MIDDLEBURY, Conn., Aug. 2 /PRNewswire-FirstCall/ -- 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:

     *  Effective June 1, Anthony T. Castor III was appointed President and
        Chief Executive Officer, replacing C. Michael Jacobi who retired.

     *  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%.

     *  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.

     *  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.

     *  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.

     *  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.

     *  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.

     *  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   Six Months Ended
                                            June 30,            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  Six Months Ended
                                              June 30,           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   Six Months Ended
                                            June 30,            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)

SOURCE Katy Industries, Inc.