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 March 31, December 31, 1994 1993 (Thousands of Dollars) 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. KATY INDUSTRIES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS MARCH 31, 1994 AND DECEMBER 31, 1993 March 31, December 31, 1994 1993 (Thousands of Dollars) 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. KATY INDUSTRIES, INC. STATEMENTS OF CONDENSED CONSOLIDATED OPERATIONS THREE MONTHS ENDED MARCH 31, 1994 AND 1993 1994 1993 (Thousands of Dollars Except Per Share Data) 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. KATY INDUSTRIES, INC. STATEMENTS OF CONDENSED CONSOLIDATED CASH FLOWS THREE MONTHS ENDED MARCH 31, 1994 AND 1993 1994 1993 (Thousands of Dollars) 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. (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: March 31, December 31, 1994 1993 (Thousands of Dollars) 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 (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.