SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
Amended Quarterly Report Under Section 13 or 15 (d) of
the Securities Exchange Act of 1934
FOR QUARTER ENDED April 30, 1998
COMMISSION FILE NO. 0-8190
WILLIAMS INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
VIRGINIA 54-0899518
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2849 MEADOW VIEW ROAD, FALLS CHURCH, VIRGINIA 22042
(Address of Principal Executive Offices) (Zip Code)
(703) 560-5196
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former names, former address 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
3,574,754
Number of Shares of Common Stock Outstanding at April 30, 1998
This report is being amended to correct typographical and
transcription errors in the original submission, which affected
the Condensed Consolidated Statements of Operations and Cash Flows.
For convenience, we have included in this filing the Condensed
Consolidated Balance Sheets, Statements of Operations, and Cash
Flows.
WILLIAMS INDUSTRIES, INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
April 30, July 31,
1998 1997
ASSETS
Cash and cash equivalents 855,486 1,867,144
Restricted Cash 33,794 252,412
Accounts and notes receivable 11,651,307 10,322,033
Inventories 2,119,417 2,727,814
Costs and estimated earnings in
excess of billings on
uncompleted contracts 263,260 845,325
Investments in unconsolidated affiliates 955,769 1,770,940
Property and equipment, net of
accumulated depreciation and
amortization of $9,253,729
and $9,387,155 9,608,959 10,686,243
Prepaid expenses and other assets 1,531,544 1,217,808
Deferred income taxes 1,670,000 1,800,000
TOTAL ASSETS 28,689,536 31,489,719
LIABILITIES
Notes payable 10,958,535 12,638,056
Accounts payable 4,369,534 4,842,837
Accrued compensation, payroll taxes
and amounts withheld from employees 616,621 694,634
Billings in excess of costs and
estimated earnings on uncompleted
contracts 2,396,731 2,972,587
Other accrued expenses 2,440,895 3,531,599
Income taxes payable 141,000 108,000
Total Liabilities 20,923,316 24,787,713
Minority Interests 187,979 170,237
STOCKHOLDERS' EQUITY
Common stock - $0.10 par value,
10,000,000 shares authorized:
3,574,754 and 2,839,756 shares
issued and outstanding 357,476 283,976
Additional paid-in capital 16,376,958 15,705,430
Accumulated deficit (9,156,193) (9,457,637)
Total Stockholders' Equity 7,578,241 6,531,769
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY 28,689,536 31,489,719
See notes to condensed consolidated financial statements.
WILLIAMS INDUSTRIES, INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Nine Months Ended
April 30, April 30,
1998 1997 1998 1997
REVENUE
Construction 5,254,976 5,933,637 12,296,047 16,886,654
Manufacturing 2,396,992 3,113,824 7,323,085 7,989,642
Other 194,949 267,637 644,116 1,115,331
Total Revenue 7,846,917 9,315,098 20,263,248 25,991,627
DIRECT COSTS
Construction 2,962,243 3,796,929 7,070,061 10,715,221
Manufacturing 1,534,718 2,267,868 5,475,359 5,576,172
Total Direct
Costs 4,496,961 6,064,797 12,545,420 16,291,393
GROSS PROFIT 3,349,956 3,250,301 7,717,828 9,700,234
OTHER INCOME - - 564,051 60,035
EXPENSES
Overhead 767,842 783,294 2,238,844 2,487,569
General and
Administrative 1,580,524 1,477,101 3,727,263 4,603,206
Depreciation 301,020 263,417 912,076 766,246
Interest 326,387 466,110 947,239 1,182,427
Total Expenses 2,975,773 2,989,922 7,825,422 9,039,448
PROFIT BEFORE
INCOME TAXES, EQUITY
EARNINGS AND MINORITY
INTERESTS 374,183 260,379 456,457 720,821
INCOME TAX (BENEFIT)
PROVISION 109,400 (1,752,000) 168,800
(1,684,000)
PROFIT BEFORE EQUITY
IN EARNINGS AND
MINORITY
INTERESTS 264,783 2,012,379 287,657 2,404,821
Equity in (loss)
earnings of
unconsolidated
affiliates 19,400 9,380 (770,471) 14,690
Minority interest
in income of
consolidated
subsidiaries (4,168) (10,079) (24,742) (38,663)
PROFIT BEFORE
EXTRAORDINARY ITEM 280,015 2,011,680 (507,556) 2,380,848
EXTRAORDINARY ITEM
Gain on
extinguishment
of debt - 3,189,000 809,000 3,189,000
NET PROFIT 280,015 5,200,680 301,444 5,569,848
PROFIT PER
COMMON SHARE-PRIMARY
(Loss) Profit before
extraordinary item 0.08 0.77 (0.16) 0.92
Extraordinary item - 1.23 0.26 1.23
PROFIT PER COMMON
SHARE-PRIMARY 0.08 2.00 0.10 2.15
PROFIT PER COMMON SHARE-
ASSUMING DILUTION
(NOTE 9)
Profit before
extraordinary item 0.08 0.75 (0.16) 0.92
Extraordinary item - 1.05 0.26 1.23
PROFIT PER COMMON SHARE-
ASSUMING DILUTION 0.08 1.80 0.10 2.15
See notes to condensed consolidated financial
statements.
WILLIAMS INDUSTRIES, INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
April 30, April 30,
1998 1997
CASH FLOWS FROM OPERATING ACTIVITIES
Net profit 301,444 5,569,848
Adjustments to reconcile net cash
used in operating activities:
Depreciation and amortization 912,076 766,246
Interest expense related to
convertible debentures - 269,937
Gain on extinguishment of debt (809,000) (3,189,000)
Gain on disposal of property,
plant and equipment (777,045) (337,214)
Minority interests in earnings 24,742 38,663
Equity in loss (earnings) of
unconsolidated affiliates 770,471 (14,690)
Changes in assets and liabilities:
Increase in accounts and notes
receivable (1,329,274) (579,457)
Decrease (increase) in inventories 608,397 (380,401)
Decrease in costs and estimated
earnings related to billings
on uncompleted contracts (net) 6,209 1,014,055
Increase in prepaid expenses and
other assets (313,736) (266,700)
Decrease (increase) in deferred
income taxes 130,000 (1,800,000)
Increase (decrease) in accounts
payable 299,556 (1,119,423)
Decrease in accrued compensation,
payroll taxes, and amounts
withheld from employees (78,013) (72,527)
Decrease in other accrued expenses (277,168) (611,840)
Increase in income taxes payable 33,000 44,018
NET CASH USED IN OPERATING ACTIVITIES (568,341) (641,485)
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures for property,
plant and equipment (493,906) (2,512,351)
Proceeds from sale of property,
plant and equipment 1,859,159 595,846
Decrease in restricted cash 218,618 -
Minority interest dividends (7,000) (9,998)
Dividends from unconsolidated
affiliate 44,700 50,288
NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES 1,621,571 (1,876,215)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings 2,100,583 8,171,851
Repayments of notes payable (4,310,499) (5,297,593)
Issuance of common stock 145,028 141,275
NET CASH (USED IN) PROVIDED BY
FINANCING ACTIVITIES (2,064,888) 3,015,533
NET DECREASE IN CASH AND CASH
EQUIVALENTS (1,011,658) 497,833
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 1,867,144 1,300,867
CASH AND CASH EQUIVALENTS,
END OF PERIOD 855,486 1,798,700
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Cash paid during the period for:
Income taxes 8,400 71,982
Interest 921,682 849,778
See notes to condensed consolidated financial
statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this amended report to be
signed on its behalf by the undersigned thereunto duly authorized.
WILLIAMS INDUSTRIES, INCORPORATED
June 9, 1998 /s/ Frank E. Williams, III
Frank E. Williams, III
President, Chairman of the
Board
Chief Financial Officer