-----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, LNimw+0aXpUh64IWHvaQ+rAvhO4V0o8lqqzMgMOdnTM9PbFyB/n7nUWnoTlhW1Y4 pRTkcdbmzxBzXz0nLVb0cQ== 0001072613-04-001620.txt : 20040901 0001072613-04-001620.hdr.sgml : 20040901 20040901152236 ACCESSION NUMBER: 0001072613-04-001620 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040831 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040901 DATE AS OF CHANGE: 20040901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PALWEB CORP CENTRAL INDEX KEY: 0001088413 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 752954680 FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26331 FILM NUMBER: 041011085 BUSINESS ADDRESS: STREET 1: 1613 E. 15TH CITY: TULSA STATE: OK ZIP: 74120 BUSINESS PHONE: 918-583-7441 MAIL ADDRESS: STREET 1: 1613 E. 15TH CITY: TULSA STATE: OK ZIP: 74120 8-K 1 form8-k_12922.txt FORM 8-K DATED AUGUST 31, 2004 ================================================================================ 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): AUGUST 31, 2004 PALWEB CORPORATION ------------------------------------------------------ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) OKLAHOMA 000-26331 75-2954680 - ---------------------------- ----------- ---------------- (STATE OR OTHER JURISDICTION (COMMISSION (I.R.S. EMPLOYER OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.) 1613 E. 15TH, TULSA, OKLAHOMA 74120 --------------------------------------------------- (Address of principal executive offices) (Zip Code) (918) 583-7441 ---------------------------------------------------- (Registrant's telephone number, including area code) NOT APPLICABLE ------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ SECTION 2 - FINANCIAL INFORMATION ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On August 31, 2004, the Registrant issued a press release announcing its results for the fiscal year ended May 31, 2004. 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 2.02 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. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 Press Release dated August 31, 2004. 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: September 1, 2004 By: /s/ Warren F. Kruger ------------------------------------- Warren F. Kruger President and Chief Executive Officer EX-99.1 2 ex99-1_12922.txt PRESS RELEASE EXHIBIT 99.1 ------------ PALWEB REPORTS RESULTS FOR FISCAL YEAR ENDING 2004 Tuesday August 31, 9:41 am ET TULSA, Okla.--(BUSINESS WIRE)--Aug. 31, 2004--PalWeb Corporation (OTCBB:PLWB - News) announced today that its sales increased to $6,964,943 for fiscal year ending May 31, 2004 compared to $1,280,945 for fiscal year 2003 for an increase of $5,683,998, representing an increase of 443%. PalWeb also reported a net loss to common shareholders for the year ended May 31, 2004 of ($3,121,098), or ($0.28) per share, versus ($4,115,018), or ($0.79) per share, for the same period last year after deducting dividends to preferred shareholders of $660,171 in 2004 and $900,166 in 2003. PalWeb's EBITDA (earnings (loss) before interest (including preferred dividends), taxes, depreciation (including impairments) and amortization) for the year ended May 31, 2004 is ($1,128,505) versus ($2,239,427) for the same period last year. The EBITDA for fiscal 2004 includes one-time relocation costs of $222,196. "We are focusing on establishing our physical capacities to meet expected demand and bringing operating costs inline with company established goals," said Warren Kruger, President and CEO of PalWeb Corporation. "The bulk of our increase in sales during 2004 was a result of the acquisition of Greystone and increased orders from our existing customer base. The acquisition of Greystone Plastics and the production consolidation into our Iowa plant will contribute to our efforts while expanding the Company's product line to meet new inquiries for our unique line of recycled plastic pallets, including significant requests for pallets by global corporations." 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, are included at the end of this release. About PalWeb Corporation PalWeb Corporation develops, manufactures and sells high quality plastic pallets that provide logistics solutions required 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 www.palweb-plwb.com. Forward-Looking Statements This press release includes certain statements that may be deemed "forward-looking statements" within the meaning of 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 decreased costs, 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, 2004. 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 Year Ended May 31, ---------------------------- 2004 2003 ------------ ------------ Sales $ 6,964,943 $ 1,280,945 Gross Profit (Loss) 196,517 (1,157,397) Operating Profit (Loss) (1,773,440) (2,781,096) Net Loss (2,460,927) (3,214,852) Preferred dividends 660,171 900,166 Net Loss to Common Shareholders (3,121,098) (4,115,018) Per Share of Common Stock (0.28) (0.79) Average Shares of Common Outstanding 11,026,000 5,201,000 PalWeb Corporation Supplemental Statistical Information Net Loss to Common Shareholders $ (3,121,098) $ (4,115,018) Interest expense, including preferred dividends 1,359,832 1,333,922 Provision for income taxes -- -- Depreciation and amortization, Including impairments 632,761 541,669 ------------ ------------ EBITDA (A) $ (1,128,505) $ (2,239,427) (A) EBITDA represents income (loss) before income taxes plus interest, depreciation and amortization. The Company has included preferred dividends with interest expense. 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. - -------------------- CONTACT: PalWeb Corporation, Tulsa Warren F. Kruger, 918-583-7441 wfkruger@aol.com or Investor Relations: Lori O'Brien, 918-583-7441 lobrien@sbcglobal.net -----END PRIVACY-ENHANCED MESSAGE-----