KATY INDUSTRIES INC
10-Q/A, 1994-05-26
SPECIAL INDUSTRY MACHINERY, NEC
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                  Securities and Exchange Commission
                        Washington, D.C. 20549

                       FORM 10-QA
To correct financial data included in Statements of Condensed Operations

            Quarterly Report Under Section 13
     or 15(d) of the Securities Exchange Act of 1934


For Quarter Ended: March 31, 1994    Commission File Number 1-5558


                  Katy Industries, Inc.
 (Exact name of registrant as specified in its charter)



                Delaware                                         75-1277589
(State of Incorporation)       (I.R.S. Employer Identification No.)


 853 Dundee Avenue, Elgin, Illinois                   60120
(Address of Principal Executive Offices)   (Zip Code)


Registrant's telephone number, including area code: (312)379-1121



  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              No   X  



  Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the latest practicable date.


             Class             Outstanding at March 31, 1994
    Common stock, $1 par value               9,017,387                       

                      KATY INDUSTRIES, INC.

               CONDENSED CONSOLIDATED BALANCE SHEETS

               MARCH 31, 1994 AND DECEMBER 31, 1993

<TABLE>
<CAPTION>

                                                   March 31,      December 31,
                                                     1994             1993    
                                                    (Thousands of Dollars)
<S>                                         <C>           <C>    
CURRENT ASSETS:

  Cash and cash equivalents                 $122,912      $130,289
  Marketable securities - available for sale
    (1993 at cost; market - $31,223) - Note 1 28,294        15,795
  Accounts receivable, trade, net of allowance 
    for doubtful accounts of $5,809 and $7,97523,673        20,568
  Notes and other receivables, net of allowance 
    for doubtful notes of $10                  4,809         3,804
  Inventories - Note 1                        40,391        40,725
  Other current assets                        10,426        14,165

        Total current assets                 230,505       225,346


OTHER ASSETS:
  Investments, at equity, and advances to
    unconsolidated subsidiaries - Note 2      40,314        45,516
  Investments, at cost - Note 3                  425         6,704
  Notes receivable, net of allowance for
    doubtful notes of $1,700                   3,027         3,058
  Miscellaneous                               19,577        19,915

        Total other assets                    63,343        75,193

PROPERTIES, at cost:
  Land and improvements                        5,173         3,433
  Buildings and improvements                  27,656        22,820
  Machinery and equipment                     57,532        52,488
                                              90,361        78,741
  Accumulated depreciation                 (  49,615)   (  49,055)

        Net properties                        40,746        29,686

                                            $334,594      $330,225
<FN>
See Notes to Condensed Consolidated Financial Information.
</TABLE>

                          KATY INDUSTRIES, INC.

               CONDENSED CONSOLIDATED BALANCE SHEETS

               MARCH 31, 1994 AND DECEMBER 31, 1993

<TABLE>
<CAPTION>
                                                      March 31,      December 31,
                                                        1994            1993   
                                                        (Thousands of Dollars)
<S>                                         <C>           <C>
CURRENT LIABILITIES:
  Notes payable                             $ 10,128      $ 10,163
  Accounts payable                             8,507         8,777
  Accrued compensation                         4,521         5,058
  Accrued expenses                            21,784        21,508
  Accrued interest and taxes                   1,227         1,131
  Current maturities, long-term debt           3,214         2,991
  Dividends payable                              643           643
        Total current liabilities             50,024        50,271


LONG-TERM DEBT, less current maturities        5,793         4,289


OTHER LIABILITIES                             30,756        31,899


MINORITY INTEREST                                205          -   


STOCKHOLDERS' EQUITY
  Common stock, $1 par value, authorized
    25,000,000 shares, issued 9,821,329
    shares                                     9,821         9,821
  Additional paid-in capital                  51,111        51,111
  Foreign currency translation adjustment      4,051         3,880
  Unrealized holding gain, net of tax - Note 1 7,631          -   
  Retained earnings                          189,062       192,814
  Treasury stock, 803,942 shares           (  13,860)    (  13,860)

        Total stockholders' equity           247,816       243,766

                                            $334,594      $330,225
<FN>
See Notes to Condensed Consolidated Financial Information.
</TABLE>

                        KATY INDUSTRIES, INC.

          STATEMENTS OF CONDENSED CONSOLIDATED OPERATIONS

            THREE MONTHS ENDED MARCH 31, 1994 AND 1993

<TABLE>
<CAPTION>
                                                      1994             1993    
                                                         (Thousands of Dollars
                                                       Except Per Share Data)
<S>                                         <C>           <C>
Net sales                                   $ 38,423      $ 40,340
Costs and expenses:
  Cost of goods sold                          27,036        29,077
  Selling, general and administrative          9,863        11,495
  Depreciation and amortization                1,544         1,496
  Interest expense                               520           413
  Interest income                          (   1,225)    (   1,538)
  Other, net - Note 3                          6,350     (   6,422)

                                              44,088        34,521
      Income (Loss) from continuing consolidated
         operations before provision for income
         taxes and minority interest       (   5,665)        5,819
Benefit (Provision) for income taxes           1,864        (   2,752)
Minority stockholders share of loss             -              510
      Income from continuing consolidated 
        operations                         (   3,801)        3,577
Equity in income of unconsolidated
  subsidiaries (net of tax) - Note 2             613           659
Gain as a result of an initial public offering
  by an unconsolidated subsidiary (net of tax) -
    Note 2                                      -              835

      Income (Loss) from continuing operations(   3,188)     5,071

Discontinued consolidated operation (net of tax)    -    (   1,343)

      Income (Loss) before cumulative effect of
        change in accounting principle     (   3,188)        3,728
Cumulative effect of change in accounting principle    - (   1,418)
      Net income (loss)                    ($  3,188)     $  2,310
Earnings (Loss) per share:
  Income (Loss) from continuing operations ($    .35)        $    .56
  Discontinued consolidated operations           -          (     .15)
  Cumulative effect of change                                                  
    in accounting principle                      -          (     .15) 
      Net income (loss)                    ($    .35)        $    .26
Average shares outstanding (in thousands)      9,017            9,017
Dividends per share - common stock
  $1.00 par value                           $  .0625         $  .0625

<FN>
See Notes to Condensed Consolidated Financial Information.
</TABLE>

                       KATY INDUSTRIES, INC.

          STATEMENTS OF CONDENSED CONSOLIDATED CASH FLOWS

            THREE MONTHS ENDED MARCH 31, 1994 AND 1993

<TABLE>
<CAPTION>
                                                         1994          1993  
                                                       (Thousands of Dollars)
<S>                                         <C>          <C>
Cash flows from operating activities:
  Net income (loss)                         ($  3,188)   $  2,310
  Gain as a result of an initial public
   offering by an unconsolidated subsidiary      -      (     835)
  Write off of investment                       6,580        -   
  Gain on sale of assets                    (       4)  (   6,075)
  Discontinued operation                         -          1,343
  Cumulative effect of change in accounting principle-      1,418
  Adjustments to reconcile net income to net cash
    flows from operating activities         (   6,057)  (   1,589)

        Net cash flows from operating activities(   2,669)(   3,428)

Cash flows from investing activities:
  Proceeds from sale of assets                    204      11,157
  Time deposits and marketable securities activity-        13,787
  Collections of notes receivable                 108          40
  Purchase of subsidiary, net of cash
    acquired                                (   2,226)  (     125)
  Capital expenditures                      (     731)  (   1,418)
  
        Net cash flows from investing activities(   2,645)  23,441

Cash flows from financing activities:
  Notes payable activity, net               (      36)  (     890)
  Principal payments on long-term debt      (   1,467)  (     280)
  Payment of dividends                      (     564)  (     564)
  Proceeds from issuance of long-term debt          4          44

        Net cash flows from financing activities(   2,063)(   1,690)

Net increase (decrease) in cash and cash 
  equivalents                               (   7,377)     18,323

Cash and cash equivalents beginning of period 130,289      34,801

Cash and cash equivalents end of period      $122,912    $ 53,124


<FN>
See Notes to Condensed Consolidated Financial Information.
</TABLE>


(1)  Significant Accounting Policies

Consolidation Policy

     The financial statements include, on a consolidated basis, the
accounts of Katy Industries, Inc. and subsidiaries (Katy) in which it has
greater than 50% interest.

     The information furnished reflects all known adjustments which are,
in the opinion of management, necessary for a fair presentation.  Interim
figures are subject to year-end audit adjustments.

Inventories

     The components of inventories are as follows:

                                     March 31,     December 31,
                                      1994            1993    
                                      (Thousands of Dollars)

           Raw materials.............. $13,113  $13,710
           Work in process............   8,786    9,582
           Finished goods.............  18,492   17,433

                                       $40,391  $40,725

New Accounting Pronouncements

     On January 1, 1994 Katy adopted Statement of Financial Accounting
Standards ("SFAS") No. 115 "Accounting for Certain Investments in Debt and
Equity Securities".  SFAS No. 115 requires, among other things, that
securities which are available for sale be classified as such and stated
at their fair value with the unrealized holding gain or loss accounted for
as a separate component of stockholders' equity.

     Adoption of SFAS No. 115 resulted in the reclassification of
marketable securities with a cost of $15,795,000 to securities available-
for-sale.  Such securities were also revalued to their fair value on
January 1, 1994 of $31,223,000 and the unrealized holding gain of
$9,257,000, net of related taxes, was accounted for a separate component
of stockholders equity.  During the three months ended March 31, 1994
there were no purchases or sales of marketable securities.

(2)  Investments, at Equity, and Advances to Unconsolidated Subsidiaries

     Katy's investments in and advances to unconsolidated subsidiaries are
comprised of the following:


March 31, 1994                    Investments    Advances       Total
                                        (Thousands of Dollars)

Syratech Corporation                $34,053      $  -          $34,053   
  
Bee Gee Holding Company, Inc.         6,261         -            6,261

                                    $40,314      $  -          $40,314



December 31, 1993                 Investments    Advances       Total
                                        (Thousands of Dollars)

Syratech Corporation                $32,977      $  -          $32,977
Bee Gee Holding Company, Inc.         6,281         -            6,281   
C.E.G.F. (USA)                        2,060        4,198         6,258

                                    $41,318      $ 4,198       $45,516

     On March 27, 1994 Katy purchased 50% of the outstanding common stock
of C.E.G.F. (USA) for $2,750,000 which purchase results in Katy owning 95%
of C.E.G.F.  The excess of the purchase price over the book value of net
assets purchased has been allocated to properties and is being depreciated
over the remaining lives of the assets.  As of March 31, 1994 the balance
sheet of C.E.G.F. is included in Katy's Condensed Consolidated Balance
Sheet and beginning in the second quarter of 1994 the income statement of
C.E.G.F. will be included in Katy's Statement of Condensed Consolidated
Operations. 

     In December, 1992 Syratech Corporation completed an Initial Public
Offering at $16.50 a share.  This transaction diluted Katy's ownership
percentage to 28.8% from 36.1%.  Katy's share of Syratech's increased
shareholder equity accounts resulted in a credit of $1,369,000 before
income taxes of $534,000 ($.09 per share) to Katy's Statement of Condensed
Consolidated Operations in the first quarter of 1993.   At the time of the
Initial Public Offering, Syratech adopted a shareholder rights plan. 
Katy's shares are not registered and if sold to a single purchaser would
cause the shareholder rights plan to become effective.  Katy accounts for
this investment on a three month lag basis.

     The condensed financial information which follows reflects Katy's
proportionate share in the financial position and results of operations of
all of its unconsolidated subsidiaries:
<TABLE>
<CAPTION>
                                         March 31,       December 31,
                                           1994             1993    
                                           (Thousands of Dollars)

           <S>                        <C>            <C>
           Current assets             $35,197        $35,356
           Current liabilities       ( 12,715)      ( 13,864) 

             Working capital           22,482         21,492

           Properties, net             24,959         29,283
           Other assets                   823            913
           Long-term debt            (  5,502)      (  8,979) 
           Other liabilities         (  5,942)      (  5,234)

             Stockholders' equity      36,820         37,475

           Unamortized excess of cost
            over net assets acquired    3,494          3,843

           Investments, at equity, 
            in unconsolidated subsidiaries$40,314    $41,318


                                             Three Months
                                            Ended March 31      
                                        1994              1993  
                                        (Thousands of Dollars)

           Sales                      $ 20,894          $ 22,834

           Costs and expenses        (  19,575)        (  21,503)

               Net income                1,319             1,331 

           Amortization of excess 
             of cost over net
             assets acquired         (     204)        (     167)

           Provision for income taxes(     502)        (     505)

              Equity in income of     
               unconsolidated
               subsidiaries           $    613          $    659
</TABLE>
(3)  Investments, at Cost

     In April, 1994 management of Katy met with Katy's oil exploration
joint venture partners and, based on current facts and circumstances, Katy
has decided not to commit further funds to the oil exploration project and
will not participate in any further activities on the site.  Accordingly,
in March, 1994 Katy wrote off its $6,580,000 investment.

     In January, 1993 Katy sold its 8% interest, (78,145 shares of common
stock) in Compagnie des Entrepots et Gares Frigorifiques (CEGF), a French
cold storage company, for cash proceeds of $10,953,000 resulting in a pre-
tax gain of $6,081,000.


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