UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended August 31, 1999
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Commission File Number 0-22992
THE SHAW GROUP INC.
(Exact name of registrant as specified in its charter)
LOUISIANA 72-1106167
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
8545 United Plaza Boulevard
Baton Rouge, Louisiana 70809 70809
(Address of principal executive offices) (Zip code)
(225) 932-2500
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: Common stock, no par
value, registered on the New York Stock Exchange.
Securities registered pursuant to Section 12(g) of the Act: None.
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 Item 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. [ ]
The aggregate market value of the stock held by non-affiliates (affiliates being
directors, officers and holders of more than 5% of the Company's common stock)
of the Registrant at September 30, 1999 was approximately $219 million.
The number of shares of the Registrant's common stock, no par value, outstanding
at November 30, 1999 was 15,208,046.
Explanatory Note:
This Form 10-K/A is being filed for the purpose of amending Part I, Item 7,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Results of Operations - Fiscal 1998 Compared to Fiscal 1997" of the
Annual Report on Form 10-K for the fiscal year ended August 31, 1999 which was
filed by The Shaw Group Inc. on November 3, 1999 (the "Form 10-K"). The sole
purpose of this amendment is to correct typographical errors contained therein.
In order to correct such typographical errors, Part I, Item 7,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Results of Operations - Fiscal 1998 Compared to Fiscal 1997," set
forth in the Form 10-K is hereby deleted and the following is substituted
therefor.
Fiscal 1998 Compared to Fiscal 1997
Revenues increased 49.4% for fiscal 1998 to $501.6 million from $335.7
million for fiscal 1997. Gross profit increased 24.4% to $79.6 million for
fiscal 1998 from $64.0 million for fiscal 1997. Approximately $112 million of
the increase in revenues related to sales of subsidiaries that the Company
acquired during fiscal 1998.
The Company's sales to customers in the following geographic regions
approximated the following amounts and percentages:
Geographic Region Fiscal 1997 Fiscal 1998
------------------- ----------------------- -----------------------
(in millions) % (in millions) %
------------- ----- ------------- -----
United States $ 232.5 69.3% $ 286.5 57.1%
Far East/Pacific Rim 62.6 18.6 100.6 20.0
Europe 4.8 1.4 55.8 11.1
South America 18.4 5.5 31.9 6.4
Middle East 12.8 3.8 18.4 3.7
Other 4.6 1.4 8.4 1.7
------- ------ ------- ------
$ 335.7 100.0% $ 501.6 100.0%
======= ====== ======= ======
Revenues from domestic projects increased $54.0 million, or 23%, from
$232.5 million for fiscal 1997 to $286.5 million for fiscal 1998. Revenues in
fiscal 1998 from all geographic areas increased over fiscal 1997 levels
primarily due to continued expansion through acquisitions. The increase in
revenues from Europe in fiscal 1998, compared to the prior year, was primarily
due to the acquisition of the Company's United Kingdom operations (Pipework
Engineering and Development and Prospect) in the first quarter of fiscal 1998.
During fiscal 1998, the Company began streamlining its United Kingdom
operations.
The Company's sales to customers in the following industry sectors
approximated the following amounts and percentages:
Industry Sector Fiscal 1997 Fiscal 1998
--------------- ----------------------- ---------------------
(in millions) % (in millions) %
------------- ----- ------------- -----
Power Generation $ 101.2 30.1% $ 193.5 38.6%
Chemical Processing 130.4 38.9 132.6 26.4
Crude Oil Refining 47.8 14.2 83.9 16.7
Petrochemical Processing * * 42.4 8.5
Oil and Gas Exploration
and Production * * 23.1 4.6
Other 56.3 16.8 26.1 5.2
------- ------ ------- -----
$ 335.7 100.0% $ 501.6 100.0%
======= ====== ======= =====
* Sales for the petrochemical processing and oil and gas exploration and
production sectors are not segregated and are included in the other sectors
in the above chart.
Revenues from the power generation sector in fiscal 1998 increased over the
prior year primarily due to increased revenues from the international power
generation market. Revenues from the international power generation market
increased primarily as a result of the acquisitions of Pipework Engineering and
Development and Prospect. Domestic power generation revenues also increased
primarily due to the expansion of construction services performed by the
Company's subsidiaries that were acquired in February and March of 1997.
Revenues from the chemical processing sector increased slightly over fiscal
1997 as a result of increased activity in both the domestic and international
markets.
Revenues from the crude oil refining sector for fiscal 1998 increased over
fiscal 1997 due to increased activity in the international markets.
Revenues from the petrochemical processing and oil and gas exploration and
production sectors were not segregated during fiscal 1997; therefore,
explanations of variances are not available. The decline in other sector
revenues in fiscal 1998 is the result of a decline in revenues from the
Company's pipe fabrication and bending operations in 1998 due to the substantial
completion of a large mining contract in fiscal 1997.
Gross profit margins in fiscal 1998 decreased to 15.9% from 19.1% for
fiscal 1997 due primarily to the following factors:
o a higher volume of pipe erection, maintenance and related construction
services work in fiscal 1998, which typically produces a lower gross
profit margin;
o reduced gross profit margins on the Company's manufactured products
due to pricing pressure from foreign imports in fiscal 1998; and
o lower profit margins realized from the Company's United Kingdom
operations since the acquisition of Pipework Engineering and Development
and Prospect.
General and administrative expenses were $48.5 million for fiscal 1998, up
29.7% from $37.4 million for fiscal 1997. Approximately $9 million of the
increase relates to general and administrative expenses of newly acquired
subsidiaries, including those owned for only part of fiscal 1997. The remaining
increase related to increased corporate overhead costs due to the general
expansion of its operations. However, as a percentage of revenues, general and
administrative expenses decreased from 11.2% in fiscal 1997 to 9.7% in fiscal
1998.
Interest expense for fiscal 1998 was $8.5 million, up 25.0% from $6.8
million in fiscal 1997, primarily due to increased borrowings to expand the
Company's business and to complete the acquisitions of Prospect, Cojafex,
Pipework Engineering and Development and Lancas in 1998.
The Company's effective tax rates for fiscal 1997 and fiscal 1998 were
30.6% and 30.2%, respectively. The decrease in the fiscal 1998 rates from fiscal
1997 was primarily due to additional tax savings from higher foreign export
sales and foreign sourced income taxed at lower rates partially offset by lower
state income tax incentives and refunds.
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
THE SHAW GROUP INC.
/s/ J. M. Bernhard, Jr.
-----------------------
By: J. M. Bernhard, Jr.
President and Chief Executive Officer
Date: December 3, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ J. M. Bernhard, Jr. Chairman of the Board, December 3, 1999
- ---------------------------- President and Chief Executive
(J.M. Bernhard, Jr.) Officer
/s/ Robert L. Belk Executive Vice President, December 3, 1999
- ---------------------------- Chief Financial Officer and
(Robert L. Belk) Chief Accounting Officer
* Director December 3, 1999
- ----------------------------
(Albert McAlister)
* Director December 3, 1999
- ----------------------------
(L. Lange Grigsby)
* Director December 3, 1999
- ----------------------------
(David W. Hoyle)
* Director December 3, 1999
- ----------------------------
(John W. Sinders, Jr.)
* Director December 3, 1999
- ----------------------------
(William H. Grigg)
*By: /s/ Robert L. Belk
------------------
Robert L. Belk
Attorney-in-Fact