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, 1999
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
3,587,877
Number of Shares of Common Stock Outstanding at October 31, 1999
WILLIAMS INDUSTRIES, INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
Three Months Ended
($000 omitted except earnings per share) October 31,
1999 1998
REVENUE: ----------- -----------
Construction $ 2,091 $ 3,091
Manufacturing 4,799 2,585
Sales and service 1,743 1,600
Other revenue 156 153
-------- --------
Total revenue 8,789 7,429
-------- --------
DIRECT COSTS:
Construction 1,291 2,115
Manufacturing 3,320 1,493
Sales and service 1,069 907
-------- --------
Total direct costs 5,680 4,515
-------- --------
GROSS PROFIT 3,109 2,914
OTHER INCOME 28 31
EXPENSES:
Overhead 1,036 890
General and administrative 1,362 1,309
Depreciation and amortization 291 314
Interest 213 209
-------- --------
Total expenses 2,902 2,722
-------- --------
EARNINGS BEFORE INCOME TAXES, EQUITY
EARNINGS AND MINORITY INTERESTS 235 223
INCOME TAX PROVISION 74 80
-------- --------
EARNINGS BEFORE EQUITY EARNINGS AND
MINORITY INTERESTS 161 143
Equity in earnings of
unconsolidated affiliates 43 42
Minority interest in
consolidated subsidiary (16) (11)
-------- --------
NET EARNINGS $ 188 $ 174
======== ========
EARNINGS PER COMMON SHARE:
BASIC: $ 0.05 $ 0.05
======== ========
DILUTED: $ 0.05 $ 0.05
======== ========
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING: BASIC 3,587,877 3,576,429
--------- ---------
See Notes To Condensed Consolidated Financial Statements.
WILLIAMS INDUSTRIES, INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
($000s omitted)
ASSETS
October 31, 1999 July 31, 1999
CURRENT ASSETS ---------- ----------
Cash and cash equivalents $ 886 $ 1,145
Restricted cash 83 61
Certificates of deposit 746 738
Accounts receivable, (net of
allowances for doubtful
accounts of $1,227 in 1999
and $1,289 in 1998):
Contracts
Open accounts 11,329 8,667
Retainage 325 170
Trade 1,738 2,184
Other 486 460
-------- --------
Total accounts receivable - net 13,878 11,481
-------- --------
Inventory 1,830 2,290
Costs and estimated earnings in
excess of billings
on uncompleted contracts 1,017 1,481
Notes receivable 52 40
Prepaid expenses 615 601
-------- --------
Total current assets 19,107 17,837
-------- --------
PROPERTY AND EQUIPMENT, AT COST 15,820 16,215
Accumulated depreciation (8,683) (8,529)
-------- --------
Property and equipment, net 7,137 7,686
-------- --------
OTHER ASSETS
Notes receivable 57 80
Investments
in unconsolidated affiliates 1,060 1,048
Deferred income taxes 3,874 3,944
Inventory 1,083 1,176
Other 573 494
-------- --------
Total other assets 6,647 6,742
--------
- --------
TOTAL ASSETS $32,891 $32,265
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
October 31, 1999 July 31, 1999
---------- ----------
CURRENT LIABILITIES
Current portion of notes payable 1,246 $ 1,411
Accounts payable 3,953 4,868
Accrued compensation
and related liabilities 936 934
Billings in excess of costs and
estimated earnings on
uncompleted contracts 3,240 2,222
Deferred income 327 348
Other accrued expenses 2,109 2,060
Income taxes payable 80 129
-------- --------
Total current liabilities 11,891 11,972
LONG-TERM DEBT
Notes payable, less current portion 7,910 7,397
-------- --------
Total Liabilities 19,801 19,369
MINORITY INTERESTS 241 235
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock - $0.10 par value,
10,000,000 shares authorized;
3,587,877 issued and outstanding 359 359
Additional paid-in capital 16,424 16,424
Accumulated deficit (3,934) (4,122)
-------- --------
Total stockholders' equity 12,849 12,661
-------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $32,891 $32,265
======== ========
See Notes To Condensed Consolidated Financial Statements.
WILLIAMS INDUSTRIES, INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
($000s omitted)
Three Months Ended October 31, 1999 1998
CASH FLOWS FROM OPERATING ACTIVITIES: -------- --------
Net earnings $ 188 $ 174
Adjustments to reconcile net earnings
to net cash provided by (used in)
operating activities:
Depreciation and amortization 291 314
Decrease in allowance
for doubtful accounts (62) (116)
Gain on disposal of property,
plant and equipment (13) (3)
Decrease in deferred income taxes 70 70
Minority interest in earnings 16 11
Equity in earnings of affiliates (43) (42)
Dividend from unconsolidated affiliate 31 17
Changes in assets and liabilities:
Decrease in notes receivable 11 10
Increase in open contracts receivable (2,711) (67)
(Increase) decrease in contract retainage (155) 271
Decrease in trade receivables 437 476
Decrease in other receivables 94 135
Decrease (increase) in inventory 553 (743)
Decrease (increase) in costs and
estimated earnings related to billings
on uncompleted contracts, net 1,482 (172)
Increase in prepaid expenses
and other assets (93) (97)
(Decrease) increase in accounts payable (915) 848
Increase (decrease) in accrued compensation
and related liabilities 2 (53)
Increase (decrease) in other accrued expenses 49 (98)
Decrease in deferred income (21) (31)
Decrease in income taxes payable (49) (54)
------ ------
NET CASH (USED IN) PROVIDED BY
OPERATING ACTIVITIES (838) 850
------ ------
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for property, plant and equipment (158) (155)
(Increase) decrease in restricted cash (22) (20)
Proceeds from sale of property,
plant and equipment 429 132
Purchase of certificates of deposit (246) (290)
Maturities of certificates of deposit 238 200
------ ------
NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES 241 (133)
------ ------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 1,826 647
Repayments of notes payable (1,478) (1,144)
Minority interest dividends (10) (1)
------ ------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES 338 (498)
------ ------
NET (DECREASE) INCREASE
IN CASH AND CASH EQUIVALENTS (259) 219
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,145 1,384
------ ------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 886 $1,603
======= =======
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION:
Cash paid during the period for:
Income Taxes $ 53 $ 64
======= =======
Interest $ 209 $ 239
======= =======
See Notes To Condensed Consolidated Financial Statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
October 31, 1999
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying condensed consolidated financial statements
have been prepared in accordance with rules established by the
Securities and Exchange Commission. Certain financial disclosures
required to present the financial position and results of
operations in accordance with generally accepted accounting
principles are not included herein. The reader is referred to the
financial statements included in the annual report to shareholders
for the year ended July 31, 1999. The interim financial
information included herein is unaudited. However, such
information reflects all adjustments, consisting solely of normal
recurring adjustments which are, in the opinion of management,
necessary for a fair presentation of the financial position as of
October 31, 1999 and the results of operations for the three
months ended October 31, 1999 and 1998, and cash flows for the
three months ended October 31, 1999 and 1998.
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.
Basis of Consolidation - The condensed consolidated financial
statements include the accounts of the Company and all of its
majority-owned subsidiaries. All material intercompany balances
and transactions have been eliminated in consolidation.
RECENT ACCOUNTING PRONOUNCEMENTS:
The Company adopted Statement of Financial Accounting
Standards, Statement No. 130 "Reporting Comprehensive Income"
(SFAS 130) in Fiscal 1999. SFAS 130 establishes standards for
reporting and displaying comprehensive income and its components.
There are no items that the Company is required to recognize as
components of comprehensive income.
The Company also adopted SFAS 132, "Employers' Disclosures
about Pensions and Other Postretirement Benefits", in Fiscal 1999.
SFAS 132 revises disclosure about pension and other postretirement
benefit plans but has no impact on the Company's financial
statements.
The Company is required to adopt SFAS 133, "Accounting for
Derivative Instruments and Hedging Activities", in Fiscal 2000.
The Company has not yet determined what impact, if any, will occur
from implementation of this standard.
1. NOTES PAYABLE
A. United Bank: The Company's primary credit facility is with
United Bank in the form of three notes secured by the Company's
real estate, equipment and inventory. A total of $4,020,861 was
outstanding at October 31, 1999.
B. Industrial Revenue Bond: The Company has a Letter of Credit
with Wachovia Bank, N.A. The Letter of Credit serves as
collateral for an Industrial Revenue Bond secured by real estate
in the City of Richmond. As of October 31, 1999, the outstanding
balance was approximately $1,185,000. Principal payments are due
in increasing amounts through the maturity of the bonds in 2007.
A portion of the property covered by the Industrial Revenue Bond
is leased by a non-affiliated third party.
2. INVENTORIES
Inventory consisted of the following (in thousands):
October 31, July 31,
1999 1999
------- -------
Expendable tools
and equipment $ 806 $ 806
Supplies 277 277
Materials 1,830 2,383
------- -------
Total Inventory $ 2,913 $ 3,466
Less: Amount classified
as long term 1,083 1,176
------- -------
$ 1,830 $ 2,290
3. RELATED-PARTY TRANSACTIONS
Certain shareholders owning or controlling approximately 34%
of the outstanding stock of the Company own controlling interest
in the outstanding stock of Williams Enterprises of Georgia, Inc.
Billings to this entity and its affiliates were approximately
$228,000 for the three months ended October 31, 1999 and $483,000
for the three months ended October 31, 1998.
Certain shareholders owning or controlling approximately 34%
of the outstanding stock of the Company own 100% of the stock of
Williams and Beasley Company. Net billings from this entity
during the three months ended October 31, 1999 were approximately
$7,000. Billings from this entity during the three months ended
October 31, 1998 were approximately $104,000.
Certain shareholders owning or controlling approximately 34%
of the outstanding stock of the Company own 100% of the stock of
Structural Concrete Products, LLC. Billings to and from this
entity were approximately $31,000 for the three months ended
October 31, 1999. Billings to and from this entity were
insignificant during the three months ended October 31, 1998.
Mr. Frank E. Williams, Jr., who owns or controls
approximately 34% of the Company's stock and is also a director of
the Company, loaned $850,000 during the quarter ended October 31,
1999 to Williams Bridge Company, one of the Company's
subsidiaries. The loan is secured by a note, which has monthly
payments of interest only at prime plus 1%. The note is payable
on August 1, 2001.
4. COMMITMENTS/CONTINGENCIES
The Company is party to various claims arising in the
ordinary course of its business. Generally, claims exposure in
the Company's industries consists of contract claims, workers
compensation, personal injury, products' liability and property
damage. The Company believes that its insurance accruals, coupled
with its liability coverage, are adequate coverage for such
claims.
5. SEGMENT INFORMATION
The Company has adopted SFAS 131, "Disclosures about Segments
on an Enterprise and Related Information". SFAS 131 establishes
standards for reporting information about operating segments and
related disclosures about products and services, geographic areas
and major customers.
Information about the Company's operations in its operating
segments for the three months ended October 31, 1999 and 1998 is
as follows:
Three Months Ended
October 31,
(In Thousands)
1999 1998
Revenues: ------ ------
Construction $2,319 $3,416
Manufacturing 4,865 2,660
Sales and Services 1,859 1,746
Other 282 288
------ ------
9,325 8,110
====== ======
Intersegment revenues:
Construction 228 325
Manufacturing 66 75
Sales and Services 116 146
Other 126 135
------ ------
536 681
====== ======
Consolidated revenues:
Construction 2,091 3,091
Manufacturing 4,799 2,585
Sales and Services 1,743 1,600
Other 156 153
------ ------
Total Consolidated Revenues: 8,789 7,429
====== ======
Depreciation and amortization:
Construction 22 22
Manufacturing 81 47
Sales and Services 160 218
Other 28 27
------ ------
Total 291 314
====== ======
Earnings before income taxes, equity
earnings and minority interest:
Construction 257 383
Manufacturing 351 260
Sales and Services 89 1
Other (462) (421)
------ ------
Total 235 223
====== ======
Segment Assets:
Construction 8,461 8,480
Manufacturing 11,284 7,240
Sales and Services 4,217 6,430
Other 8,929 7,298
------ ------
Total 32,891 29,448
====== ======
6. YEAR 2000
The Company has completed its review of all operating systems
for compliance with Year 2000 issues. Management believes that
the Company is internally Year 2000 ready. However, the Company
is continuing discussions with third-party customers and vendors
regarding their Year 2000 readiness status. The Company believes
that its most reasonable worse case Year 2000 scenario would be if
its customers were not Year 2000 ready and payments to the Company
were delayed. If this worse case scenario were to occur, the
Company believes that it could delay payments to vendors and use
its capital and financing lines to pay its most critical
obligations until the situation was resolved.
7. SUBSEQUENT EVENT
The Company has entered into a contract with an unaffiliated
third party to purchase approximately 17 acres of unimproved real
estate for $567,500. The land, which is zoned for heavy
industrial use, adjoins the Company's current facilities in Prince
William County, Virginia. The Company expects to use most of the
property for expansion of its manufacturing facilities and
offices. Any excess property may be sold to defray the costs of
the acquisition. The contract is currently within a "study
period" during which the Company may cancel the transaction
without financial liability. If the Company elects to proceed
with the transaction, it is expected to close in the third quarter
of the current fiscal year.
Item 2. Management's Discussion and Analysis
Financial Condition and Results of Operations
General
The Company's operations continue to serve the industrial,
commercial and institutional construction markets. Operating
activity varied throughout the quarter as individual subsidiaries
dealt with different customer bases in providing highly
specialized services. In general, each of the Company's
subsidiaries was busy, but with different types of customers.
The Company continues to benefit greatly from increased
governmental spending on infrastructure, particularly as it
relates to bridge girders. This caused a dramatic increase in the
Company's manufacturing revenues for the quarter, far outstripping
the Company's traditionally strong construction revenues. The
trend of increasing manufacturing revenues, which became
significant in Fiscal 1999, is expected to continue for several
years as increased spending on infrastructure continues.
Construction revenues, which have declined recently due to
delays in project schedules, are anticipated to improve in the
coming months. Several significant projects, which have been in
the construction backlog for months, are anticipated to start in
the second quarter.
Sales and services segment revenues are fairly stable,
although the customer base continues to be fluid due to the nature
of the work performed.
This combination of diverse activity is considered to be in
the Company's best interests and marketing efforts are taking
place to expand the Company's customer base in all areas.
Management believes this will help smooth out slow downs in any
one segment of the construction business.
One problematic area in both the manufacturing and
construction subsidiaries has been the ability to hire and retain
qualified personnel. However, since this trend affects the
entire construction industry, management does not believe that
this problem creates a competitive disadvantage. Nevertheless,
aggressive steps, such as improvements to the Company's training
and benefit programs, are being taken to assure that the Company
maintains its quality labor pool.
Financial Condition
While the Company's overall financial condition continues to
improve, subsidiary operating results varied greatly during the
quarter ended October 31, 1999. Revenues in the manufacturing and
sales and services segments increased while construction revenues
declined.
Direct costs, when viewed as a percentage of revenue,
increased in all areas. A considerable portion of the increase is
attributed to labor costs, including overtime necessary to keep
major projects on schedule. Management continues to take
aggressive measures to overcome this difficulty.
Due to the high volumes of work produced during the quarter,
the Company's accounts receivable have increased by nearly 40%,
going from $8,667,000 at July 31, 1999 to $11,329,000 at October
31, 1999.
Other financial barometers, inventory and notes payable, also
reflect the Company's increased activity. In keeping with the
significant amount of manufacturing in the quarter, inventory has
declined. The Company's current portion of Notes Payable has
increased due to financing of insurance premiums for the coming
year. Long term debt has increased due to higher workloads and
activity requiring borrowing against the Company's line of credit
and sources of funds.
Stockholder's equity continues to improve, going from
$12,661,000 at July 31, 1999 to $12,849,000 at October 31, 1999.
Liquidity
During the quarter ended October 31, 1999, the Company's
operations used significant cash as a consequence of increased
activity, most notably in the manufacturing segment. Much of this
cash was generated from financing activities.
Major increases, nearly $2.7 million, in open contracts
receivable were one of the primary reasons that the borrowings
were necessary, although this was somewhat offset by a significant
decrease in costs and estimated earnings related to billings on
uncompleted contracts.
Going forward, management believes that operations will
continue to 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, particularly in terms of inventory expansion for
major fabrication projects. Management, therefore, is focusing on
the proper allocation of resources to ensure stable growth.
Operations
Currently, Williams Bridge Company is dealing almost
exclusively with governmental projects, the number of which
continues to increase as the states spend money allocated and
appropriated from the various federal infrastructure programs
approved by Congress in recent years.
Williams Steel Erection Company, in contrast, has been doing
the bulk of its recent work for commercial customers. The sales
and services companies, Greenway Corporation and Williams
Equipment Corporation, tend to work for the broadest base of
customers, frequently assisting each other and Williams Steel
Erection Company with equipment needs. Both of these companies
continue to expand their customer base, particularly in the
industrial area.
Piedmont Metal Products has a diverse customer base, while
Construction Insurance Agency deals both with commercial customers
as well as providing a variety of services for its sister
companies.
2000 Quarter Compared to 1999 Quarter
For the three months ended October 31, 1999, the Company had
a net profit of $188,000 or $0.05 per share on 3,587,877 shares.
This profit compares to $174,000 or $0.05 per share on 3,576,429
shares for the comparable quarter in Fiscal 1999.
While the earnings per share are comparable, the sources of
these results varied greatly from Fiscal 1999 to Fiscal 2000.
Manufacturing revenues nearly doubled, going from $2,585,000 in
Fiscal 1999 to $4,799,000 in Fiscal 2000. Unfortunately, a series
of cost overruns, many of which were due to overtime necessary to
meet project schedules, hampered manufacturing profits from
keeping pace with the segment's revenues. While manufacturing
revenues nearly doubled, manufacturing costs increased by about
120%. Going forward, however, management now believes that
sufficient personnel and material handling equipment are now in
place to reduce costs considerably.
Construction revenues declined by about 40%, with a
concomitant decline in direct costs. This decline is attributed
to a combination of factors, including the delays in start-up in
several major projects as well as the delays attributed to two
major tropical storms which impacted construction throughout the
region during the quarter.
In the sales and services segment, Greenway Corporation and
Williams Equipment Corporation, the Company's two crane rental and
rigging subsidiaries, both had increased revenues. Profitability
at Williams Equipment Corporation, however, did not meet projected
budget levels due to inclement weather and overtime costs.
As the Condensed Consolidated Statements of Operations shows,
overall construction revenue declined from $3,091,000 in the first
quarter of Fiscal 1999 to $2,073,000 in the comparable quarter of
Fiscal 2000. This is thought to be an aberration in terms of this
Fiscal Year for the Company. While construction revenues will
probably remain consistent or improve, management believes that
the significant revenue growth for the Company this year will come
in the manufacturing segment as Williams Bridge Company continues
to improve its backlog and acquire more girder fabrication work
for both its facilities.
The Company's subsidiaries continue to diversify both their
geographic marketplaces as well as their customer base,
particularly in relation to the shipping of fabricated products.
The Company's subsidiaries ship manufactured products to customers
not only in Virginia, Maryland and the District of Columbia, but
also in Pennsylvania, New Jersey, Tennessee, Ohio, and Delaware.
BACKLOG
The Company's backlog continues to be excellent, due in large
part to the significant increases occurring in the manufacturing
subsidiaries. Backlog at October 31, 1999 was $34.1 million as
compared to $27.3 million at October 31, 1998. The manufacturing
companies have been producing substantial revenues while
simultaneously maintaining a high backlog. The maintenance of
this level of activity is viewed as significant. 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 2000. Management believes that if this backlog
can be maintained, the Company will be able to achieve
consistently profitable results.
Management
Management, using the Company's updated strategic plan as a
guideline, is focusing on long-range growth and acquisition, while
simultaneously working on issues relating to profitability in
existing activities. Expansion of the Company's traditional
market areas is already occurring. It is anticipated that this
trend will continue.
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 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.
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 Company's industries consists of contract claims, workers'
compensation, personal injury, products' liability and property
damage. The Company believes that its insurance accruals, coupled
with its excess liability coverage, are adequate coverage for such
claims.
ITEM 2. Changes in Securities
During the quarter ended October 31, 1999, the Williams
Family Limited Partnership, which is not a component of the
Company, acquired 620,766 shares of Williams Industries' stock
previously owned by the Bank of America, N.A., successor to
NationsBank, N.A. Mr. Frank E. Williams, Jr., a Company director
and major shareholder, and Mr. Frank E. Williams, III, the
Company's President and CEO and a Company director, have beneficial
ownership in these shares through the Williams Family
Limited Partnership.
Also during the quarter ended October 31, 1999, a group which
included some Company directors, officers, and employees purchased
53,931 shares of the Company's stock that previously were held by
First Tennessee Bank National Association. The block was broken
up and the registered stock was reissued to the individual
participants according to their level of participation in the
funding of the purchase.
ITEM 3. Defaults Upon Senior Securities
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
December 6, 1999 /s/ Frank E. Williams, III
Frank E. Williams, III
President, Chairman of the
Board
Chief Financial Officer