-----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, MmN8fwMc1NRb+BwTM15ikKosIPcBXxMBRg9C0qIBkQ8XockixlqF+SfUgrfXUxya JuIjGcvIV7HKVyJfJnDWxw== 0001169232-03-004948.txt : 20030806 0001169232-03-004948.hdr.sgml : 20030806 20030806083243 ACCESSION NUMBER: 0001169232-03-004948 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030806 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030806 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KATY INDUSTRIES INC CENTRAL INDEX KEY: 0000054681 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 751277589 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05558 FILM NUMBER: 03825048 BUSINESS ADDRESS: STREET 1: 6300 S SYRACUSE WAY STE 300 CITY: ENGLEWOOD STATE: CO ZIP: 80111-6723 BUSINESS PHONE: 3032909300 MAIL ADDRESS: STREET 1: 6300 S SYRACUSE WAY SUITE 300 CITY: ENGLEWOOD STATE: CO ZIP: 80111 8-K 1 d56478_8k.txt 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 August 6, 2003 Date of report (Date of Earliest Event Reported) KATY INDUSTRIES, INC. (Exact name of Registrant as specified in Its Charter) DELAWARE 1-5558 75-1277589 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation) Identification No.) 765 Straits Turnpike, Middlebury, Connecticut 06762 (Address of principal executive offices and zip code) (203) 598-0397 Registrant's telephone number, including area code ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits Number Exhibit 99.1 Katy Industries, Inc. press release issued July 31, 2003. ITEM 12. Disclosure of Results of Operations and Financial Condition On July 31, 2003, Katy Industries, Inc. issued a press release regarding its results of operations for the second quarter of 2003. The release and accompanying schedules are attached as an exhibit to this Form 8-K. The announcement includes disclosure of the Company's EBITDA (which is a non-GAAP financial measure) for certain periods with reconciliation to the comparable GAAP measure. EBITDA is calculated as earnings before interest, taxes, depreciation and amortization, excluding discontinued operations and unusual items such as severance, restructuring and related costs, impairments of long-lived assets, and other non-recurring items. The Company believes that while it is a non-GAAP financial measure, EBITDA is used extensively on an internal basis, acting as a primary metric for operating performance measurement related to incentive compensation for management. EBITDA is also the prime measure of operating results used by the lenders in the Company's bank group when evaluating its performance. The Company also believes it is useful for investors to understand EBITDA because it provides a link between profitability and operating cash flow, and also provides the investor to view performance in a manner similar to the method used by management. In accordance with General Instruction B.6. of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. SIGNATURE 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. KATY INDUSTRIES, INC. Date: August 6, 2003 By: /s/ Amir Rosenthal ----------------------------------------- Amir Rosenthal Vice President, Chief Financial Officer, General Counsel and Secretary EX-99.1 3 d56478_ex99-1.txt PRESS RELEASE Exhibit 99.1 KATY NEWS FOR IMMEDIATE RELEASE KATY INDUSTRIES, INC. REPORTS 2003 SECOND QUARTER RESULTS MIDDLEBURY, CT - July 31, 2003 - Katy Industries, Inc. (NYSE: KT) today reported a loss from continuing operations in the second quarter of 2003 of ($1.5) million, or ($0.18) per share, versus a loss from continuing operations of ($1.1) million, or ($0.13) per share, in the second quarter of 2002, excluding restructuring and other non-recurring or unusual items, which are discussed below. Net sales in the second quarter of 2003 were $105.4 million, down 2.9% compared to the same period in 2002. Earnings before interest, taxes, depreciation and amortization (EBITDA), excluding all restructuring and other non-recurring or unusual items, was $5.8 million in the second quarter of 2003, compared to $6.5 million in the same period in 2002. Katy also reported a loss from continuing operations for the six months ended June 30, 2003 of ($3.9) million, or ($0.47) per share, versus a loss from continuing operations of ($0.4) million, or ($0.04) per share, in the same period of 2002, excluding restructuring and other non-recurring or unusual items, which are discussed below. Net sales in the six months ended June 30, 2003 were $201.2 million, down 3.6% from the same period in 2002 (excluding SESCO, a business which was exited in April 2002). EBITDA, excluding all restructuring and other non-recurring or unusual items, was $11.9 million in the six months ended June 30, 2003, compared to $13.6 million for the same period in 2002. During the second quarter of 2003, Katy reported restructuring and other non-recurring or unusual items of ($3.5) million pre-tax [($0.42) per share], including impairments of long-lived assets of ($1.8) million and severance, restructuring and related costs of ($1.7) million. Katy also incurred a loss on the sale of discontinued operations of ($0.2) million, net of tax [($0.02) per share], as well as the impact of paid-in-kind dividends earned on convertible preferred stock of ($3.0) million [($0.36) per share]. Including these items, Katy reported a net loss attributable to common shareholders of ($8.2) million, or ($0.98) per share, in the second quarter of 2003, versus a net loss attributable to common shareholders of ($9.2) million, or ($1.10) per share, in the same period of 2002. During the second quarter of 2002, Katy reported restructuring and other non-recurring or unusual items of ($6.2) million pre-tax [($0.74) per share], including impairments of long-lived assets of ($2.4) million and severance, restructuring and related costs of ($3.8) million. Katy also reported results of discontinued operations of $0.7 million, net of tax [$0.08 per share], as well as the impact of paid-in-kind dividends earned on convertible preferred stock of ($2.6) million [($0.31) per share]. Details regarding these items are provided in the "Reconciliations of GAAP Results to Results Excluding Certain Unusual Items" accompanying this press release. For the six months ended June 30, 2003, Katy reported restructuring and other non-recurring or unusual items of ($3.0) million pre-tax [($0.36) per share], including impairments of long-lived assets of ($1.8) million and severance, restructuring and related costs of ($1.9) million, and a gain on the sale of a building of $0.7 million. Katy also reported results of discontinued operations (including a loss on sale) of $(0.1) million, net of tax [($0.02) per share], a gain on the early redemption of a preferred interest in a subsidiary of $6.6 million [$0.79 per share], and the impact of paid-in-kind dividends earned on convertible preferred stock of $(6.0) million [($0.72) per share]. Including these items, Katy reported a net loss attributable to common shareholders of ($6.5) million, or ($0.78) per share, in the six months ended June 30, 2003, versus a net loss attributable to common shareholders of ($19.4) million, or $(2.32) per share, in the same period of 2002. During the six months ended June 30, 2002, Katy reported restructuring and other non-recurring or unusual items of ($14.5) million pre-tax [($1.79) per share], including impairments of long-lived assets of ($2.4) million, severance, restructuring and related costs of ($6.1) million, and a loss on exit of the SESCO business of ($6.0) million. Katy also reported results of discontinued operations of $1.2 million, net of tax [$0.14 per share], as well as the impact of paid-in-kind dividends earned on convertible preferred stock of $(5.2) million [$(0.63) per share]. Details regarding these items are provided in the "Reconciliations of GAAP Results to Results Excluding Certain Unusual Items" accompanying this press release. "In a sustained challenging economic environment, we continue to implement our restructuring plans and tightly control costs," said C. Michael Jacobi, Katy Industries' President and Chief Executive Officer. "The sale of GC/Waldom is part of the execution of our strategy to divest of non-core businesses," added Mr. Jacobi. Gross margins were 14.8% in the second quarter of 2003, down from 16.4% in the second quarter of 2002. An unfavorable mix of higher sales to lower-margin customers contributed to the reduced margins, as well as higher costs for resins. Gross margins are expected to be positively impacted in 2004 by lower depreciation expense (estimated impact of approximately $5 million), as a result of a significant number of assets becoming fully depreciated at the Contico business unit by the end of 2003. Selling, general and administrative expenses were down year-over-year but were essentially the same as a percentage of sales. Contributing to these costs during the second quarter of 2003 is $0.4 million of compensation expense associated with stock-based compensation, costs which were not incurred in the same period of 2002. Selling, general and administrative costs discussed here exclude severance, restructuring and related costs, which are detailed in the "Reconciliations of GAAP Results to Results Excluding Certain Unusual Items" accompanying this press release. Interest expense declined by $0.3 million in the second quarter of 2003 versus the same period of 2002 due to lower levels of borrowings and lower interest rates. Debt at June 30, 2003 was $68.1 million [40% of total capitalization], versus $76.1 million at June 30, 2002. Cash on hand at June 30, 2003 was $6.7 million, versus $5.2 million at June 30, 2002. Liquidity was negatively impacted during the six months ended June 30, 2003, as the company used free cash flow of $18.4 million versus $5.3 million of free cash flow generated during the six months ended June 30, 2002. Katy defines free cash flow as cash generated from operations less capital expenditures and cash dividends. Contributing to the uses of cash during the first half of 2003 were payments on previously recorded restructuring liabilities and lower accounts payable balances. However, during the second quarter of 2003, liquidity benefited from the sale of the GC/Waldom Electronics (GC/Waldom) business, which generated $7.5 million in net proceeds. Katy expects to continue to incur costs associated with restructuring initiatives through the end of 2003 and into the first half of 2004. Capital expenditures, severance, restructuring and related costs, and potential asset impairments related to these initiatives are expected to be in the range of $15 - $20 million. Payment-in-kind dividends on convertible preferred stock will end in December 2004, or upon the conversion of the convertible preferred stock, whichever is sooner. Katy owns a 43% equity investment in Sahlman Holding Company, Inc. (Sahlman), a shrimp harvesting and farming business operating in South and Central America. Management has reviewed Sahlman's financial results for 2002 (and year-to-date in 2003), has conducted an initial study of the status of the shrimp industry and markets in the United States, and has concluded there is a need for evaluating the business further to determine if there is a loss in the value of the investment that is other than temporary. In accordance with ABP No. 18, "The Equity Method of Accounting for Investments in Common Stock," losses in the value of equity investments that are other than temporary should be recognized. Once it completes its full evaluation and determines a reasonable estimate of the value of its investment in Sahlman, Katy will adjust the carrying value to such estimate, if it is less than the carrying value at that point in time. Katy completed the sale of GC/Waldom on April 2, 2003. Also, Katy completed the sale of its Hamilton Precision Metals, L.P. business on October 31, 2002. As a result, the results of these businesses have been classified as discontinued operations for all periods presented. Katy also announced that it has completed its exploration of alternatives related to the sale of Woods Industries, Inc., Woods Industries (Canada), and Katy International (the Asia-based sourcing arm for these businesses), and has decided not to pursue a sale of these businesses at this time. These businesses comprise Katy's Electrical Products group. According to Mr. Jacobi, "Current market conditions did not warrant the sale of the Woods businesses." He added, "These businesses are performing well and can be important contributors to the success of Katy." EBITDA is not a GAAP financial performance measure and should not be considered in isolation or as an alternative to measures determined in accordance with accounting principles generally accepted in the United States. Details regarding these items and other non-GAAP items are provided in the "Reconciliations of GAAP Results to Results Excluding Certain Unusual Items" accompanying this press release. To comply with new SEC regulations regarding the disclosure of non-GAAP financial measures, the "Reconciliations of GAAP Results to Results Excluding Certain Unusual Items" accompanying this press release exclude certain unusual items that were previously included in similar reconciliations in the Company's prior press releases. This press release may contain various forward-looking statements. The forward-looking statements are based on the beliefs of the company's management, as well as assumptions made by, and information currently available to, the company's management. Additionally, the forward-looking statements are based on Katy's current expectations and projections about future events and trends affecting the financial condition of its business. The forward-looking statements are subject to risks and uncertainties, detailed from time to time in Katy's filings with the SEC, that may lead to results that differ materially from those expressed in any forward-looking statement made by the company or on its behalf. Katy undertakes no obligation to revise or update such statements to reflect current events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Katy Industries, Inc. is a diversified corporation with interests primarily in Maintenance Products and Electrical Products. Company contact: Katy Industries, Inc. Amir Rosenthal (203) 598-0397 KATY INDUSTRIES, INC. SUMMARY OF OPERATIONS - UNAUDITED (In thousands, except per share data)
Three Months Ended ---------------------- $ % June 30, June 30, Change Change 2003 2002 Inc/(Dec) Inc/(Dec) --------- --------- --------- --------- Net sales $ 105,359 $ 108,461 $ (3,102) (2.9%) Cost of goods sold 89,804 90,727 (923) (1.0%) --------- --------- --------- --------- Gross profit 15,555 17,734 (2,179) (12.3%) Selling, general & administrative expenses 16,120 16,575 (455) (2.7%) Impairments of long-lived assets 1,800 2,394 (594) (24.8%) Severance, restructuring & related costs 1,713 3,785 (2,072) (54.7%) --------- --------- --------- --------- Operating loss (4,078) (5,020) 942 (18.8%) Equity in income of unconsolidated investment 156 339 (183) (54.0%) Interest, net (1,171) (1,450) 279 (19.2%) Other, net 483 (139) 622 (447.5%) --------- --------- --------- --------- Loss before provision for income taxes (4,610) (6,270) 1,660 (26.5%) Provision for income taxes (396) (672) 276 (41.1%) --------- --------- --------- --------- Loss from continuing operations before distributions on preferred interest in subsidiary (5,006) (6,942) 1,936 (27.9%) Distributions on preferred interest in subsidiary, net of tax -- (328) 328 N/M --------- --------- --------- --------- Loss from continuing operations (5,006) (7,270) 2,264 (31.1%) Income from operations of discontinued businesses, net of tax -- 700 (700) N/M Loss on sale of discontinued businesses, net of tax (196) -- (196) N/M --------- --------- --------- --------- Net loss (5,202) (6,570) 1,368 (20.8%) Payment in kind dividends on convertible preferred stock (3,011) (2,615) (396) 15.1% --------- --------- --------- --------- Net loss attributable to common stockholders $ (8,213) $ (9,185) $ 972 (10.6%) ========= ========= ========= ========= Loss per share of common stock - Basic and diluted: Loss from continuing operations excluding PIK dividends and unusual items $ (0.18) $ (0.13) $ (0.05) (38.5%) Payment in kind (PIK) dividends on convertible preferred stock (0.36) (0.31) (0.05) (16.1%) Unusual items (see attached schedule) (0.42) (0.74) 0.32 43.2% --------- --------- --------- --------- Loss from continuing operations attributable to common stockholders (0.96) (1.18) 0.22 18.6% Discontinued operations (0.02) 0.08 (0.10) (125.0%) --------- --------- --------- --------- Net loss attributable to common stockholders $ (0.98) $ (1.10) $ 0.12 10.9% ========= ========= ========= ========= Average shares outstanding - Basic & Diluted 8,342 8,362 ========= ========= Other Information Working capital, excluding current bank debt and current deferred tax balances $ 55,366 $ 59,799 $ (4,433) (7.4%) ========= ========= ========= ========= Bank debt, including portions classified as current $ 68,096 $ 76,149 $ (8,053) (10.6%) ========= ========= ========= ========= Preferred interest in subsidiary $ -- $ 16,400 $ (16,400) (100.0%) ========= ========= ========= ========= Stockholders' equity $ 104,263 $ 145,410 $ (41,147) (28.3%) ========= ========= ========= ========= Capital expenditures $ 3,427 $ 2,700 $ 727 26.9% ========= ========= ========= ========= N/M - Not meaningful
KATY INDUSTRIES, INC. SUMMARY OF OPERATIONS - UNAUDITED (In thousands, except per share data)
Six Months Ended ------------------------- $ % June 30, June 30, Change Change 2003 2002 Inc/(Dec) Inc/(Dec) --------- --------- --------- --------- Net sales $ 201,199 $ 209,986 $ (8,787) (4.2%) Cost of goods sold 168,876 174,778 (5,902) (3.4%) --------- --------- --------- --------- Gross profit 32,323 35,208 (2,885) (8.2%) Selling, general & administrative expenses 31,867 32,273 (406) (1.3%) Impairments of long-lived assets 1,800 2,394 (594) (24.8%) Severance, restructuring & related costs 1,941 6,081 (4,140) (68.1%) Loss on SESCO transaction -- 6,010 (6,010) N/M --------- --------- --------- --------- Operating loss (3,285) (11,550) 8,265 (71.6%) Equity in (loss) income of unconsolidated investment (211) 646 (857) (132.7%) Interest, net (3,563) (2,904) (659) 22.7% Other, net 1,197 (219) 1,416 (646.6%) --------- --------- --------- --------- Loss before provision for income taxes (5,862) (14,027) 8,165 (58.2%) Provision for income taxes (939) (672) (267) 39.7% --------- --------- --------- --------- Loss from continuing operations before distributions on preferred interest in subsidiary (6,801) (14,699) 7,898 (53.7%) Distributions on preferred interest in subsidiary, net of tax (123) (656) 533 (81.3%) --------- --------- --------- --------- Loss from continuing operations (6,924) (15,355) 8,431 (54.9%) Income from operations of discontinued businesses, net of tax 74 1,195 (1,121) (93.8%) Loss on sale of discontinued businesses, net of tax (196) -- (196) N/M --------- --------- --------- --------- Net loss (7,046) (14,160) 7,114 (50.2%) Gain on early redemption of preferred interest in subsidiary 6,560 -- 6,560 N/M Payment in kind dividends on convertible preferred stock (6,025) (5,237) (788) 15.0% --------- --------- --------- --------- Net loss attributable to common stockholders $ (6,511) $ (19,397) $ 12,886 (66.4%) ========= ========= ========= ========= Loss per share of common stock - Basic and diluted: Loss from continuing operations excluding PIK dividends and unusual items $ (0.47) $ (0.04) $ (0.43) (1075.0%) Gain on early redemption of preferred interest in subsidiary 0.79 -- 0.79 N/M Payment in kind (PIK) dividends on convertible preferred stock (0.72) (0.63) (0.09) 14.3% Unusual items (see attached schedule) (0.36) (1.79) 1.43 79.9% --------- --------- --------- --------- Loss from continuing operations attributable to common stockholders (0.76) (2.46) 1.70 69.1% Discontinued operations (0.02) 0.14 (0.16) (114.3%) --------- --------- --------- --------- Net loss attributable to common stockholders $ (0.78) $ (2.32) $ 1.54 66.4% ========= ========= ========= ========= Average shares outstanding - Basic & Diluted 8,352 8,377 ========= ========= Other Information Working capital, excluding current bank debt and current deferred tax balances $ 55,366 $ 59,799 $ (4,433) (7.4%) ========= ========= ========= ========= Bank debt, including portions classified as current $ 68,096 $ 76,149 $ (8,053) (10.6%) ========= ========= ========= ========= Preferred interest in subsidiary $ -- $ 16,400 $ (16,400) (100.0%) ========= ========= ========= ========= Stockholders' equity $ 104,263 $ 145,410 $ (41,147) (28.3%) ========= ========= ========= ========= Capital expenditures $ 4,742 $ 6,496 $ (1,754) (27.0%) ========= ========= ========= ========= N/M - Not meaningful
KATY INDUSTRIES, INC. RECONCILIATIONS OF GAAP RESULTS TO RESULTS EXCLUDING CERTAIN UNUSUAL ITEMS
UNAUDITED (In thousands, except per share data) Three Months Ended ---------------------------------------------- Excluding June 30, Unusual Unusual 2003 Items (a) Items % of sales --------- --------- ---------------------- Net sales $ 105,359 $ -- $ 105,359 100.0% Cost of goods sold 89,804 -- 89,804 85.2% --------- --------- ---------------------- Gross profit 15,555 -- 15,555 14.8% Selling, general & administrative expenses 16,120 -- 16,120 15.3% Impairments of long-lived assets 1,800 (1,800) -- 0.0% Severance, restructuring & related costs 1,713 (1,713) -- 0.0% --------- --------- ---------------------- Operating loss (4,078) 3,513 (565) (0.5%) Equity in income of unconsolidated investment 156 -- 156 0.1% Interest, net (1,171) -- (1,171) (1.1%) Other, net 483 -- 483 0.5% --------- --------- ---------------------- Loss before provision for income taxes (4,610) 3,513 (1,097) (1.0%) Provision for income taxes (396) -- (396) (0.4%) --------- --------- ---------------------- Loss before distributions on preferred interest in subsidiary (5,006) 3,513 (1,493) (1.4%) Distributions on preferred interest of subsidiary, net of tax -- -- -- 0.0% --------- --------- ---------------------- Loss from continuing operations $ (5,006) $ 3,513 $ (1,493) (1.4%) ========= ========= ====================== Earnings before interest, taxes, depreciation and amortization Pretax income $ (1,097) (excluding discontinued operations and unusual items) Interest 1,171 Depreciation and amortization 5,768 ---------------------- (a) Unusual items include severance, restructuring and related EBITDA $ 5,842 5.5% costs impairments of long-lived assets, and other ====================== non-recurring items. Three Months Ended ---------------------------------------------- Excluding June 30, Unusual Unusual 2002 Items (a) Items % of sales --------- --------- ---------------------- Net sales $ 108,461 $ -- $ 108,461 100.0% Cost of goods sold 90,727 -- 90,727 83.6% --------- --------- ---------------------- Gross profit 17,734 -- 17,734 16.4% Selling, general & administrative expenses 16,575 -- 16,575 15.3% Impairments of long-lived assets 2,394 (2,394) -- 0.0% Severance, restructuring & related costs 3,785 (3,785) -- 0.0% --------- --------- ---------------------- Operating (loss) income (5,020) 6,179 1,159 1.1% Equity in income of unconsolidated investment 339 -- 339 0.3% Interest, net (1,450) -- (1,450) (1.3%) Other, net (139) -- (139) (0.1%) --------- --------- ---------------------- Loss before provision for income taxes (6,270) 6,179 (91) (0.1%) Provision for income taxes (672) -- (672) (0.6%) --------- --------- ---------------------- Loss before distributions on preferred interest in subsidiary (6,942) 6,179 (763) (0.7%) Distributions on preferred interest of subsidiary, net of tax (328) -- (328) (0.3%) --------- --------- ---------------------- Loss from continuing operations $ (7,270) $ 6,179 $ (1,091) (1.0%) ========= ========= ====================== Earnings before interest, taxes, depreciation and amortization Pretax income $ (91) (excluding discontinued operations and unusual items) Interest 1,450 Depreciation and amortization 5,125 ---------------------- (a) Unusual items include severance, restructuring and related EBITDA $ 6,484 6.0% costs, impairments of long-lived assets, and other ====================== non-recurring items.
KATY INDUSTRIES, INC. RECONCILIATIONS OF GAAP RESULTS TO RESULTS EXCLUDING CERTAIN UNUSUAL ITEMS
UNAUDITED (In thousands, except per share data) Six Months Ended ------------------------------------------------- Excluding June 30, Unusual Unusual 2003 Items (a) Items % of sales --------- --------- --------- ---------- Net sales $ 201,199 $ -- $ 201,199 100.0% Cost of goods sold 168,876 -- 168,876 83.9% --------- --------- ---------------------- Gross profit 32,323 -- 32,323 16.1% Selling, general & administrative expenses 31,867 -- 31,867 15.8% Impairments of long-lived assets 1,800 (1,800) -- 0.0% Severance, restructuring & related costs 1,941 (1,941) -- 0.0% --------- --------- ---------------------- Operating (loss) income (3,285) 3,741 456 0.2% Equity in loss of unconsolidated investment (211) -- (211) (0.1%) Interest, net (3,563) -- (3,563) (1.8%) Other, net 1,197 (753)(b) 444 0.2% --------- --------- ---------------------- Loss before provision for income taxes (5,862) 2,988 (2,874) (1.4%) Provision for income taxes (939) -- (939) (0.5%) --------- --------- ---------------------- Loss before distributions on preferred interest in subsidiary (6,801) 2,988 (3,813) (1.9%) Distributions on preferred interest of subsidiary, net of tax (123) -- (123) (0.1%) --------- --------- ---------------------- Loss from continuing operations $ (6,924) $ 2,988 $ (3,936) (2.0%) ========= ========= ====================== Earnings before interest, taxes, depreciation and amortization Pretax income $ (2,874) (excluding discontinued operations and unusual items) Interest 3,563 Depreciation and amortization 11,213 ---------------------- (a) Unusual items include severance, restructuring and related EBITDA $ 11,902 5.9% costs, impairments of long-lived assets, and other ====================== non-recurring items. (b) Gain on sale of building Six Months Ended ------------------------------------------------- Excluding June 30, Unusual Unusual 2002 Items (a) Items % of sales --------- --------- ---------------------- Net sales $ 209,986 $ -- $ 209,986 100.0% Cost of goods sold 174,778 -- 174,778 83.2% --------- --------- ---------------------- Gross profit 35,208 -- 35,208 16.8% Selling, general & administrative expenses 32,273 -- 32,273 15.4% Impairments of long-lived assets 2,394 (2,394) -- 0.0% Severance, restructuring & related costs 6,081 (6,081) -- 0.0% Loss on SESCO transaction 6,010 (6,010)(b) -- 0.0% --------- --------- ---------------------- Operating (loss) income (11,550) 14,485 2,935 1.4% Equity in income of unconsolidated investment 646 -- 646 0.3% Interest, net (2,904) -- (2,904) (1.4%) Other, net (219) -- (219) (0.1%) --------- --------- ---------------------- (Loss) income before provision for income taxes (14,027) 14,485 458 0.2% Provision for income taxes (672) 498 (c) (174) (0.1%) --------- --------- ---------------------- (Loss) income before distributions on preferred interest in subsidiary (14,699) 14,983 284 0.1% Distributions on preferred interest of subsidiary, net of tax (656) -- (656) (0.3%) --------- --------- ---------------------- Loss from continuing operations $ (15,355) $ 14,983 $ (372) (0.2%) ========= ========= ======================= Earnings before interest, taxes, depreciation and amortization Pretax income $ 458 (excluding discontinued operations and unusual items) Interest 2,904 Depreciation and amortization 10,249 ---------------------- (a) Unusual items include severance, restructuring and related EBITDA $ 13,611 6.5% costs, impairments of long-lived assets, and other ====================== non-recurring items. (b) SESCO partnership transaction (c) Adjustment to reflect a more normalized effective tax rate excluding unusual items.
KATY INDUSTRIES, INC. BALANCE SHEETS - UNAUDITED (In thousands)
Assets June 30, December 31, June 30, Current Assets: 2003 2002 2002 (a) ------------- ------------- ------------- Cash $ 6,673 $ 4,842 $ 5,218 Accounts receivable, net 65,365 58,913 66,422 Inventory, net 58,975 57,967 58,650 Deferred tax asset -- -- 8,160 Prepaid assets and other 1,883 1,942 3,117 Current assets of discontinued operations (b) -- 5,970 16,480 ------------- ------------- ------------- Total current assets 132,896 129,634 158,047 ------------- ------------- ------------- Other Assets: Goodwill, net 11,211 11,211 13,571 Intangibles, net 25,272 25,491 31,683 Other assets 18,126 19,648 19,178 Non-current assets of discontinued operations (b) -- 3,100 11,432 ------------- ------------- ------------- Total other assets 54,609 59,450 75,864 ------------- ------------- ------------- Property, plant and equipment, net 80,206 86,893 105,142 ------------- ------------- ------------- Total assets $ 267,711 $ 275,977 $ 339,053 ============= ============= ============= Liabilities and stockholders' equity Current liabilities: Accounts payable $ 29,655 $ 37,058 $ 37,071 Accrued liabilities and other 47,733 54,926 49,367 Current maturities of debt 2,857 700 6,733 Revolving credit facility 51,000 44,751 58,540 Current liabilities of discontinued operations (b) 142 2,444 3,650 ------------- ------------- ------------- Total current liabilities 131,387 139,879 155,361 Long-term debt, less current portion 14,239 -- 10,876 Other liabilities 17,770 17,526 10,295 Non-current liabilities of discontinued operations (b) 52 -- 711 ------------- ------------- ------------- Total liabilities 163,448 157,405 177,243 ------------- ------------- ------------- Preferred interest in subsidiary -- 16,400 16,400 Total stockholders' equity 104,263 102,172 145,410 ------------- ------------- ------------- Total liabilities and stockholders' equity $ 267,711 $ 275,977 $ 339,053 ============= ============= =============
(a) Certain amounts have been reclassified to conform with current year presentation. (b) Amounts include assets and liabilities of Hamilton Precision Metals and GC/Waldom Electronics. KATY INDUSTRIES, INC. STATEMENTS OF CASH FLOWS - UNAUDITED (In thousands)
For the six months ended $ % June 30, June 30, Change Change 2003 2002 Inc/(Dec) Inc/(Dec) ----------- ---------- ---------- ---------- Cash flows from operating activities: Net loss $ (7,046) $ (14,160) (Loss) income from operations of discontinued businesses 122 (1,195) ---------- ---------- Loss from continuing operations (6,924) (15,355) Depreciation and amortization 11,213 10,249 Impairments of long-lived assets 1,800 2,394 Write-off and amortization of debt issuance costs 1,766 797 Gain on sale of assets (803) (55) Loss on SESCO transaction -- 6,010 Equity in loss (income) of unconsolidated investment 211 (646) ---------- ---------- 7,263 3,394 Changes in operating assets and liabilities: Accounts receivable (5,947) 1,180 Inventories (687) (5,320) Accounts payable (7,615) 4,148 Accrued expenses (7,246) 696 Other 1,333 3,348 ---------- ---------- (20,162) 4,052 Net cash (used in) provided by continuing operations (12,899) 7,446 Net cash (used in) provided by discontinued operations (714) 4,319 ---------- ---------- ---------- ---------- Net cash (used in) provided by operating activities (13,613) 11,765 (25,378) (216%) ---------- ---------- ---------- ---------- Cash flows from investing activities: Capital expenditures of continuing operations (4,722) (6,207) Capital expenditures of discontinued operations (20) (289) Acquisition of subsidiary (1,161) -- Collections of notes receivable from sales of subsidiaries 930 447 Proceeds from sale of subsidiary, net 7,451 -- Proceeds from sale of assets 1,914 99 ---------- ---------- ---------- ---------- Net cash provided by (used in) investing activities 4,392 (5,950) 10,342 174% ---------- ---------- ---------- ---------- Cash flows from financing activities: Net borrowings on revolving loans, prior to refinancing 7,965 1,540 Repayment of borrowings under revolving loans at refinancing (52,716) -- Proceeds on initial borrowings at refinancing -- term loans 20,000 -- Proceeds on initial borrowings at refinancing -- revolving loans 43,743 -- Net borrowings on revolving loans following refinancing 7,257 -- Repayments of term loans following refinancing (2,904) (9,484) Direct costs associated with debt facilities (1,415) (311) Redemption of preferred interest of subsidiary (9,840) -- Repayment of real estate and chattel mortgages (700) -- Repurchases of common stock (342) -- ---------- ---------- ---------- ---------- Net cash provided by (used in) financing activities 11,048 (8,255) 19,303 234% ---------- ---------- ---------- ---------- Effect of exchange rate changes on cash and cash equivalents 4 (178) ---------- ---------- Net increase (decrease) in cash and cash equivalents 1,831 (2,618) Cash and cash equivalents, beginning of period 4,842 7,836 ---------- ---------- ---------- ---------- Cash and cash equivalents, end of period $ 6,673 $ 5,218 $ 1,455 28% ========== ========== ---------- ----------
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