-----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, Vjg2fEShvOBjYWBoBOHH8vbUtpFc5dNHMG41x8ogiIflXFEHv5ogES5kts+tTfHX Irdd/CMvnrpet7PLughyWQ== 0001169232-05-003843.txt : 20050803 0001169232-05-003843.hdr.sgml : 20050803 20050803114550 ACCESSION NUMBER: 0001169232-05-003843 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050802 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050803 DATE AS OF CHANGE: 20050803 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: 05994489 BUSINESS ADDRESS: STREET 1: 765 STRAITS TURNPIKE STREET 2: SUITE 2000 CITY: MIDDLEBURY STATE: CT ZIP: 06762 BUSINESS PHONE: 2035980397 MAIL ADDRESS: STREET 1: 765 STRAITS TURNPIKE STREET 2: SUITE 2000 CITY: MIDDLEBURY STATE: CT ZIP: 06762 8-K 1 d64747_8-k.txt CURRENT REPORT ================================================================================ 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 2, 2005 KATY INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-05558 75--1277589 (State of Incorporation) (Commission File Number) (IRS Employer Identification No.) 765 Straits Turnpike Middlebury, Connecticut 06762 (Address of principal executive offices) (Zip Code) (203) 598-0397 (Registrant's telephone number, including area code) 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: |_| Written communications pursuant to Rule 425 under the Securities Act |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act ================================================================================ Item 2.02 Results of Operations and Financial Condition. On August 2, 2005, Katy Industries, Inc. issued a press release regarding its results of operations for the second quarter of 2005. The release and accompanying schedules are being furnished as Exhibit 99.1 to this Current Report on Form 8-K. In accordance with General Instruction B.2. 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. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. Exhibit 99.1 Press release issued by Katy Industries, Inc. on August 2, 2005. 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. KATY INDUSTRIES, INC. (Registrant) By: /s/ Amir Rosenthal ---------------------------------------- Amir Rosenthal Vice President, Chief Financial Officer, General Counsel and Secretary Date: August 3, 2005 Exhibits Exhibit No. Description - ----------- ----------- 99.1 Press release issued by Katy Industries, Inc. on August 2, 2005. EX-99.1 2 d64747_ex99-1.txt PRESS RELEASE Exhibit 99.1 KATY NEWS --------------------- FOR IMMEDIATE RELEASE KATY INDUSTRIES, INC. REPORTS 2005 SECOND QUARTER RESULTS MIDDLEBURY, CT - August 2, 2005 - Katy Industries, Inc. (NYSE: KT) today reported a net loss in the second quarter of 2005 of ($2.0) million [($0.26) per share], versus a net loss of ($1.2) million [($0.15) per share], in the second quarter of 2004, as adjusted to exclude restructuring and other non-recurring or unusual items, which are discussed below. Including these items and payment-in-kind dividends on convertible preferred stock, Katy reported a net loss attributable to common stockholders of ($6.0) million [($0.76) per share], in the second quarter of 2005, versus a net loss attributable to common stockholders of ($4.7) million [($0.60) per share], in the same period of 2004. The operating loss, as adjusted to exclude restructuring and other non-recurring or unusual items, was ($1.9) million [(2.0%) of net sales] in the second quarter of 2005, compared to an operating loss, as adjusted of ($1.0) million [(1.0) % of net sales] in the same period in 2004. Net income (loss), as adjusted, and operating income (loss), as adjusted, are non-GAAP financial measures and are further discussed below. Katy also reported a net loss for the six months ended June 30, 2005 of ($4.6) million [($0.58) per share], versus a net loss of ($0.5) million [($0.06) per share], for the six months ended June 30, 2004, as adjusted to exclude restructuring and other non-recurring or unusual items, which are discussed below. Including these items and payment-in-kind dividends on convertible preferred stock, Katy reported a net loss attributable to common stockholders of ($10.7) million [($1.35) per share], for the six months ended June 30, 2005, versus a net loss attributable to common stockholders of ($10.0) million [($1.27) per share], in the same period of 2004. The operating loss, as adjusted to exclude restructuring and other non-recurring or unusual items, was ($4.8) million [(2.5%) of net sales] for the six months ended June 30, 2005, compared to operating income, as adjusted of $0.9 million [0.5 % of net sales] for the same period in 2004. Net income (loss), as adjusted, and operating income (loss), as adjusted, are non-GAAP financial measures and are further discussed below. During the second quarter of 2005, Katy reported restructuring and other non-recurring or unusual items of ($2.9) million pre-tax [($0.36) per share], including non-cash stock option expense related to the acceleration of vesting of options of ($2.0) million (see discussion below in highlights section) and severance, restructuring and related charges of ($0.9) million. During the second quarter of 2004, Katy reported income from restructuring and other non-recurring or unusual items of $0.7 million pre-tax [$0.09 per share], including severance, restructuring and related income of $0.1 million, income from the reversal of reserves related to divested businesses of $0.1 million and a gain on the sale of real estate of $0.5 million. Also, during the second quarter of 2004, Katy recorded the impact of payment-in-kind dividends earned on its convertible preferred stock of ($3.5) million [($0.44) per share]. Payment-in-kind dividends on convertible preferred stock ended in December 2004. 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, 2005, Katy reported restructuring and other non-recurring or unusual items of ($3.3) million pre-tax [($0.41) per share], including non-cash stock option expense related to the acceleration of vesting of options of ($2.0) million (see discussion below in highlights section) and severance, restructuring and related charges of ($1.3) million. During the six months ended June 30, 2004, Katy reported restructuring and other non-recurring or unusual items of ($1.6) million pre-tax [($0.21) per share], including severance, restructuring and related charges of ($1.8) million, costs associated with a proposed financing which Katy chose not to pursue of ($0.4) million, income from the reversal of reserves related to divested businesses of $0.1 million and a gain on the sale of real estate of $0.5 million. Also, during the six months ended June 30, 2004, Katy recorded the impact of payment-in-kind dividends earned on its convertible preferred stock of ($6.9) million [($0.88) per share]. Details regarding these items are provided in the "Reconciliations of GAAP Results to Results Excluding Certain Unusual Items" accompanying this press release. Highlights for the second quarter of 2005, as compared to the same period in the prior year, included: o Effective June 1, Anthony T. Castor III was appointed President and Chief Executive Officer, replacing C. Michael Jacobi who retired. o Net sales in the second quarter of 2005 were $98.2 million, down $2.3 million compared to the same period in 2004 primarily due to weaker sales in the Maintenance Products Group, partially offset by stronger sales in the Electrical Products Group. Overall, the decrease of 2% resulted from lower volumes of 7% offset by higher pricing of 4% and favorable currency translation of 1%. o Gross margins were 12.0% in the second quarter of 2005, versus 13.2% in the second quarter of 2004. Margins were negatively impacted by higher raw material costs, a portion of which could not be passed on through price increases (mostly in the Electrical Products Group); and higher operating costs in our Abrasives business unit due to manufacturing inefficiencies resulting from i) the delayed consolidation of the Abrasives facilities and ii) a fire at our Wrens, Georgia facility early in the fourth quarter of 2004. These items were only partially offset by the favorable impact of restructuring and cost containment. o Selling, general and administrative expenses were $0.4 million lower than the second quarter of 2004. These costs represented 14.1% of sales in the second quarter of 2005, a decrease from 14.2% of sales for the same period of 2004. This decrease was primarily due to cost containment in the Maintenance Products Group partially offset by severance costs and search fees associated with the CEO transition. o The non-cash stock option expense of $2.0 million related to the March 2004 acceleration of vesting of options that were held by our former CEO at that time. A substantial portion of these options were forfeited by the former CEO upon his retirement, however. The offsetting credit was recorded to additional paid-in capital, resulting in no change to stockholders' equity. This charge is being taken now, as opposed to in March 2004, due to the accounting rules governing stock options. These rules further dictate that the charge include the full amount of options that were held by our former CEO at the time of acceleration of vesting, rather than the number of options held upon his retirement. o Debt at June 30, 2005 was $56.0 million [49% of total capitalization], versus $62.3 million [39% of total capitalization] at June 30, 2004. The increase in the ratio to total capitalization was principally due to lower stockholders equity which resulted in part from the impairment of long-lived assets of $30.8 million in the fourth quarter of 2004. Cash on hand at June 30, 2005 was $4.1 million, versus $5.7 million at June 30, 2004. o Katy used free cash flow of $2.5 million during the six month period ended June 30, 2005 versus $27.8 million of free cash flow used during the six month period ended June 30, 2004. The improvement in free cash flow was primarily attributable to a reduction of inventory in the first half of 2005 versus an inventory build in the first half of 2004 and lower capital expenditures. Free cash flow, a non-GAAP financial measure, is discussed further below. Katy expects liquidity to generally stabilize for the remainder of 2005, with the exception of seasonal inventory builds in the Electrical Products Group in the third quarter and increased receivable collections in Electrical Products Group in the fourth quarter. Other elements of working capital continue to be closely managed. Capital expenditures are expected to be higher in the second half of 2005 versus the first half of 2005, but overall are expected to be lower than 2004. Katy was in compliance with the amended covenants in the Bank of America Credit Agreement at June 30, 2005 and expects to be in compliance for the balance of 2005. o Katy expects to substantially complete its current restructuring program in 2005. The remaining severance, restructuring and related costs for these initiatives (mostly related to the consolidation of our abrasives facilities) are expected to be less than $1.0 million. "Despite the disappointing first half operating results, our primary objective is to grow the businesses in the Katy family. We can do this without having to add significant capital because our facilities are under utilized. We are also committed to substantially complete the abrasives consolidation in the second half of 2005, stabilize the plants and begin to maximize plant efficiency", said Anthony T. Castor III, Katy's President and Chief Executive Officer. "We see significant growth opportunity and we are confident that we can create value at Katy with increased sales and leaner plants," added Mr. Castor. Non-GAAP Financial Measures To provide transparency about measures of Katy's financial performance which management considers most relevant, we supplement the reporting of Katy's consolidated financial information under GAAP with certain non-GAAP financial measures, including income (loss) from continuing operations, as adjusted; operating income (loss), as adjusted; and free cash flow. Details regarding these measures and reconciliations of these non-GAAP measures to comparable GAAP measures are provided in the "Reconciliations of GAAP Results to Results Excluding Certain Unusual Items" and "Statements of Cash Flows" accompanying this press release. These measures should not be considered in isolation or as an alternative to measures determined in accordance with GAAP. Katy believes the presentation of these measures is nonetheless useful to investors for the following reasons: Net Income (Loss), as adjusted and Operating Income (Loss), as adjusted. Net income (loss), as adjusted, is Katy's net income (loss) that excludes restructuring and other non-recurring and unusual items. Operating income (loss), as adjusted, is the Katy's operating income (loss) that excludes restructuring and other non-recurring and unusual items. Katy believes that its presentation of these measures provides useful information to management and investors regarding certain financial and business trends relating to its results of operations. Free Cash Flow. Free cash flow is defined by Katy as cash flow from operations less capital expenditures and cash dividends paid. Katy believes that free cash flow is useful to management and investors in measuring cash generated that is available for repayment of debt obligations, investment in growth through acquisitions, new business development and stock repurchases. This press release may contain various forward-looking statements. The forward-looking statements are based on the beliefs of Katy'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, Six Months Ended June 30, --------------------------- --------------------------- 2005 2004 2005 2004 ----------- ----------- ----------- ----------- Net sales $ 98,210 $ 100,522 $ 193,723 $ 200,417 Cost of goods sold 86,424 87,261 172,414 170,526 ----------- ----------- ----------- ----------- Gross profit 11,786 13,261 21,309 29,891 Selling, general and administrative expenses 13,885 14,240 26,239 28,988 Stock option expense (non-cash) 1,953 -- 1,953 -- Severance, restructuring and related charges (income) 940 (109) 1,313 1,789 Gain on sale of assets (166) (549) (166) (549) ----------- ----------- ----------- ----------- Operating loss (4,826) (321) (8,030) (337) Interest expense (1,392) (997) (2,656) (1,797) Other, net 38 144 (10) (231) ----------- ----------- ----------- ----------- Loss before (benefit) provision for income taxes (6,180) (1,174) (10,696) (2,365) (Benefit) provision for income taxes (134) 109 (2) 699 ----------- ----------- ----------- ----------- Net loss (6,046) (1,283) (10,694) (3,064) Payment-in-kind (PIK) dividends on convertible preferred stock -- (3,462) -- (6,924) ----------- ----------- ----------- ----------- Net loss attributable to common stockholders $ (6,046) $ (4,745) $ (10,694) $ (9,988) =========== =========== =========== =========== Loss per share of common stock - basic and diluted: Net loss $ (0.76) $ (0.16) $ (1.35) $ (0.39) PIK dividends on convertible preferred stock -- (0.44) -- (0.88) ----------- ----------- ----------- ----------- Net loss attributable to common stockholders $ (0.76) $ (0.60) $ (1.35) $ (1.27) =========== =========== =========== =========== Weighted average common shares outstanding - basic and diluted 7,948 7,870 7,947 7,877 =========== =========== =========== =========== June 30, June 30, Other Information: 2005 2004 ----------- ----------- Working capital $ 8,063 $ 20,974 =========== =========== Working capital, exclusive of deferred tax assets and liabilities and debt classified as current $ 49,488 $ 66,853 =========== =========== Long-term debt, including current maturities $ 55,976 $ 62,308 =========== =========== Stockholders' equity $ 58,422 $ 99,071 =========== =========== Capital expenditures $ 2,954 $ 5,704 =========== ===========
KATY INDUSTRIES, INC. RECONCILIATIONS OF GAAP RESULTS TO RESULTS EXCLUDING CERTAIN UNUSUAL ITEMS - UNAUDITED (In thousands, except percentages and per share data)
Three Months Ended June 30, Six Months Ended June 30, --------------------------- ------------------------- 2005 2004 2005 2004 ----------- ----------- ---------- ---------- Reconciliation of net loss to net loss, as adjusted Net loss $ (6,046) $ (1,283) $ (10,694) $ (3,064) Unusual items: Stock option expense (non-cash) 1,953 -- 1,953 -- Severance, restructuring and related charges (income) 940 (109) 1,313 1,789 Gain on sale of real estate -- (549) -- (549) Costs associated with abandoned financing (included in other, net) -- -- -- 435 Net write-off of amounts related to divested businesses (included in other, net) -- (60) -- (60) Adjustment to reflect a more normalized effective tax rate excluding unusual items 1,115 828 2,821 984 ------------------------------------------------------ Net loss, as adjusted $ (2,038) $ (1,173) $ (4,607) $ (465) ========== ========== ========== ========== Net loss, as adjusted per share: Net loss per share $ (0.76) $ (0.16) $ (1.35) $ (0.39) Unusual items per share 0.36 (0.09) 0.41 0.21 Adjustment to reflect a more normalized effective tax rate excluding unusual items per share 0.14 0.10 0.36 0.12 ---------- ---------- ---------- ---------- Net loss, as adjusted per share $ (0.26) $ (0.15) $ (0.58) $ (0.06) ========== ========== ========== ========== Weighted average shares outstanding - basic and diluted 7,948 7,870 7,947 7,877 ========== ========== ========== ========== Operating (loss) income, as adjusted: Operating loss $ (4,826) $ (321) $ (8,030) $ (337) Stock option expense (non-cash) 1,953 -- 1,953 -- Gain on sale of real estate -- (549) -- (549) Severance, restructuring and related charges 940 (109) 1,313 1,789 ---------- ---------- ---------- ---------- Operating (loss) income, as adjusted: $ (1,933) $ (979) $ (4,764) $ 903 ========== ========== ========== ========== Operating (loss) income, as adjusted, as a % of sales -2.0% -1.0% -2.5% 0.5% ========== ========== ========== ==========
KATY INDUSTRIES, INC. SEGMENT INFORMATION - UNAUDITED (In thousands)
Three Months Ended June 30, Six Months Ended June 30, ----------------------------- ----------------------------- 2005 2004 2005 2004 ----------- ----------- ----------- ----------- Net sales: Maintenance Products Group $ 63,869 $ 69,736 $ 125,342 $ 140,226 Electrical Products Group 34,341 30,786 68,381 60,191 ----------- ----------- ----------- ----------- $ 98,210 $ 100,522 $ 193,723 $ 200,417 =========== =========== =========== =========== Operating (loss) income, as adjusted: Maintenance Products Group $ (450) $ (1,359) $ (4,528) $ 1,047 Electrical Products Group 1,150 2,513 4,063 4,550 Unallocated corporate expense (2,633) (2,133) (4,299) (4,694) ----------- ----------- ----------- ----------- $ (1,933) $ (979) $ (4,764) $ 903 =========== =========== =========== ===========
KATY INDUSTRIES, INC. BALANCE SHEETS - UNAUDITED (In thousands)
Assets June 30, December 31, June 30, Current assets: 2005 2004 2004 ----------- ------------ ----------- Cash and cash equivalents $ 4,063 $ 8,525 $ 5,684 Accounts receivable, net 56,981 66,689 61,007 Inventories, net 58,548 65,674 68,116 Other current assets 4,493 4,233 4,847 ----------- ----------- ----------- Total current assets 124,085 145,121 139,654 ----------- ----------- ----------- Other assets: Goodwill 2,239 2,239 10,215 Intangibles, net 7,239 7,428 21,647 Other 9,298 9,946 10,427 ----------- ----------- ----------- Total other assets 18,776 19,613 42,289 ----------- ----------- ----------- Property and equipment, net 55,771 59,730 66,314 ----------- ----------- ----------- Total assets $ 198,632 $ 224,464 $ 248,257 =========== =========== =========== Liabilities and stockholders' equity Current liabilities: Accounts payable $ 32,650 $ 39,079 $ 29,503 Accrued expenses 40,968 45,208 43,298 Current maturities of long-term debt 2,857 2,857 2,857 Revolving credit agreement 39,547 40,166 43,022 ----------- ----------- ----------- Total current liabilities 116,022 127,310 118,680 Long-term debt, less current maturities 13,572 15,714 16,429 Other liabilities 10,616 12,855 14,077 ----------- ----------- ----------- Total liabilities 140,210 155,879 149,186 ----------- ----------- ----------- Stockholders' equity Convertible preferred stock 108,256 108,256 100,431 Common stock 9,822 9,822 9,822 Additional paid-in capital 27,016 25,111 33,508 Accumulated other comprehensive income 3,120 4,564 2,296 Accumulated deficit (67,952) (57,258) (24,201) Treasury stock (21,840) (21,910) (22,785) ----------- ----------- ----------- Total stockholders' equity 58,422 68,585 99,071 ----------- ----------- ----------- Total liabilities and stockholders' equity $ 198,632 $ 224,464 $ 248,257 =========== =========== ===========
KATY INDUSTRIES, INC. STATEMENTS OF CASH FLOWS - UNAUDITED (In thousands)
Six Months Ended June 30, ---------------------------------- 2005 2004 ------------- ------------- Cash flows from operating activities: Net loss $ (10,694) $ (3,064) Depreciation and amortization 5,869 7,709 Amortization of debt issuance costs 557 535 Stock option expense (non-cash) 1,953 -- Gain on sale of assets (166) (549) ------------- ------------- (2,481) 4,631 ------------- ------------- Changes in operating assets and liabilities: Accounts receivable 8,983 4,175 Inventories 6,552 (14,704) Other assets (341) (3,274) Accounts payable (5,922) (7,870) Accrued expenses (4,086) (3,071) Other, net (2,217) (1,959) ------------- ------------- 2,969 (26,703) ------------- ------------- ------------- ------------- Net cash provided by (used in) operating activities 488 (22,072) ------------- ------------- Cash flows from investing activities: Capital expenditures (2,954) (5,704) Collections of note receivable from sale of subsidiary 106 -- Proceeds from sale of assets 600 5,533 ------------- ------------- Net cash used in investing activities (2,248) (171) ------------- ------------- Cash flows from financing activities: Net (repayments) borrowings on revolving loans (410) 7,022 Proceeds of term loans -- 18,152 Repayments of term loans (2,142) (2,529) Direct costs associated with debt facilities (135) (1,296) Repurchases of common stock -- (75) ------------- ------------- Net cash (used in) provided by financing activities (2,687) 21,274 ------------- ------------- Effect of exchange rate changes on cash and cash equivalents (15) (95) ------------- ------------- Net decrease in cash and cash equivalents (4,462) (1,064) Cash and cash equivalents, beginning of period 8,525 6,748 ------------- ------------- Cash and cash equivalents, end of period $ 4,063 $ 5,684 ============= ============= Reconciliation of free cash flow to GAAP Results: Net cash provided by (used in) operating activities $ 488 $ (22,072) Capital expenditures (2,954) (5,704) ------------- ------------- Free cash flow $ (2,466) $ (27,776) ============= =============
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