SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15 (d) of
the Securities Exchange Act of 1934
For Quarter Ended October 31, 2002
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 (IRS Employer
incorporation or organization) Identification No.)
8624 J.D. Reading Drive, Manassas, Virginia 20109
(Address of Principal Executive Offices) (Zip Code)
P.O. Box 1770, Manassas, Virginia 20109
(Mailing Address for Principal Executive Offices)
(703) 335-7800
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former names, former addresses and former fiscal year,
if changes since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for 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
3,574,388
Number of Shares of Common Stock Outstanding at October 31, 2002
ITEM 1. Financial Statements
WILLIAMS INDUSTRIES, INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
($000 Omitted)
ASSETS
--------
October 31, July 31,
2002 2002
CURRENT ASSETS ---------- ----------
Cash and cash equivalents $ 1,773 $ 3,380
Restricted cash 69 50
Certificates of deposit 593 705
Accounts receivable, net 17,943 17,731
Inventory 4,453 4,866
Costs and estimated earnings
in excess of billings
on uncompleted contracts 2,994 1,509
Prepaid and other expenses 2,302 2,263
-------- --------
Total current assets 30,127 30,504
-------- --------
PROPERTY AND EQUIPMENT, AT COST 20,360 20,209
Accumulated depreciation (12,571) (12,238)
-------- --------
Property and equipment, net 7,789 7,971
-------- --------
OTHER ASSETS
Deferred income taxes 2,216 2,246
Other 1,879 1,535
-------- --------
Total other assets 4,095 3,781
-------- --------
TOTAL ASSETS $ 42,011 $ 42,256
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Current portion of notes payable $ 2,083 $ 2,120
Accounts payable 5,315 4,900
Billings in excess of costs
and estimated earnings
on uncompleted contracts 3,926 4,104
Deferred income 93 99
Other liabilities 4,971 5,457
-------- --------
Total current liabilities 16,388 16,680
LONG-TERM DEBT
Notes payable,
less current portion 7,640 7,649
-------- --------
Total Liabilities 24,028 24,329
-------- --------
MINORITY INTERESTS 218 212
-------- --------
COMMITMENTS AND CONTINGENCIES - -
STOCKHOLDERS' EQUITY
Common stock - 3,574,388 and
3,575,776 issued and outstanding 357 358
Additional paid-in capital 16,337 16,348
Retained earnings 1,071 1,009
-------- --------
Total stockholders' equity 17,765 17,715
-------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 42,011 $ 42,256
========= =========
See Notes To Condensed Consolidated Financial Statements.
WILLIAMS INDUSTRIES, INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
($000 omitted)
Three Months Ended
October 31,
2002 2001
-------- --------
REVENUE
Construction $ 3,759 $ 3,588
Manufacturing 9,412 7,177
Sales and service 1,671 2,178
Other 49 244
-------- --------
Total revenue 14,891 13,187
-------- --------
DIRECT COSTS
Construction 2,439 2,453
Manufacturing 6,092 4,071
Sales and service 1,756 1,520
-------- --------
Total direct costs 10,287 8,044
-------- --------
GROSS PROFIT 4,604 5,143
-------- --------
EXPENSES
Overhead 1,918 1,658
General and administrative 1,995 2,040
Depreciation 411 376
Interest 162 173
-------- --------
Total expenses 4,486 4,247
-------- --------
EARNINGS BEFORE
INCOME TAXES
AND MINORITY INTERESTS 118 896
INCOME TAX PROVISION 50 358
-------- --------
EARNINGS BEFORE
MINORITY INTERESTS 68 538
Minority interests (6) (10)
-------- --------
NET EARNINGS $ 62 $ 528
======== ========
EARNINGS PER COMMON
SHARE- BASIC $ 0.02 $ 0.15
======== ========
EARNINGS PER COMMON
SHARE- DILUTED $ 0.02 $ 0.15
======== ========
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING: BASIC 3,573,691 3,595,906
--------- ---------
DILUTED 3,573,691 3,595,906
--------- ---------
See Notes To Condensed Consolidated Financial Statements
WILLIAMS INDUSTRIES, INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
($000 Omitted) Three Months Ended
October 31,
2002 2001
-------- --------
NET CASH (USED IN) PROVIDED
BY OPERATING ACTIVITIES $(1,413) $ 619
NET CASH USED INVESTING ACTIVITIES (136) (620)
NET CASH PROVIDED BY (USED
IN) FINANCING ACTIVITIES (58) (437)
-------- --------
NET DECREASE IN
CASH AND CASH EQUIVALENTS (1,607) (1,676)
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 3,380 3,748
-------- --------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 1,773 $ 2,072
======== ========
SUPPLEMENTAL DISCLOSURES
OF CASH FLOW INFORMATION:
Cash paid during the period for:
Income Taxes $ 123 $ 59
======== ========
Interest $ 161 $ 176
======== ========
See Notes To Condensed Consolidated Financial Statements.
WILLIAMS INDUSTRIES, INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
October 31, 2002
1. INTERIM FINANCIAL STATEMENTS
This document includes unaudited interim financial statements that
should be read in conjunction with the Company's latest audited annual
financial statements. However, in the opinion of management, these
financial statements contain all adjustments, consisting only of normal
recurring items, necessary for a fair presentation of the Company's
financial position as of October 31, 2002, as well as the results of
its operations for the three months ended October 31, 2002 and 2001,
respectively, and cash flows for the three months then ended.
2. RELATED-PARTY TRANSACTIONS
Mr. Frank E. Williams, Jr., who owns or controls approximately 39%
of the Company's stock, and is also a director of the Company, also owns
controlling interests in the outstanding stock of Williams Enterprises of
Georgia, Inc., and Structural Concrete Products, LLC. Additionally, Mr.
Williams, Jr. owns a substantial interest in the Williams and Beasley
Company. Each of these entities did business with the company during
the three months ended October 31, 2002 and 2001. Net billings to these
entities was approximately $399,000 and $3,379,000 for the three months
ended October 31, 2002 and 2001, respectively. Costs incurred with these
entities was approximately $538,000 and $187,000 for the three months ended
October 31, 2002 and 2001, respectively. At October 31, 2002 and 2001 the
Accounts Receivable due from these entities were $1,437,000 and $1,904,000
respectively. Accounts Payable to these entities were $310,000 and $187,000
at October 31, 2002 and 2001, respectively.
The Company is obligated to the Williams Family Limited Partnership
under a lease agreement for real property with an option to purchase. The
partnership is controlled by individuals, directly or indirectly, who own
approximately 42% of the Company. The lease, which has an original term of
five years and an extension option for five years, commenced February 15,
2000. The Company recognized lease expense for the three months ended
October 31, 2002 and 2001 of $14,000 and $14,000, respectively.
Mr. George Pocock, who is an officer of the Company, owns a
controlling interest in Construction Insurance Agency. Costs incurred
with this entity were $100,000 and $29,000 for the three months ended
October 31, 2002 and 2001, respectively. Accounts payable to this entity
were $39,000 and $2,000 at October 31,2002 and 2001, respectively.
3. COMMITMENTS/CONTINGENCIES
The Company entered into a lease on October 1, 2001 for a 300,000 square
foot manufacturing plant in Bessemer, AL. The initial term of the lease is
for three years at $420,000 per year with a three-year renewal option at
$600,000 per year. Rent for the three month periods ended October 31, 2002
and 2001 was $105,000 and $35,000, respectively. The Company has the right
to terminate the lease at the conclusion of either the initial three-year
term or the three-year renewal option.
In addition, the Company is obligated to pay $500,000 for the purchase
of the plant's equipment, after either the initial term of the lease or the
renewal period, unless the plant is purchased. The Company has the right to
purchase the plant at any time for $6,000,000.
The Company is party to various 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.
4. SEGMENT INFORMATION
Information about the Company's operations in its operating
segments for the three months ended October 31, 2002 and 2001 is
as follows (in thousands):
Three Months Ended
October 31,
2002 2001
--------- --------
Revenues:
Construction $ 4,198 $ 4,191
Manufacturing 9,632 7,258
Sales & Service 1,687 2,213
Other 223 402
-------- --------
15,740 14,064
-------- --------
Intersegment revenues:
Construction 439 603
Manufacturing 220 81
Sales & Service 16 35
Other 174 158
-------- --------
849 877
-------- --------
Consolidated revenues:
Construction 3,759 3,588
Manufacturing 9,412 7,177
Sales & Service 1,671 2,178
Other 49 244
Total Consolidated -------- --------
Revenues $14,891 $13,187
-------- --------
Earnings before
income taxes
and minority interest:
Construction $ 434 $ 261
Manufacturing 748 1,063
Sales & Service (650) 28
Other (414) (456)
-------- --------
Total $ 118 $ 896
-------- --------
5. INVENTORIES
Materials inventory consists of structural steel, steel plates and
galvanized steel coils. Costs of materials inventory is accounted for
using either the specific identification method or average cost. The cost
of supplies inventory is accounted for using the first-in, first-out,
(FIFO) method.
6. PURCHASE OF ASSETS
During the quarter ended October 31, 2002, the Company purchased
various fixed assets, for use in its operations, for approximately
$230,000. Approximately $158,000 of these fixed assets were purchased
through financing at prevailing rates.
7. STOCKHOLDERS' EQUITY
Stockholders' Equity declined by approximately $11,000 during
the quarter ended October 31, 2002 due to the repurchase of 2,093
shares of the Company's stock.
8. RECLASSIFICATIONS
Certain Balance Sheet and Statement of Earnings items for
prior periods have been reclassified to conform to current period
classifications.
Item 2. Management's Discussion and Analysis
Financial Condition and Results of Operations
General
- -------
The Company's operations serve the industrial, commercial and
institutional construction markets, primarily in the Mid-Atlantic region
of the United States. However, during Fiscal 2002, the Company expanded
its operations, particularly in the manufacturing segment, to serve more
of the southeastern region of the country. A manufacturing facility was
opened in Bessemer, Alabama to fabricate steel bridge girders and another
plant, designed to fabricate Stay-In-Place decking, is scheduled to begin
production in December 2002 in Gadsden, Alabama.
Demand for the majority of the Company's products and services
continues to be strong, due in part to continued governmental spending on
infrastructure. The Company's Sales and Services segment continues to
produce less than acceptable results. Management is evaluating the
potential sale of some of the segment's assets, as well as a corporate
restructuring of the subsidiaries that comprise the segment.
The Company's subsidiaries, through the combination of manufacturing,
construction, and heavy hauling and lifting capabilities, offer a turnkey
approach for customers, thereby increasing competitiveness on some
contracts. Each of the subsidiaries maintains its own customer base, but
works to translate individual projects into broader opportunities for the
Company to obtain work.
Financial Condition
- -------------------
For the quarter ended October 31, 2002, the Company's net working
capital decreased slightly from $13,824,000 at July 31, 2002 to
$13,739,000 at October 31, 2002.
Even though the Company increased revenues, accounts receivable
only increased slightly, as the Company continues to be aggressive in the
collection of accounts. Inventory declined slightly as the Company used
materials that had been previously purchased in large quantities for use
in upcoming contracts. The large purchases were made as a hedge against
anticipated cost increases in raw materials. The Company has adequate
inventory on hand for current needs.
At October 31, 2002, Stockholders' Equity was $17,765,000, an
increase of $50,000 from July 31, 2002. The Company's issued and
outstanding shares decreased slightly from 3,575,776 shares at July 31,
2002 to 3,574,388 shares at October 31, 2002 due to the Company's
repurchase of shares as part of its announced program to purchase
approximately 5% of its stock through open-market transactions.
At October 31, 2002, the Company has about $3.9 million in variable
rate notes payable; therefore the continuing decline in interest rates
has reduced the Company's interest expense.
Management believes that operations will generate sufficient cash to
fund activities. The Company is engaged in businesses that are cyclical
in nature and the use of cash in one quarter tends to be made up in other
quarters. However, as revenues increase, it may become necessary to
continue increasing the Company's credit facilities to handle short-term
cash requirements, particularly in terms of inventory for major fabrication
projects. Management, therefore, is focusing on the proper allocation of
resources to ensure stable growth.
Three Months Ended October 31, 2002 Compared to
Three Months Ended October 31, 2001
The Company reported a decline in net income for the quarter ended
October 31, 2002 as compared to 2001. Net income was $62,000 or $0.02
per share on total revenue of $14,891,000 for the quarter ended October 31,
2002. Net income was $528,000 or $0.15 per share on total revenue of
$13,187,000 for the quarter ended October 31, 2001.
Overall direct costs, when viewed as a percentage of total revenue,
increased. For the quarter ended October 31, 2001, overall direct costs
were 61% of total revenue. For the quarter ended October 31, 2002, this
increased to 69%. This is due to decreased revenue in the Company's Sales
and Services segment, as well as increased costs in the manufacturing
segment. The Sales and Services segment is a relatively fixed-cost
business; therefore costs do not necessarily decrease in relation to
revenue declines. In the manufacturing segment, gross margin percentages
on recently contracted jobs were obtained at lower profit percentages than
in the prior year. This was due to increased competition. Additionally,
costs increased due to cost overruns on work produced in the Company's
Bessemer plant.
The decline in profitability is primarily due to the previously mentioned
problems in the Company's Sales and Services' segment. When the quarter
ended October 31, 2002 is compared to the quarter ended October 31, 2001,
the segment had a decline in revenues of $491,000 and, again on a
comparative basis, a change in gross profits of $721,000. Because of
losses in this segment, management is reviewing the operations and long-
term future of this division. The decision to sell at least 15% of the
segment's under performing assets has already been disclosed and
implementation is occurring. Other changes, including the termination
of some personnel, as well as the consolidation of operating activities,
are in process.
The Company's manufacturing segment continues to benefit from
consistent order flow for bridge girders and decking, both components of
the federal government's multi-billion dollar infrastructure improvement
(TEA 21) program. Manufacturing revenues increased from $7,177,000 for
the quarter ended October 31, 2001 to $9,412,000 for the quarter ended
October 31, 2002, due in part to the fully operational status of the
Bessemer plant. Profitability, however, declined due to reductions in
gross profit margins in the quarter.
The trend of manufacturing becoming a larger part of the Company's
business began with federal funding increases in Fiscal 1999. The
increasing proportion of revenues generated by manufacturing is expected
to continue as funding for infrastructure programs is scheduled to
continue increasing for at least five years.
The October 2001 addition of the 300,000-square-foot Bessemer,
Alabama facility has increased the Company's manufacturing business,
opening many new opportunities in the southeastern United States. This
facility, which is being leased from Arkansas Steel Processing Inc./
Alabama, provides additional capacity to Williams Bridge Company's
Manassas and Richmond, Virginia plants.
During the quarter ended October 31, 2002, S.I.P. Inc. of Delaware
leased a new manufacturing facility in Gadsden, Alabama. S.I.P., which
specializes in the manufacture of Stay-In-Place metal bridge deck forms,
expanded its operations from Wilmington, Delaware to a leased 20,000
square-foot facility. It is anticipated that actual production will
commence in December. The second plant will allow S.I.P. to more
effectively compete in the Southeastern markets. New customers in the
expanded market area have already awarded S.I.P. several contracts.
Management believes that the future prospects for this plant are excellent.
The Company's construction segment experienced slight revenue growth
when the quarters are compared. Construction revenue went from $3,588,000
for the three months ended October 31, 2001 to $3,759,000 for the three
months ended October 31, 2002. The increase in revenue is due primarily
to several large projects now under construction, most notably at The
National Institutes of Health Clinical Research Center in Bethesda,
Maryland and the renovation of the National Archives in Washington, D.C.
The construction segment is also performing work at more competitive rates
in more geographic locations.
BACKLOG
At October 31, 2002, the Company's backlog was $42.9 million, which
is roughly equivalent to the backlog at October 31, 2001. The Company's
backlog includes a good mix of work for the Construction and Manufacturing
segments. Sales and Services work is normally performed as needed and only
a small portion of this segment's work is included in the backlog numbers.
Most of the backlog will be completed within the next 12 months if
contract schedules are followed. Management believes that the level of
work is sufficient to allow the Company to have adequate work throughout
Fiscal 2003.
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
activity in the Company's market areas. Investors or other users
of 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 risks 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.
RECENT ACCOUNTING PRONOUNCEMENTS:
In October 2002, the Financial Accounting Standards Board issued
SFAS 147, "Acquisitions of Certain Financial Institutions." This standard
is not expected to have any effect on the Company.
SFAS No. 146 addresses financial accounting and reporting for costs
associated with exit or disposal activities and nullifies Emerging Issues
Task Force (EITF) Issue No. 94-3, "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a restructuring)." Under Issue
No. 94-3, a liability for an exit cost as defined in Issue 94-3 was
recognized at the date of an entity's commitment to an exit plan.
SFAS No. 146 requires that a liability for a cost associated with an
exit or disposal activity be recognized and measured initially at fair
market value only when the liability is incurred and not when management
has completed the plan. The provisions of this Statement are effective
for exit or disposal activities that are initiated after December 31,
2002 and the Company expects to adopt this new Standard with its fiscal
year beginning August 1, 2002. The Company does not have any plans
associated with an exit or disposal of an activity and, therefore does
not believe the adoption of this standard will have an impact on its
financial statements.
ITEM 3: Quantitative and Qualitative Disclosures
About Market Risks
Interest Rate Risk
The Company's cash equivalents and restricted cash, invested in
interest-bearing instruments, are presented at fair value on the Company's
balance sheets. The Company's exposure to market risks for changes in
interest rates relate primarily to these investments and long-term debt.
ITEM 4: Controls and Procedures
As of October 31, 2002, an evaluation was performed under the
supervision and with the participation of the Company's management,
including the Chief Executive Officer and CFO, of the effectiveness of
the design and operation of the Company's disclosure control and
procedures. Based on that evaluation, the Company's management,
including the CEO and CFO, concluded that the Company's disclosure
controls and procedures were effective as of October 31, 2002.
There have been no significant changes in the Company's internal
controls or in other factors that could significantly affect internal
controls subsequent to October 31, 2002.
Disclosure controls and procedures are the controls and other
procedures that are designed to ensure that information required to be
disclosed by the Company in the reports filed or submitted under the
Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the Securities and Exchange Commission's
rules and forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information
required to be disclosed in the reports filed under the Exchange Act is
accumulated and communicated to management, including the Company's
principal executive officer and principal financial officer, as
appropriate to allow timely decisions regarding required disclosure.
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings
General
The Company is party to various 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 and other expense
accruals, coupled with its primary and excess liability coverage,
are adequate coverage for such claims or contingencies.
During the quarter ended October 31, 2002, Williams Steel Erection
Company, the Company's primary construction division operation, became
the target of The International Association of Bridge, Structural,
Ornamental & Reinforcing Iron Worker's union attempts at organizing the
subsidiary's workforce. The union lost the election, but has continued
a negative media campaign against both the subsidiary and the parent
company. As a consequence of union activity, the subsidiary's
apprenticeship program faced a legal challenge in Virginia. The initial
ruling did not favor the subsidiary, but an appeal has been noted.
Contrary to published statements issued by the union, management believes
this issue will have no bearing on the subsidiary's ability to obtain
governmental contracts.
ITEM 2. Changes in Securities
None.
ITEM 3. Defaults Upon Senior Securities
None.
ITEM 4. Submission of Matters to a Vote
of Security Holders
On November 9, 2002, the shareholders of Williams Industries, Inc.
elected the Company's board of directors at the annual meeting of
shareholders. Elected were: Stephen N. Ashman, Thomas C. Mitchell,
R. Bentley Offutt, William Sim, Frank E. Williams, Jr., and Frank E.
Williams, III.
The results of the November 9, 2002 shareholder's election of
directors are as follows:
Nominee For Abstain
- ---------- --------- ---------
Stephen N. Ashman 3,416,831 19,637
Thomas C. Mitchell 3,414,598 21,870
R. Bentley Offutt 3,415,172 21,296
William J. Sim 3,416,831 19,637
Frank E. Williams, Jr. 3,414,031 22,437
Frank E. Williams, III 3,388,631 47,837
ITEM 5. Other Information
None.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(99)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Williams Industries,
Incorporated (the "Company") on Form 10-Q for the quarter ending
October 31, 2002, as filed with the Securities and Exchange Commission
on the date hereof (the "Report"), I, Frank E. Williams, III, the
Chairman of the Company, certify, pursuant to and for purposes of 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Company.
Date November 25, 2002 /s/ Frank E. Williams, III
---------------------------
Chairman
(b) Reports on Form 8-K
None.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned
thereunto duly authorized.
WILLIAMS INDUSTRIES, INCORPORATED
November 25, 2002 /s/ Frank E. Williams, III
---------------------------------
Frank E. Williams, III
President, Chairman of the Board
Chief Financial Officer
SECTION 302 CERTIFICATION
CERTIFICATIONS
I, Christ H. Manos, certify that:
1. I have reviewed this quarterly report of Williams Industries, Inc.
on Form 10-Q as of October 31, 2002;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report.
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this quarterly
report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses
in internal controls; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date November 25, 2002 /s/ Christ H. Manos
---------------------
Christ H. Manos
Treasurer
SECTION 302 CERTIFICATION
CERTIFICATIONS
I, Frank E. Williams, III, certify that:
1. I have reviewed this quarterly report of Williams Industries, Inc.
on Form 10-Q as of October 31, 2002;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report.
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this quarterly
report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses
in internal controls; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date November 25, 2002 /s/ Frank E. Williams, III
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Frank E. Williams, III
Chief Executive Officer/
Chief Financial Officer