-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TeUNa3Ac/5Jp602CcNGUvlml1sd/mzrkxdXFAVS+9VZxzka0okz2QfwMKolygc6P dLvE/Y001Ajfp6av/9H3LQ== 0001072613-04-000015.txt : 20040112 0001072613-04-000015.hdr.sgml : 20040112 20040112171016 ACCESSION NUMBER: 0001072613-04-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040106 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PALWEB CORP CENTRAL INDEX KEY: 0001088413 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 751984048 FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26331 FILM NUMBER: 04521142 BUSINESS ADDRESS: STREET 1: 1607 W COMMERCE ST CITY: DALLAS STATE: TX ZIP: 75208 BUSINESS PHONE: 2146988330 MAIL ADDRESS: STREET 1: 1607 W. COMMERCE ST CITY: DALLAS STATE: TX ZIP: 75208 8-K 1 form8-k_12409.txt FORM 8-K DATED 01/06/04 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION ------------------------------ WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JANUARY 6, 2004 PALWEB CORPORATION - -------------------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) OKLAHOMA 000-26331 75-1984048 - -------------------------------------------------------------------------------- (STATE OR OTHER JURISDICTION (COMMISSION (I.R.S. EMPLOYER OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.) 1607 WEST COMMERCE STREET, DALLAS, TEXAS 75208 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (214) 698-8330 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) NOT APPLICABLE - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ================================================================================ ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Press Release dated January 6, 2004. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS On January 6, 2004, the Registrant issued a press release announcing its results for the second quarter period ended November 30, 2003. A copy of such press release is furnished as Exhibit 99.1 hereto. The information being furnished hereunder discloses EBITDA (earnings (loss) before interest (including preferred dividends), taxes, depreciation (including impairments) and amortization), a non-GAAP financial measure within the meaning of Regulation G promulgated by the Securities and Exchange Commission. The Registrant believes that EBITDA is a useful measure of evaluating its financial performance because of its focus on the Registrant's results from operations before interest, income taxes, depreciation and amortization. EBITDA is utilized for internal analysis of the Registrant. EBITDA is not a measure of financial performance under generally accepted accounting principles ("GAAP") and should not be considered in isolation or as an alternative to other financial measures determined under GAAP. However, EBITDA is commonly used by investors, financial analysts and rating agencies as an alternative measure of evaluating, comparing and rating operating performance. EBITDA presented by the Registrant may not be comparable to similarly titled measures reported by other companies. The information in this Form 8-K, including exhibits, is being furnished pursuant to Item 12 of this report and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be incorporated by reference into any registration statement filed by the Registrant under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. 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 hereunto duly authorized. PALWEB CORPORATION Date: January 12, 2004 By: /s/ Warren F. Kruger ---------------------------------- Warren F. Kruger President, Chief Financial Officer and Principal Executive Officer EX-99.1 3 exh99-1_12409.txt PRESS RELEASE EXHIBIT 99.1 ------------ [PALWEB LOGO] PalWeb Corporation (Ticker: PLWB, Exchange: OTCBB) News Release-January 6, 2004 ================================================================================ PALWEB REPORTS RESULTS FOR SECOND QUARTER OF FISCAL YEAR 2004 DALLAS, Texas - January 6, 2004 - PalWeb Corporation (OTCBB: PLWB) announced today that its sales increased to $2,097,715 for the second quarter ended November 30, 2003 compared to $513,012 for the comparable quarter last year, representing an increase of in excess of 400%. PalWeb also reported a net loss to common shareholders for the quarter ended November 30, 2003 of ($519,524), or ($0.04) per share, versus ($1,321,849), or ($0.26) per share, for the same quarter last year. PalWeb's EBITDA (earnings (loss) before interest (including preferred dividends), taxes, depreciation (including impairments) and amortization) for the quarter ended November 30, 2003 is ($3,211) versus ($634,913) for the same period last year. PalWeb's increased sales for the quarter ended November 30, 2003 are primarily attributable to its recent acquisition of Greystone Plastics, Inc. "We are making progress in implementing our business plan and intend to aggressively manage manufacturing costs to push the company into profitability in the calendar year 2004," said Warren Kruger, President and CEO of PalWeb Corporation. "The recent acquisition of Greystone Plastics coupled with the pending consolidation of our production facilities should contribute to our efforts to achieve profitability as well as allow us to expand our product line." NON-GAAP FINANCIAL MEASURE This release contains disclosure of EBITDA, which is a non-GAAP financial measure within the meaning of Regulation G promulgated by the Securities and Exchange Commission. A reconciliation of EBITDA to net income (loss) available to common shareholders before income taxes, the most directly comparable GAAP financial measure, as well as additional information concerning EBITDA, is included at the end of this release. ABOUT PALWEB CORPORATION PalWeb Corporation develops, manufactures and sells high quality plastic pallets that provide innovative logistics solutions needed by a wide range of industries such as the food and beverage, pharmaceuticals, automotive, chemical, and consumer products industries and large injection molding machines and systems. For more information visit PalWeb online at http://www.palweb-plwb.com. FORWARD-LOOKING STATEMENTS This press release includes certain statements that may be deemed "forward-looking statements" within the meaning of the federal securities laws. All statements, other than statements of historical facts, that address activities, events or developments that PalWeb expects, believes or anticipates will or may occur in the future, including the profitability of PalWeb, potential sales of pallets or other possible business developments, are forward-looking statements. Such statements are subject to a number of assumptions, risks and uncertainties. The forward-looking statements above could be affected by any of the following factors: PalWeb's prospects could be affected by changes in availability of raw materials, competition, rapid technological change and new legislation regarding environmental matters; PalWeb may not be able to secure additional financing necessary to sustain and grow its operations; and a material portion of PalWeb's business is and will be dependent upon a few large customers and there is no assurance that PalWeb will be able to retain such customers. These risks and other risks that could affect PalWeb's business are more fully described in its reports filed with the Securities and Exchange Commission, including PalWeb's Form 10-KSB for the fiscal year ended May 31, 2003. Actual results may vary materially from the forward-looking statements. PalWeb undertakes no duty to update any of the forward-looking statements in this release. PALWEB CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS THREE MONTHS ENDED NOVEMBER 30, -------------------------------- 2003 2002 ------------ ------------ Sales $ 2,097,715 $ 513,012 Gross Profit (Loss) 252,385 (300,206) Operating Profit (Loss) (124,745) (1,019,890) Net Loss (268,292) (1,097,916) Preferred dividends (251,232) (223,933) Net Loss to Common Shareholders (519,524) (1,321,849) Per Share of Common Stock (0.04) (0.26) Average Shares of Common Outstanding 12,237,000 5,073,000 PALWEB CORPORATION SUPPLEMENTAL STATISTICAL INFORMATION Net Loss to Common Shareholders $ (519,524) $ (1,321,849) Add Back: Interest expense, including preferred dividends of $251,232 at 11/30/2003 409,756 301,959 Provision for income taxes -- -- Depreciation and amortization, including Impairments of $310,875 at 11/30/2002 106,557 384,977 EBITDA (A) $ (3,211) $ (634,913) (A) EBITDA represents income (loss) before income taxes plus interest, depreciation and amortization. The Company has included preferred dividends in fiscal year 2004 with interest expense and an impairment charge in fiscal year 2003 with depreciation. The EBITDA presented above while considered the most common definition used by investors and financial analysts, may not be comparable to similarly titled measures reported by other companies. The Company believes that EBITDA, while providing useful information, should not be considered in isolation or as an alternative to other financial measures determined under GAAP. Corporate Contact: Investor Relations Contact: - ------------------ --------------------------- PalWeb Corporation The Investor Relations Group, Inc. Warren F. Kruger, President & CEO Jane Lin / John Nesbett 918-583-7441 212-825-3210 -----END PRIVACY-ENHANCED MESSAGE-----