UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10Q
Quarterly Report Under Section 13 or 15(d) of
the Securities Exchange Act of 1934
For Quarter Ended October 31, 2003
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)
P.O. Box 1770, Manassas, VA 20108
(Mailing address of principal executive offices)
(703) 335-7800
(Registrant's telephone number, including area code)
Not Applicable
(Former names, former addresses and former fiscal year,
if change 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 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 whether the registrant is an accelerated
filer (as defined in Rule 126-2 of the Exchange Act).
YES NO X
As of October 31, 2003, the Registrant had outstanding 3,588,032
shares of Common Stock.
WILLIAMS INDUSTRIES, INCORPORATED
FORM 10-Q
FOR THE QUARTER ENDED OCTOBER 31, 2003
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
PAGE
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets - October 31,
2003 and July 31, 2003
(Unaudited) 1
Condensed Consolidated Statements of Operations -
Three months ended October 31, 2003 and 2002
(Unaudited) 2
Condensed Consolidated Statements of Cash Flows -
Three months ended October 31, 2003 and 2002
(Unaudited) 3
Notes to Condensed Consolidated Financial Statements
(Unaudited) 4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 10
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISKS 13
ITEM 4. CONTROLS AND PROCEDURES 13
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 15
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 16
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 16
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS 16
ITEM 5. OTHER INFORMATION 16
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 16
CERTIFICATIONS AND SIGNATURES 17
WILLIAMS INDUSTRIES, INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited - in thousands except share data)
ASSETS
--------
October 31 July 31
2003 2003
--------- ---------
CURRENT ASSETS
Cash and cash equivalents $ 3,311 $ 2,023
Restricted cash 771 51
Certificates of deposit 16 417
Accounts receivable, net 15,690 16,386
Inventory 3,189 3,421
Costs and estimated earnings in excess
of billings on uncompleted contracts 2,612 3,139
Prepaid and other assets 2,332 1,767
--------- ---------
Total current assets 27,921 27,204
--------- ---------
PROPERTY AND EQUIPMENT, AT COST 23,182 22,242
Accumulated depreciation (12,370) (12,160)
--------- ---------
Property and equipment, net 10,812 10,082
--------- ---------
OTHER ASSETS
Deferred income taxes 2,494 2,624
Other 543 600
--------- ---------
Total other assets 3,037 3,224
--------- ---------
TOTAL ASSETS $ 41,770 $ 40,510
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Current portion of notes payable $ 2,204 $ 1,490
Accounts payable 4,774 5,410
Billings in excess of costs and estimated
earnings on uncompleted contracts 4,661 4,587
Deferred income 26 28
Other liabilities 4,692 4,416
--------- ---------
Total current liabilities 16,357 15,931
LONG-TERM DEBT
Notes payable, less current portion 8,169 7,570
--------- ---------
Total Liabilities 24,526 23,501
--------- ---------
MINORITY INTERESTS 190 187
--------- ---------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock - 3,588,032 and 3,586,880
issued and outstanding 359 359
Additional paid-in capital 16,396 16,390
Retained earnings 299 73
--------- ---------
Total stockholders' equity 17,054 16,822
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 41,770 $ 40,510
========= =========
See Notes To Condensed Consolidated Financial Statements.
WILLIAMS INDUSTRIES, INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited - in thousands, except share data)
Three Months Ended
October 31,
2003 2002
--------- ---------
REVENUE
Construction $ 4,266 $ 5,430
Manufacturing 9,298 9,412
Other 54 49
--------- ---------
Total revenue 13,618 14,891
--------- ---------
DIRECT COSTS
Construction 2,806 4,195
Manufacturing 5,841 6,092
--------- ---------
Total direct costs 8,647 10,287
--------- ---------
GROSS PROFIT 4,971 4,604
--------- ---------
EXPENSES
Overhead 1,975 1,918
General and administrative 1,967 1,995
Depreciation 483 411
Interest 163 162
--------- ---------
Total expenses 4,588 4,486
--------- ---------
EARNINGS BEFORE INCOME TAXES
AND MINORITY INTERESTS 383 118
INCOME TAX PROVISION 153 50
--------- ---------
EARNINGS BEFORE MINORITY INTERESTS 230 68
Minority interests (3) (6)
--------- ---------
NET EARNINGS $ 227 $ 62
========= =========
EARNINGS PER COMMON SHARE - BASIC $ 0.06 $ 0.02
========= =========
EARNINGS PER COMMON SHARE - DILUTED $ 0.06 $ 0.02
========= =========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC 3,586,893 3,573,691
--------- ---------
DILUTED 3,586,893 3,573,691
--------- ---------
See Notes To Condensed Consolidated Financial Statements
WILLIAMS INDUSTRIES, INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited - in thousands)
Three Months Ended
October 31,
2003 2002
--------- ---------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES $ 1,502 $ (1,413)
NET CASH USED IN INVESTING ACTIVITIES (1,532) (136)
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES 1,318 (58)
--------- ---------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 1,288 (1,607)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 2,023 3,380
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 3,311 $ 1,773
========= =========
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION:
Cash paid during the period for:
Income Taxes $ 18 $ 123
========= =========
Interest $ 162 $ 161
========= =========
See Notes To Condensed Consolidated Financial Statements.
WILLIAMS INDUSTRIES, INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
October 31, 2003
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, 2003, as well as the results of its
operations and cash flows for the three months ended October 31,
2003 and 2002, respectively.
2. RELATED-PARTY TRANSACTIONS
Mr. Frank E. Williams, Jr., who owned or controlled
approximately 40% of the Company's stock at October 31, 2003,
and is 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
Bosworth Steel Erectors, Inc. Revenue earned and costs incurred
with these entities during the three months ended October 31,
2003 and 2002 are reflected below. Amounts receivable and
payable to these entities at October 31, 2003 and July 31,2003
are also reflected below.
Three Months Ended
October 31,
(in thousands) 2003 2002
------- -------
Revenue $54 $548
Billings to entities $257 $399
Costs and expenses incurred $131 $538
Balance Balance
October 31, July 31,
2003 2003
------- -------
Accounts receivable $1,622 $1,680
Costs and estimated earnings
in excess of billings on
uncompleted contracts 90 9
Accounts Payable $110 $303
Billings in excess of costs
and estimated earnings on
uncompleted contracts - 290
The Company is obligated to the estate of F. Everett
Williams, a former director of the Company, for a Demand Note
Payable of approximately $88,000. The note, at 10% simple
interest, is not secured. The Company recognized interest
expense for the three months ended October 31, 2003 and 2002 as
follows:
Three Months Ended
October 31,
(in thousands) 2003 2002
------- -------
Interest Expense $2 $2
Balance Balance
October 31, July 31,
2003 2003
------- -------
Note Payable $88 $88
Accrued interest payable $67 $64
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
who own, directly or indirectly, approximately 44% 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 lease contains an option to purchase up to ten acres at the
"original pro-rata cost" of $567,500. The Company pays annual
lease payments of approximately $56,000. The Company recognized
lease expense for the three months ended October 31, 2003 and
2002 as follows:
Three Months Ended
October 31,
(in thousands) 2003 2002
------- -------
Lease Expense $14 $14
Mr. George Pocock, an officer of the Company, owns a
controlling interest in Construction Insurance Agency (CIA). The
Company sold its interest in CIA to Mr. Pocock in 2001 and
recorded a note receivable related to the sale. The note bears
interest at 7.5%, is secured by the CIA stock and is due in
monthly installments of $2,374, including principal and
interest, with a final payment of $138,812 due on October 31,
2005. The balance due on the note at October 31, 2003 and July
31, 2003 was $170,992 and $174,860, respectively. Costs incurred
with CIA, for insurance premiums and brokerage fees, for the
three months ended October 31, 2003 and 2002 are reflected
below. In addition, balances payable at October 31, 2003 and
July 31, 2003 are also reflected below.
Three Months Ended
October 31,
(in thousands) 2003 2002
------- -------
Costs incurred from $88 $100
Balance Balance
October 31, July 31,
2003 2003
------- -------
Accounts Payable $112 $44
Directors Frank E. Williams, Jr. and Stephen N. Ashman are
shareholders and directors of a commercial bank from which the
Company obtained a $240,000 note payable on December 23, 2002.
The note is payable in sixty equal monthly payments of principal
of $4,000 plus interest at 5.75% or the current Prime rate,
whichever is greater. The note, which replaced an existing
current note payable that had a higher interest rate and
payment, was negotiated at arms length under normal commercial
terms. Interest expense for the three months ended October 31,
2003 and 2002 is reflected below. The balance outstanding at
October 31, 2003 and July 31, 2003 is also reflected below.
Three Months Ended
October 31,
(in thousands) 2003 2002
------- -------
Interest Expense $3 $-
Balance Balance
October 31, July 31,
2003 2003
------- -------
Note Payable $200 $212
The Company believes the related party transactions are
consistent with the terms and conditions that would exist with
unrelated parties.
3. SEGMENT INFORMATION
Information about the Company's operations in its operating
segments for the three months ended October 31, 2003 and 2002 is
as follows (in thousands):
Three Months Ended
October 31,
2003 2002
------- -------
Revenues:
Construction $ 4,899 $ 5,885
Manufacturing 9,340 9,632
Other 208 223
------- -------
14,447 15,740
------- -------
Intersegment revenues:
Construction 633 455
Manufacturing 42 220
Other 154 174
------- -------
829 849
------- -------
Consolidated revenues:
Construction 4,266 5,430
Manufacturing 9,298 9,412
Other 54 49
Total Consolidated ------- -------
Revenues $13,618 $14,891
------- -------
Earnings (loss) before income taxes
and minority interest:
Construction $ 51 $ (216)
Manufacturing 741 748
Other (409) (414)
------- -------
Total $ 383 $ 118
------- -------
Activities previously performed by the Sales and Services
segment were transferred to and consolidated in the Company's
Construction Division during the quarter ended January 31, 2003.
Revenues and direct costs from these activities, which were
previously presented as a separate segment in the Company's
financial statements, are now included in the Company's
Construction segment. The segment information presented above
for the three months ended October 31, 2002 has been restated to
include the Sales and Services information in the Construction
segment.
4. 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 or the
average cost method. The cost of supplies inventory is accounted
for using the first-in, first-out, (FIFO) method. No significant
amount of inventory is included in contracts in process.
5. PURCHASE OF ASSETS
During the three months ended October 31, 2003, the Company
purchased Property and Equipment, for use in its operations, for
approximately $1.2 million. Approximately $900,000 of the
Property and Equipment purchases were financed at prevailing
rates, with $300,000 paid out of operating cash.
6. RECLASSIFICATIONS
Certain Balance Sheet and Statement of Operations items for
prior periods have been reclassified to conform to current
period classifications.
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
General
- -------
The subsidiaries of Williams Industries, Inc. provide
specialized services and products for the construction industry. They
operate in the commercial, industrial, governmental and
infrastructure construction markets, with the operating components
divided into construction and manufacturing segments. The services
provided include: steel, precast concrete and miscellaneous metals
erection and installation; crane rental; rigging; fabrication of
welded steel plate girders and rolled beams, "stay-in-place" bridge
decking, and light structural and other metal products.
The Company increased its work in most areas of operation
during the three months ended October 31, 2003 despite power
outages associated with Hurricane Isabel. Construction projects
which had been delayed in the prior year, have commenced and man
hours worked have increased. The Company's Gadsden, Alabama
decking plant is now fully operational and becoming more
efficient. The Company has begun manufacturing bridge girders
for the Virginia approach to the Woodrow Wilson Bridge near
Washington, DC.
In the heavy construction industry, projects are generally
awarded by the owner to a general contractor or handled for the
owner by a construction manager, who assigns various portions of
the work to be performed to sub-contractors. The Company, with
its combination of manufacturing, construction and heavy hauling
and lifting capabilities, offers a turnkey approach for
customers, reducing some of the complexity involved for construction
managers or owners in awarding and overseeing a project. The
Company believes that this ability gives it an advantage on some
contracts over competitors who do not have these broad
capabilities.
Material Changes in Financial Condition
- ---------------------------------------
For the three months ended October 31, 2003, the following
changes occurred:
The Company's Cash and Cash Equivalents, Restricted Cash
and Certificates of Deposit increased $1.6 million. Certificates
of deposits of $400,000, previously unrestricted, have been
classified as restricted and secure letters of credit related to
the Company's workers' compensation insurance program. In
addition, the Company used $300,000 in operating cash to
purchase certificates of deposit also to secure letters of
credit related to the Company's workers' compensation program.
Accounts Receivable decreased by approximately $696,000, as
a result of reduced revenues and a concerted effort to collect
receivables.
Inventory decreased $232,000 as the Company used materials
for production. The Company has adequate inventory on hand to
meet current needs.
Prepaid expenses and other assets increased $565,000 as the
Company, through cash payments and notes payable, pre-paid its
vehicle, equipment, general liability and umbrella insurance
policies. These insurance costs will be expensed over the next
eleven months.
Property and Equipment increased $940,000 as the Company
purchased a previously leased crane for approximately $900,000
and purchased additional operating assets and made plant
improvements of $300,000. The Company wrote off fully
depreciated assets with an original cost of $260,000.
Deferred income taxes declined approximately $130,000 due
primarily to the anticipated utilization of the Company's net
operating loss carryforward resulting from the income earned
during the quarter ended October 31, 2003.
At October 31, 2003, the Company had about $4.5 million in
variable rate notes payable. Total Notes Payable increased $1.3
million during the three months ended October 31, 2003. The
Company borrowed approximately $2 million, of which $964,000 was
used to fund equipment purchases, $686,000 was used to fund
insurance financing and $350,000 was used to fund short-term
operations. The Company repaid $700,000 related to short term
borrowing, mainly from funds provided by operations.
Accounts Payable decreased $636,000 as the Company paid
vendors, mainly related to inventory purchases from prior
periods.
Billings In Excess of Costs and Estimated Earnings on
Uncompleted Contracts, and Costs and Estimated Earnings in
Excess of Billings, increased a net amount of approximately
$600,000 as a result of accelerated billings on a mix of
contracts in process.
Other Liabilities increased by $276,000 mainly related to
accruals for payroll related costs at October 31, 2003.
Stockholders' Equity increased $232,000 to $17.054 million
related to the Company's net income of approximately $227,000
and stock sales of $5,000 under the Company's employees stock
purchase plan.
For the three months ended October 31, 2003, the Company
generated net cash of $1.3 million, $1.5 million provided by
operations, $2 million provided from borrowings of long-term
debt, while the Company paid back $700,000 against borrowings in
financing activities. The Company used $1.5 million for
investing activities, which consisted primarily of property and
equipment purchases of $1.2 million and the purchase of
additional certificates of deposit of $300,000 to secure letters
of credit on its workers' compensation program.
Management believes that operations will generate
sufficient cash to fund the Company's activities and service its
debt. 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.
Material Changes in Results of Operations
- -----------------------------------------
Three Months Ended October 31, 2003 Compared to Three Months
Ended October 31, 2002
For the quarter ended October 31, 2003, the Company
reported a decline in revenues while gross profit and earnings
increased when compared to the quarter ended October 31, 2002.
The Company produced net earnings of $227,000, or $0.06 per
share, on total revenue of $13.6 million for the quarter ended
October 31, 2003 as compared to net earnings of $62,000, or
$0.02 per share, on total revenue of $14.9 million for the
quarter ended October 31, 2002.
Revenues declined while gross profit increased in both the
manufacturing and construction segments. In the manufacturing
segment, revenues declined approximately $114,000 or 1.2%, while
gross profit increased approximately $137,000 or 2%. In the
construction segment, revenues declined approximately $1,164,000
or 21%, while gross profit increased approximately $225,000 or
18%. The increase in gross profit in the construction segment
was primarily related to improved margins from crane rentals.
Overhead and General and Administrative expenses increased
slightly. Depreciation increased $72,000 due to purchases of
assets in the year ended July 31, 2003. Interest expense
remained constant.
BACKLOG
At October 31, 2003, the Company's backlog was $58.6
million, which is an increase of approximately $16 million from
October 2002 and approximately equal to the backlog at July 31,
2003.
Approximately $40 million of the backlog will be completed
within the next twelve months. Management believes that the
level of work is sufficient to allow the Company to have
adequate work into Fiscal 2005.
Item 3. Quantitative and Qualitative Disclosures About Market
Risk
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 current and long-term debt.
Item 4. Controls and Procedures
As of October 31, 2003, an evaluation was performed under
the supervision and with the participation of the Company's
management, including Chief Executive Officer (CEO) and
Controller, of the effectiveness of the design and operation of
the Company's disclosure controls and procedures. Based on that
evaluation, the Company's management, including the CEO and
Controller, concluded that the disclosure controls and
procedures were effective as of October 31, 2003. 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, 2003.
Disclosure controls and procedures are the Company's
controls and procedures that are designed to ensure that
information required to be disclosed by the Company in the
reports that it files or submits 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 by the Company in the
reports that it files under the Exchange Act are accumulated and
communicated to management, including the principal executive
officers and principal financial officer, as appropriate to
allow timely decisions regarding required disclosure.
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 the 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.
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, provide adequate coverage for such claims or
contingencies.
In prior years, the Company obtained workers' compensation
insurance from an insurance carrier under a "loss sensitive"
agreement whereby the Company paid a flat charge for
administrative expenses and minimum insurance coverage plus
additional amounts based on claims experience. During the year
ended July 31, 2003, the Company changed carriers because the
proposed renewal terms were unacceptable to Company management.
Subsequent to the change of carriers, the Company's previous
carrier has asserted various charges and has attempted to change
terms of the calculation of amounts due, which the Company has
disputed. During the quarter ended October 31, 2003, the Company
received a Bill of Complaint which was filed in the Prince
William County, Virginia Circuit Court. The previous carrier
seeks to compel the Company to post additional collateral to
guarantee payments for expenses incurred for existing claims
under the policies. The Company has retained counsel to defend
this suit. The Company intends to vigorously defend itself
against what it views as unjustified and excessive claims made
by the carrier, which are approximately $1.1 million. This is in
addition to previous reserves of $1.4 million in cash and
letters of credit on deposit with the carrier. The Company does
not believe the ultimate outcome of this matter will have a
significant impact on its financial position, results of
operations or cash flows.
Effective January 1, 2003, the Company had contracted with
a new insurance carrier for its overall workmen's compensation
insurance under a "loss sensitive" arrangement similar to the
programs in place for approximately twenty years. The Company
provided a letter of credit backed by certificates of deposit as
collateral and is making installment payments to reimburse the
carrier for claims paid. The Company expects to have this
program renewed for the next year on similar terms.
ITEM 2. Changes in Securities and Use of Proceeds
None.
ITEM 3. Defaults Upon Senior Securities
None.
ITEM 4. Submission of Matters to a Vote of Security Holders
On November 8, 2003, 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., Frank E. Williams, III and John A.
Yerrick.
The results of the November 8, 2003 shareholder's election
of directors are as follows:
Nominee For Abstain
- ------------------------- ---------- ----------
Stephen N. Ashman 3,105,952 48,709
Thomas C. Mitchell 3,104,293 50,368
R. Bentley Offutt 3,105,952 48,709
William J. Sim 3,105,952 48,709
Frank E. Williams, Jr. 3,096,952 57,709
Frank E. Williams, III 3,096,952 57,709
John A. Yerrick 3,096,128 58,533
In addition, the shareholders voted to approve an equity
compensation plan for directors. Of the outstanding shares of
the corporation, 50.839% voted on this proposal. Of those
voting, 1,843,630 shares were voted for the proposal, 125,017
shares were voted against the proposal, and 15,603 shares
abstained.
ITEM 5. Other Information
None.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 31.1 Section 302 Certification for
Frank E. Williams, III
Exhibit 31.2 Section 302 Certification for
Christ H. Manos
Exhibit 32.1 Section 906 Certifications for
Frank E. Williams, III and Christ H. Manos
(b) Reports on Form 8-K
(1) November 8, 2003
Item 5: Other Events
Announcing the results of the election of
Directors at the annual meeting on November 8,
2003, and publishing certain other information
concerning expectations for the coming year.
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:
December 3, 2003 Williams Industries, Incorporated
-----------------------------------
Registrant
/s/ Frank E. Williams, III
------------------------------
Frank E. Williams, III
Chairman of the Board, President,
Chief Executive Officer,
Chief Financial Officer