recognized.
Earnings Per Common Share - "Earnings Per Common Share-Basic"
is based on the weighted average number of shares outstanding
during the year. "Earnings Per Common Share-Diluted" is based on
the shares outstanding and the weighted average of commitments to
issue stock, which may include convertible debentures, stock
options, or grants.
Revenue Recognition - Revenues and earnings from long-term
construction contracts are recognized for financial statement
purposes using the percentage-of-completion method; therefore,
revenue includes that percentage of the total contract price that
the cost of the work completed to date bears to the estimated
final cost of the contract. Estimated contract earnings are
reviewed and revised periodically as the work progresses, and the
cumulative effect of any change in estimate is recognized in the
period in which the estimate changes. When a loss is anticipated
on a contract, the entire amount of the loss is provided for in
the current period. Contract claims are recorded at estimated net
realizable value(See Note 2).
Overhead - Overhead includes the variable, non-direct costs
such as shop salaries, consumable supplies, and vehicle and
equipment costs incurred to support the revenue generating
activities of the Company.
Inventories - Inventories consist of materials, expendable
equipment and tools, and supplies. Materials inventory consists
of structural steel, metal decking, and steel cable. Expendable
tools and equipment, and supplies consist of goods which are
consumed on projects. Costs of materials inventory is accounted
for using either the specific identification method or average
cost. Cost of expendable equipment and tools is accounted for
using average costs. The cost of supplies inventory is accounted
for using the first-in, first-out, (FIFO) method.
Allowance for Doubtful Accounts - Allowances for
uncollectible accounts and notes receivable are provided on the
basis of specific identification.
Income Taxes - Williams Industries, Inc. and its
subsidiaries, which are at least eighty percent owned by the
parent, file a consolidated Federal income tax return. The
provision for income taxes has been computed under the
requirements of Statement of Financial Accounting Standards (SFAS)
No. 109, "Accounting for Income Taxes". Under SFAS No. 109,
deferred tax assets and liabilities are determined based on the
difference between the financial statement and the tax basis of
assets and liabilities, using enacted tax rates in effect for the
year in which the differences are expected to reverse.
The Company does not provide for income taxes on the
undistributed earnings of affiliates since these amounts are
intended to be permanently reinvested. The cumulative amount of
undistributed earnings on which the Company has not recognized
income taxes as of July 31, 1999 is approximately $1,042,000.
Cash and Cash Equivalents - For purposes of the Statements of
Cash Flows, the Company considers all highly liquid instruments
and certificates of deposit with original maturities of less than
three months to be cash equivalents.
Restricted Cash - The Company's restricted cash is invested
in short-term, highly liquid investments. The carrying amount
approximates fair value because of the short-term maturity of
these investments.
Certificates of Deposit - The Company's certificates of
deposit have original maturities greater than 90 days, but not
exceeding one year.
Stock-Based Compensation - The Company has elected to follow
Accounting Principles Board Opinion No. 25 (APB 25), "Accounting
for Stock Issued to Employees" and related interpretations in
accounting for its employee stock options. Under APB 25, because
the exercise price of employee stock options equals the market
price of the underlying stock on the date of the grant, no
compensation expense is recorded. The Company has adopted the
disclosure-only provisions of Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation."
RECENT ACCOUNTING PRONOUNCEMENT:
In June 1998, the Financial Accounting Standards Board
issued SFAS 133, "Accounting for Derivative Instruments and
Hedging Activities". SFAS No. 133 establishes accounting and
reporting standards for derivative instruments and for hedging
activities and will be effective for the Company for Fiscal 2001.
The Company does not believe that there will be any material
impact on the Company's financial statements from the adoption of
SFAS 133.
1. INVENTORY
Inventory consisted of the following at July 31 (in thousands):
<TABLE>
1999 1998
<S> <C> <C>
Expendable tools
and equipment $ 806 $ 805
Supplies 277 351
Materials 2,383 1,407
----- -----
Total Inventory 3,466 2,563
Less: amount classified
as long-term 1,176 1,243
----- -----
$2,290 $1,320
====== ======
</TABLE>
2. CONTRACT CLAIMS
The Company maintains procedures for review and evaluation of
performance on its contracts. Occasionally, the Company will
incur certain excess costs due to circumstances not anticipated at
the time the project was bid. These costs may be attributed to
delays, changed conditions, defective engineering or
specifications, interference by other parties in the performance
of the contracts, and other similar conditions for which the
Company believes it is entitled to reimbursement by the owner,
general contractor, or other participants. These claims are
recorded at the estimated net realizable amount after deduction of
estimated legal fees and other costs of collection. There were no
contract claims at July 31, 1999 and 1998, respectively.
3. (LOSS) GAIN ON EXTINGUISHMENT OF DEBT
During the year ended July 31, 1999, the Company recognized a
"Loss on Extinguishment of Debt" in the amount of $192,000. In
April 1999, the Company refinanced it's primary debt instruments
with United Bank. The proceeds from this refinance were used to
pay off The CIT Group and BB&T (formerly Franklin National Bank)
loans. The loss represents unamortized prepaid fees and penalties
associated with the early payoff of the CIT loan.
During the year ended July 31, 1998, the Company recognized
a "Gain on Extinguishment of Debt" in the amount of $928,000
arising from the ongoing liquidation of its subsidiary John F.
Beasley Construction Company, under the auspices of the U.S.
Bankruptcy Court for the Northern District of Texas, and the
liquidation its Arthur Phillips and Company subsidiary.
During the year ended July 31, 1997 the Company recognized
"Gain on Extinguishment of Debt" of $3,189,000 as the result of
forgiveness of Bank Group Debt (See Note 10).
4. RELATED-PARTY TRANSACTIONS
Certain shareholders owning or controlling approximately
18.7% of the stock of the Company at July 31, 1999, own
approximately 98% of the outstanding stock of Williams Enterprises
of Georgia, Inc. Billings to this entity and its affiliates were
approximately $953,000, $1,530,000 and $1,205,000 for the years
ended July 31, 1999, 1998 and 1997. Notes payable to this entity
amounted to zero and $48,000 at July 31, 1999 and 1998.
Certain shareholders owning or controlling approximately
18.7% of the stock of the Company at July 31, 1999, own 100% of
the stock of the Williams and Beasley Company. Net billings from
this entity during the years ended July 31, 1999, 1998 and 1997
were approximately $329,000, $181,000 and $436,000, respectively.
The Company owed approximately $32,000 and $63,000 to this entity
at July 31, 1999 and 1998, respectively.
A shareholder owning or controlling approximately 18.7% of
the stock of the Company at July 31, 1999, serves on the board of
directors of Concrete Structures, Inc. (CSI), a former subsidiary
of the Company, which filed for reorganization under Chapter 11 of
the U.S. Bankruptcy Code on July 22, 1998. During the years ended
July 31, 1999, 1998, and 1997, billings to this entity by the
Company were zero, $154,000, and $617,000. At July 31, 1999
approximately $200,000 was unpaid from CSI, against which the
Company has provided a reserve for the portion which it believes
is probable of loss. In addition, at July 31, 1999, CSI was
indebted to the Company for approximately $240,000 on a note
secured by the assets of CSI. CSI is in default on this note,
however this default has not caused an impact to the Company's
financial position since the note was fully reserved at the time
it was issued.
During the year ended July 31, 1999, the Company borrowed
$200,000 from a director, which was repaid. The money was used to
fund short term cash flow requirements of the Company.
Amounts owing to current and former directors of the Company
amounted to approximately $258,000 and $236,000 at July 31, 1999
and 1998, respectively.
5. CONTRACTS IN PROCESS
Comparative information with respect to contracts in process
consisted of the following at July 31 ( in thousands):
<TABLE>
1999 1998
<S> <C> <C>
Expenditures
on uncompleted
contracts $ 19,487 $ 15,256
Estimated earnings 7,579 4,258
------- -------
27,066 19,514
Less: Billings (27,807) (20,733)
------- --------
$ ( 741) $(1,219)
======== ========
</TABLE>
Included in the accompanying balance sheet under the following
captions:
<TABLE>
<S> <C> <C>
Costs and estimated
earnings in excess
of billings on
uncompleted
contracts $ 1,481 $ 666
Billings in excess
of costs and
estimated earnings
on uncompleted
contracts (2,222) (1,885)
--------- --------
$ (741) $(1,219)
========= ========
</TABLE>
Billings are based on specific contract terms that are
negotiated on an individual contract basis and may provide for
billings on a unit price, percentage of completion or milestone
basis.
6. PROPERTY AND EQUIPMENT
Property and equipment consisted of the following at July 31
(in thousands):
<TABLE>
<CAPTION>
1999 1998
Accumulated Accumulated
Cost Deprec Cost Deprec
---- ------ ---- ------
<S> <C> <C> <C> <C>
Land and
Buildings $4,825 $1,709 $4,804 $1,563
Automotive
equipment 1,874 1,279 1,974 1,357
Cranes and heavy
equipment 7,275 4,113 9,435 4,606
Tools and
equipment 573 487 809 693
Office furniture
and fixtures 363 261 487 388
Leased property
under capital
leases 600 280 740 271
Leasehold
improvements 705 400 817 477
------ ----- ----- -----
$16,215 $8,529 $19,066 $9,355
======= ====== ======= ======
</TABLE>
7. NOTES AND LOANS PAYABLE
Notes and loans payable consisted of the following at
July 31 (in thousands):
<TABLE>
1999 1998
<S> <C> <C>
Collateralized:
Loan payable to CIT/
Credit Finance; collateralized
by inventory, equipment and
real estate; interest at prime
+ 2.5% (11.0% as of 7/31/98),
paid April 15,1999. $ - $2,053
Loan payable to United Bank;
collateralized by real estate
inventory and equipment;
monthly payments of principal
plus interest at 8.7% fixed;
due April 1, 2014 2,430 -
Loan payable to United Bank;
collateralized by real estate
inventory and equipment;
monthly payments of principal
plus interest at 8.7% fixed;
due April 1, 2009 620 -
Line of credit to United Bank;
collateralized by real estate
inventory and equipment;
monthly payments of interest
only at prime plus 1.25% (9.25%
as of July 31, 1999);
due April 1, 2001 810 -
Loans payable to Franklin
National Bank; collateralized
by real estate and certain other
collateral not granted to CIT;
interest at 9.5% fixed, paid
April 15, 1999 - 894
Obligations under capital leases;
collateralized by leased
property; interest from 10.2%
to 21.0% for 1999 and 10.2% to
13.4% for 1998 payable in varying
monthly or quarterly installments
through 2003 138 409
Installment obligations;
Collateralized by machinery and
equipment or real estate;
interest from 2.9% to 15.2%
for 1999 and for 1998; payable
in varying monthly installments
of principal and interest
through 2005 2,481 4,450
Industrial Revenue Bond;
Collateralized by a letter of
credit which in turn is
collateralized by real estate;
principal payable in varying
monthly installments through
2007; variable interest based
on third party calculations 1,185 1,265
Unsecured:
Lines of credit, interest
at 10.0% for 1999 and
1998 88 136
Installment obligations with
interest from 5.9% to
12.1% for 1999 and 6.0% to
10.0% for 1998; due in
varying monthly
installments of principal
and interest through 2005 1,056 1,098
------ -------
Total Notes Payable $8,808 $10,305
Notes Payable - Long Term (7,397) (8,357)
------- --------
Current Portion $ 1,411 $ 1,948
======= ========
</TABLE>
Contractual maturities of the above obligations at July 31, 1999 are
as follows:
<TABLE>
<S> <C>
Year Ending July 31: Amount
2000 $1,411
2001 2,110
2002 761
2003 911
2004 560
2005 and after 3,055
-----
TOTAL $8,808
=====
</TABLE>
See Note 10 for additional information concerning the
obligations payable to United Bank, The CIT Group/Credit Finance,
Inc. (CIT), installment obligations collateralized by real estate
and the Industrial Revenue Bond. As of July 31, 1999, the
carrying amounts reported above for notes and loans payable,
reported at $7,397,000, approximate fair value based upon
interest rates for debt currently available with similar terms
and remaining maturities. At July 31, 1998, the fair value of
the long term debt was estimated to be approximately $8,100,000.
At July 31, 1999 the Company was in compliance with all
restrictive covenants contained in the United Bank and the
Wachovia Bank reimbursement agreement for the Industrial Revenue
Bond. Under the most restrictive of these covenants, the Company
was required to (1) maintain a minimum net worth of $9.0 million
at all times (2) maintain a current ratio greater than 1.1 at all
times (3) maintain a fixed charge ratio, as defined, of 1.2 (4)
maintain a debt to tangible net worth of not greater 2.5:1.
Covenants also limit capital expenditures to purchase money loans
and leases, and do not allow for payment of dividends to
shareholders.
8. INCOME TAXES
As a result of tax losses incurred in prior years, the
Company at July 31, 1999 has tax loss carryforwards amounting to
approximately $12 million. Under SFAS No. 109, the Company is
required to recognize the value of these tax loss carryforwards if
it is more likely than not that they will be realized by reducing
the amount of income taxes payable in future income tax returns.
As a result of the Company's ongoing profitable operations, the
Company expects to report profits for income tax purposes in the
future. As a consequence, the Company recognized a $2.4 million,
$0.9 million and $2.2 million portion of the benefit available
from its tax loss carryforwards during the years ended July 31,
1999, 1998, and 1997, respectively.
Realization of this asset is dependent on generating
sufficient taxable income prior to expiration of the loss
carryforwards. Although realization is not assured, management
believes it is more likely than not that the recorded deferred
tax asset will be realized. The amount of the deferred tax asset
considered realizable, however, could be reduced in the near term
if estimates of future taxable income during the carryforward
period are reduced.
The differences between the tax provision calculated at the
statutory federal income tax rate and the actual tax provision for
each year are shown in the table directly below.
<TABLE>
<CAPTION>
1999 1998 1997
(in thousands)
<S> <C> <C> <C>
Tax at statutory
federal rate $671 $ 474 $ 430
State income taxes 81 83 76
Change in
valuation
reserve (2,427) (900) (2,222)
-------- ------ -------
Actual income
tax (benefit)
provision $(1,675) $(343) $(1,716)
======== ====== =======
</TABLE>
The primary components of temporary differences which give
rise to the Company's net deferred tax asset are shown in the
following table.
<TABLE>
<CAPTION>
As of July 31: 1999 1998
(in thousands)
<S> <C> <C>
Deferred tax assets:
Reserves & other
nondeductible
accruals $1,526 $ 510
Net operating loss &
capital loss
carryforwards 4,401 5,180
Valuation reserve (925) (2,538)
------ -------
Total deferred tax
assets 5,002 3,152
------ -----
Deferred tax liability:
Property and equipment (623) (624)
Inventories (435) (288)
------- ------
Total deferred tax
Liability (1,058) (912)
------- ------
Net deferred tax
asset $3,944 $ 2,240
====== =======
</TABLE>
9. INVESTMENTS IN UNCONSOLIDATED AFFILIATES
Investments in unconsolidated affiliates consisted of the
following at July 31 (in thousands):
1999 1998
Investment valued using
the Equity Method:
S.I.P., Inc. of
Delaware (42.5% owned) $1,048 $ 980
A former investee, Atlas Machine and Iron Works, filed a
voluntary bankruptcy petition in December 1996. In the year ended
July 31, 1997, the Company reduced the value of its investment in
Atlas by $200,000 due to the bankruptcy filing. In the second
quarter of the year ended July 31, 1998, the Company wrote off the
remaining value of approximately $800,000 because of the
liquidation of Atlas' assets by its secured creditors. These
amounts are included in "Equity in (loss) earnings of
unconsolidated affiliates" in the accompanying Consolidated
Statements of Earnings.
10. DEBT RESTRUCTURING TRANSACTIONS
Bank Group, CIT, NationsBank/FDIC, BB&T and United Bank Debt
During 1997, the restructuring of the Company's Bank Group
Debt was concluded with the execution of agreements between the
Company, representatives of the Company's Bank Group, and CIT.
Funding of the transactions occurred on April 2, 1997. The
following is a summary of the restructuring transactions as well
as subsequent financing transactions:
CIT: The Company entered into a Loan and Security Agreement
with CIT for a credit facility of approximately $3 million. The
loan had a three year term and was secured by the Company's
equipment and receivables as well as subordinate deeds of trust
on the Company's real estate.
At the closing of the CIT loan, the Company received an
advance of $2.5 million from the CIT credit facility. These
funds, in addition to funds already paid to the Bank Group, were
used to pay the balance of Bank Group Debt and other outstanding
past due obligations of the Company.
NationsBank/FDIC: The restructuring of the Bank Group Debt
was concluded and all related debt forgiveness granted. The debt
forgiveness is reflected in the Company's consolidated financial
statements for the year ended July 31, 1997 as "Gain On
Extinguishment of Debt". In connection with the debt forgiveness,
the Company issued $500,000 of convertible debentures. All
debentures issued as a result of this transaction were redeemed
or converted during the year ended July 31, 1998.
NationsBank: In the final restructuring of the Bank Group
Debt, the Bank Group and the Company's Real Estate loans were
combined and the combined balance was reduced to $2.5 million as
of March 31, 1997. The combined loan was secured by first deeds
of trust on all the Company's real property (with the exception of
the Richmond facility encumbered by the Industrial Revenue Bond),
and by certain other collateral not granted to CIT to secure the
Company's new loan. The combined loan was refinanced with BB&T
(formerly Franklin National Bank) on April 30, 1998.
The refinancing transaction with BB&T, resulted in the
interest rate being reduced from a fixed interest rate of 11% to
9.5%, with monthly payments calculated on a fifteen year
amortization and a balloon payment due and payable on April 30,
2003. As of July 31, 1998, the balance of the loan was
approximately $894,000.
United Bank: On April 15, 1999, the Company entered into a
loan agreement with United Bank for two loans, for the purpose of
paying off the loans from the CIT Group and BB&T. The two loans
were a real estate loan for $2,445,000 and a loan secured by
equipment for $834,000. The new loans provide the Company with
lower monthly payments, lower fixed rate interest and payment
terms over ten and fifteen years. It also provides for a line of
credit to assist the Company in ongoing operations.
Industrial Revenue Bond
In the year ended July 31, 1998, the Company entered into a
First Amendment to Reimbursement Agreement with Wachovia Bank
(formerly Central Fidelity National Bank) for a three-year renewal
of the Letter of Credit backing the Industrial Revenue Bond (IRB)
secured by the Company's Richmond manufacturing facility. All
obligations under the IRB are current and the Company is in
compliance with the covenants contained in the agreement. As of
July 31, 1999, the outstanding balance was approximately $1.2
million. Principal payments are due in increasing amounts through
maturity. A portion of the secured property is leased to a non-
affiliated third party.
11. DISPOSITION OF ASSETS
During 1999, the Company entered into agreements to sell and
lease back four of its heavy lift cranes. The primary purpose of
these transactions was to improve cash flow to the operating
companies as well as to reduce the Company's fixed asset value.
These sale/leaseback transactions resulted in deferred gains of
approximately $162,000, which will be amortized over the life of
the respective leases.
Also during 1999, the Company sold 6.02 acres of land in
Bedford, VA for $40,000. The transaction resulted in a gain of
approximately $24,000, which is included in "Other Income" for
the year ended July 31, 1999.
In January 1998, the Company sold its 2.25 acre headquarters
property in Fairfax County, Virginia to a non-affiliated third
party for $1,430,000. The Company also entered into a lease for
several buildings on the property. The transaction resulted in a
gain of approximately $560,000,of which $120,000 and $254,000 is
included in "Other Income" in the Consolidated Statements of
Earnings for the years ended July 31, 1999 and 1998, respectively.
The remaining deferred amount, at July 31, 1999, is being
recognized over the remaining lease term of two years.
In June 1998, the Company sold its one acre property in
Baltimore, Maryland to a non-affiliated third party for $135,000.
The transaction resulted in a gain of approximately $98,000 which
is also included in "Other Income" in the Consolidated Statement
of Earnings for the year ended July 31, 1998.
For the years ended July 31, 1998 and 1997, the Company sold
several large pieces of equipment in order to modernize its fleet
and pay off debt. Net gain of approximately $224,000 and
$540,000, respectively, was recognized. The gain from these
transactions is included in "Revenue: Construction" in the
Consolidated Statement of Earnings.
12. COMMON STOCK OPTIONS
At the November 1996 annual meeting, the shareholders approved the
establishment of a new Incentive Stock Option Plan (1996 Plan) to
provide an incentive for maximum effort in the successful
operation of the Company and its subsidiaries by their officers
and key employees and to encourage ownership of the common shares
of the Company by those persons. Under the 1996 Plan, 200,000
shares were reserved for issue.
In May 1998, the Company's Board of Directors authorized
options for 12,000 shares of stock to subsidiary management under
the Company's 1996 Plan and 12,000 shares of non-incentive stock
options to the non-management members of the Company's Board of
Directors.
In January, 1999, the Company's Board of Directors authorized
options for 20,000 shares of stock to Company management, and
10,000 shares of stock to subsidiary management under the
Company's 1996 Plan. Additionally, 17,500 shares of non-incentive
stock options were authorized for non-management members of the
Company's Board of Directors.
The stock options vest immediately, expire in five years from
the date of grant and are exercisable with exercise prices which
range from less than quoted market value to 110% of quoted market
value on the date of the grant. The Company accounts for its
options under the intrinsic method of APB No. 25. Had compensation
expense for the Company's stock-based compensation plans been
determined based on the fair value at grant dates for awards under
those plans, consistent with the method of accounting under SFAS
No. 123, "Accounting for Stock-Based Compensation", the Company's
net earnings and earnings per share would have been:
<TABLE>
1999 1998 1997
<S> <C> <C> <C>
Net earnings
(in thousands)
As reported $3,488 $1,848 $6,172
Pro forma 3,351 1,824 6,172
Earnings per share - Basic
As reported $0.97 $0.57 $2.33
Pro forma 0.94 0.57 2.33
</TABLE>
The weighted average exercise price and weighted average
fair value for options granted during the years ended July 31,
1999 and 1998, for stock options where exercise price was less
than, equal to, or exceed the market price of the Company's stock
were as follows:
<TABLE>
<CAPTION>
Weighted Weighted
Average Average
Exercise Fair
Price Value
<S> <C> <C>
1999
Exercise Price is:
less than market
price $2.75 $3.01
equal to market
price 3.88 2.83
greater than
market price 4.26 2.77
1998
Exercise Price is:
less than market
price $ - $ -
equal to market
price 4.25 3.22
greater than
market price 4.68 3.54
</TABLE>
The fair value of each option is estimated on the date of
grant using the Black-Scholes option-pricing model with the
following assumptions:
<TABLE>
<CAPTION>
Year ended July 31, 1999 1998
<S> <C> <C>
Dividend yield 0.0% 0.0%
Volatility rate 90.0% 53.0%
Discount rate 6.0% 5.6%
Expected term (years) 5 5
</TABLE>
The Black-Scholes option valuation model was developed for
use in estimating the fair value of traded options which have no
vesting restrictions and are fully transferable. In addition,
option valuation models require the input of highly subjective
assumptions including the expected stock price volatility.
Because the Company's employee stock options have characteristics
significantly different from those of traded options, and because
changes in the subjective input assumptions can materially affect
the fair value estimate, in management's opinion, the existing
models do not necessarily provide a reliable single measure of the
fair value of its employee stock options.
Stock option activity and price information follows:
Weighted
<TABLE>
<CAPTION>
Average
Number Exercise
of shares Price
<S> <C> <C>
Balance at:
August 1, 1996 - $0.00
Granted - -
Exercised - -
Forfeited - -
-------
Balance at:
July 31, 1997 - -
Granted 24,000 $4.30
Exercised - -
Forfeited - -
-------
Balance at:
July 31, 1998 24,000 $4.30
Granted 47,500 $3.57
Exercised - -
Forfeited - -
-------
Balance at:
July 31, 1999 71,500 $3.82
=======
Options exercisable,
July 31, 1999 71,500 $3.82
=======
</TABLE>
13. SEGMENT INFORMATION
The Company adopted SFAS No. 131, "Disclosure about Segments
of an Enterprise and Related Information" during Fiscal 1999. SFAS
No. 131 establishes standards for reporting information about
operating segments and related disclosures about products and
services, geographic areas and major customers.
The Company and its subsidiaries operate principally in three
segments within the construction industry; construction,
manufacturing and sales and service. Operations in the
construction segment involve structural steel erection,
installation of steel and other metal products, and installation
of precast and prestressed concrete products. Operations in the
manufacturing segment involve fabrication of steel plate girders,
rolled beams, and light structural metal products. Operations in
the sales and service segment involve the leasing and sale of
heavy construction equipment.
Information about the Company's operations in different segments for the
years ended July 31, is as follows (in thousands):
<TABLE>
<CAPTION>
1999 1998 1997
<S> <C> <C> <C>
Revenue:
Construction $10,364 $12,080 $16,345
Manufacturing 16,455 10,272 11,204
Sales and service 7,846 7,692 7,724
Other revenue 526 784 945
------ ------- -------
35,191 30,828 36,218
Inter-company revenue:
Construction (972) (1,272) (1,547)
Manufacturing (147) (66) (228)
Sales and service (693) (586) (134)
------ -------- -------
Total revenue $33,379 $28,904 $34,309
======= ======== =======
Operating profits
(loss):
Construction $ 925 $ 1,482 $ 1,130
Manufacturing 1,243 76 (59)
Sales and service 559 859 1,234
------- ------- ------
Consolidated
operating
profits 2,727 2,417 2,305
General corporate
income, net 101 85 765
Interest expense (910) (1,149) (1,606)
------- ------- ------
Corporate
earnings before
income taxes $ 1,918 $ 1,353 $ 1,464
====== ======= ======
Assets:
Construction $ 7,877 $ 8,643 $ 8,632
Manufacturing 10,549 6,061 6,324
Sales and service 4,920 7,087 7,246
General
corporate 8,919 7,322 9,288
------- ------- ------
Total assets $32,265 $29,113 $31,490
====== ======= ======
Capital expenditures:
Construction $ 16 $ 102 $ 139
Manufacturing 925 424 314
Sales and service 361 794 2,264
General
corporate 71 69 26
------- ------- ------
Total capital
expenditures $1,373 $1,389 $2,743
====== ====== ======
Depreciation and
Amortization:
Construction $ 88 $ 87 $ 70
Manufacturing 235 161 132
Sales and service 891 836 705
General
corporate 112 137 173
------- ------- ------
Total depreciation
and amortization $1,326 $1,221 1,080
======= ====== ======
</TABLE>
The chief operating decision maker utilizes revenues,
operating profits and assets employed as measures in assessing
segment performance and deciding how to allocate resources.
Operating profit is total revenue less operating expenses.
In computing operating profit (loss), the following items have not
been added or deducted: general corporate expenses, interest
expense, income taxes, equity in the earnings (loss) of
unconsolidated affiliates and minority interests.
Identifiable assets by segment are those assets that are used
in the Company's operations in each segment. General corporate
assets include investments, some real estate, and other assets not
allocated to segments.
The majority of revenues have historically been derived from
projects on which the Company is a subcontractor of a material
supplier, other contractor or subcontractor. Where the Company
acts as a subcontractor, it is invited to bid by the firm seeking
construction services or materials; therefore, continuing
favorable business relations with those firms that frequently bid
on and obtain contracts requiring such services or materials are
important to the Company. Over a period of years, the Company has
established such relationships with a number of companies. During
the year ended July 31, 1997, no single customer accounted for
more than 10% of consolidated revenue; however, during the year
ended July 31, 1998, one single customer accounted for 10.4% of
consolidated revenue and 23.6% of construction revenue. During the
year ended July 31, 1999, one single customer accounted for 19.9%
of the consolidated revenue and 40.8% of manufacturing revenue.
14. EMPLOYEE BENEFIT PLAN
The Company has a defined contribution retirement savings
plan covering substantially all employees. The Plan provides for
optional Company contributions as a fixed percentage of salaries.
Effective January 1, 1999, the Company began contributing 3% of
each eligible employee's salary. During the year ended July 31,
1999, expenses under the plan amounted to approximately
$200,000.
.
15. COMMITMENTS AND CONTINGENCIES
Industrial Revenue Bond
On September 1, 1997, the Company entered into a First
Amendment to Reimbursement Agreement with Wachovia Bank (formerly
Central Fidelity National Bank) for a three-year renewal for the
Letter of Credit backing the Industrial Revenue Bond issue on the
Company's Richmond manufacturing facility. All obligations under
the IRB are current and the Company is in compliance with the
covenants contained in the agreement. As of July 31, 1999, the
debt was approximately $1.2 million and it is secured by the real
estate in the City of Richmond. Principal payments are due in
increasing amounts through 2007. A portion of the property
covered by the Industrial Revenue Bond is leased to a non-
affiliated third party.
Precision Components Corp.
The Supreme Court of Virginia, on April 16, 1999, entered
judgment in the Company's favor on this old product liability
case. This ends the plaintiffs' appeal of the March 4, 1998
decision by the Circuit Court for the City of Richmond, which was
also in the Company's favor. While the ultimate outcome did not
have a material adverse impact on the Company's financial
position, results of operations or cash flows, considerable legal
expenses were incurred.
General
The Company is party to various other claims arising in the
ordinary course of its business. Generally, claims exposure in
the construction services industry consists of workers'
compensation, personal injury, products' liability and property
damage. The Company believes that its insurance accruals, coupled
with its liability coverage, is adequate coverage for such claims.
Falls Church Property
At the time of the sale of the Falls Church, Virginia
property, January 28, 1998, the Company entered into a lease-back
arrangement for three buildings in the complex. Maximum future
lease payments for the Falls Church property are approximately
$135,000, and $92,000 for the years ending July 31, 2000, and
2001, respectively. The agreement provides that the landlord may
cancel with six months notice to the Company.
Leases
The Company leases certain property, plant and equipment
under operating lease arrangements that expire at various dates
though 2011. Lease expenses approximated $810,000, $580,000, and
$278,000 for the years ended July 31, 1999, 1998, and 1997,
respectively. Future minimum lease commitments required under non-
cancelable leases are as follows (in thousands):
<TABLE>
<S> <C>
Year Ending July 31: Amount
2000 $1,119
2001 1,057
2002 933
2003 933
2004 896
Thereafter 1,997
</TABLE>
16. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
During the years ended July 31, 1999, 1998 and 1997, the
Company entered into several financing agreements by issuance of
notes payable to acquire assets with a cost of $745,000, $442,000,
and $1,882,000, respectively. These amounts are not included in
the accompanying Consolidated Statements of Cash Flows because the
proceeds went directly to the seller of the assets.
During the years ended July 31, 1998 and 1997, the Company
issued stock bonuses in lieu of cash bonuses to certain officers.
The number of shares issued for this purpose were 36,363 and
22,000, respectively.
During the year ended July 31, 1998, the Company redeemed two
convertible debentures with a carrying value of $165,000. Also,
the Company issued 690,697 shares upon conversion of two
convertible debentures with a carrying value of $510,000. During
the year ended July 31, 1997 the Company issued 215,000 shares in
connection with the settlement of litigation.
<TABLE>
<CAPTION>
Cash paid during the
year ended July 31,
(in thousands):
1999 1998 1997
<S> <C> <C> <C>
Income taxes $ 59 $ 46 $ 72
Interest $900 $1,124 $1,269
</TABLE>
17. EARNINGS PER SHARE
The Company calculates earnings per share in accordance with
Financial Accounting Standards Board opinion No. 128, "Earnings
Per Share" (EPS). Earnings per share were as follows:
Year ended July 31, 1999 1998 1997
EPS-basic $0.97 $0.57 $2.33
EPS-diluted 0.97 0.52 2.13
The following is a reconciliation of the amounts used in calculating the
basic and diluted earnings per share (in thousands):
<TABLE>
<CAPTION>
1999 1998 1997
(in thousands)
<S> <C> <C> <C>
Earnings (Numerator)
Net earnings
- basic $3,488 $1,848 $6,172
Interest expense
on convertible
debentures - 76 269
------ ------ ------
Net earnings
- diluted $3,488 $1,924 $6,441
====== ====== =====
Shares (Denominator)
Weighted average
shares
outstanding
- basic 3,580 3,214 2,650
Effect of dilutive
securities:
Options 5 - -
Convertible
debentures - 487 379
------ ------ ------
Weighted average
shares outstanding
-diluted 3,585 3,701 3,029
====== ====== =====
</TABLE>
<TABLE>
<CAPTION>
Williams Industries, Inc.
Schedule II - Valuation and Qualifying Accounts
Years Ended July 31, 1999, 1998 and 1997
(in thousands)
Column A Column B Column C Column D Column E
- -------- -------- ------------------- --------- ---------
Additions
-------------------
Balance Charged Charged to Balance
at Begin- to Costs Other at End
ning of and Ex- Accounts- Deductions- of
Description Period penses Describe Describe Period
<S> <C> <C> <C> <C> <C>
July 31, 1999:
Allowance for
doubtful
accounts $1,211 $ 2 $ 443(3) $(165)(1) $1,289
(202)(2)
July 31, 1998:
Allowance for
doubtful
accounts 758 1 758(3) (17)(1) 1,211
(289)(2)
July 31, 1997:
Allowance for
doubtful
accounts 954 60 293(3) (213)(1) 758
(336)(2)
</TABLE>
(1) Collection of accounts previously reserved.
(2) Write-off from reserve accounts deemed to be uncollectible.
(3) Reserve of billed extras charged against corresponding
revenue account.
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1999
<PERIOD-END> JUL-31-1999
<CASH> 1,944,000
<SECURITIES> 0
<RECEIVABLES> 12,890,000
<ALLOWANCES> (1,289,000)
<INVENTORY> 3,466,000
<CURRENT-ASSETS> 17,837,000
<PP&E> 16,215,000
<DEPRECIATION> (8,529,000)
<TOTAL-ASSETS> 32,265,000
<CURRENT-LIABILITIES> 19,369,000
<BONDS> 8,808,000
0
0
<COMMON> 359,000
<OTHER-SE> 12,302,000
<TOTAL-LIABILITY-AND-EQUITY> 32,265,000
<SALES> 0
<TOTAL-REVENUES> 33,379,000
<CGS> 0
<TOTAL-COSTS> 19,984,000
<OTHER-EXPENSES> 10,711,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 910,000
<INCOME-PRETAX> 1,918,000
<INCOME-TAX> (1,675,000)
<INCOME-CONTINUING> 3,680,000
<DISCONTINUED> 0
<EXTRAORDINARY> 192,000
<CHANGES> 0
<NET-INCOME> 3,488,000
<EPS-BASIC> 0.97
<EPS-DILUTED> 0.97
</TABLE>
