MIDDLEBURY, Conn., Oct. 27 /PRNewswire-FirstCall/ -- Katy Industries, Inc. (NYSE: KT) today reported net income in the third quarter of 2005 of $1.7 million [ $0.06 per share diluted], versus net income of $1.2 million [ $0.16 per share diluted], in the third 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 net income attributable to common stockholders of $1.3 million [ $0.05 per share diluted], in the third quarter of 2005, versus a net loss attributable to common stockholders of ( $2.9 ) million [( $0.37 ) per share diluted], in the same period of 2004. Operating income, as adjusted to exclude restructuring and other non-recurring or unusual items, was $4.0 million [2.8% of net sales] in the third quarter of 2005, compared to operating income, as adjusted of $3.0 million [2.2 % of net sales] in the same period in 2004. Net income (loss), as adjusted, and operating income as adjusted, are non-GAAP financial measures and are further discussed below.

Katy also reported a net loss for the nine months ended September 30, 2005 of ( $2.9 ) million [( $0.37 ) per share diluted], versus net income of $0.8 million [ $0.10 per share diluted], for the nine months ended September 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 ( $9.4 ) million [( $1.18 ) per share diluted], for the nine months ended September 30, 2005 , versus a net loss attributable to common stockholders of ( $12.9 ) million [( $1.64 ) per share diluted], in the same period of 2004. The operating loss, as adjusted to exclude restructuring and other non-recurring or unusual items, was ( $0.8 ) million [(0.2%) of net sales] for the nine months ended September 30, 2005 , compared to operating income, as adjusted of $3.9 million [1.2% 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 third quarter of 2005, Katy reported severance, restructuring and related charges of ( $0.7 ) million pre-tax [( $0.02 ) per share diluted]. During the third quarter of 2004, Katy reported severance, restructuring and related charges of ( $0.2 ) million pre-tax [( $0.02 ) per share diluted]. Also, during the third quarter of 2004, Katy recorded the impact of payment-in-kind dividends earned on its convertible preferred stock of ( $3.8 ) million [( $0.48 ) per share diluted]. 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 nine months ended September 30, 2005 , Katy reported restructuring and other non-recurring or unusual items of ( $3.9 ) million pre-tax [( $0.49 ) per share diluted], including non-cash stock option expense related to the acceleration of vesting of options of ( $2.0 ) million and severance, restructuring and related charges of ( $2.0 ) million. During the nine months ended September 30, 2004 , Katy reported restructuring and other non-recurring or unusual items of ( $1.8 ) million pre-tax [( $0.23 ) per share diluted], including severance, restructuring and related charges of ( $2.0 ) million, costs associated with a proposed financing which Katy chose not to pursue of ( $0.4 ) million, and a gain on the sale of real estate of $0.5 million . Also, during the nine months ended September 30, 2004 , Katy recorded the impact of payment-in-kind dividends earned on its convertible preferred stock of ( $10.7 ) million [( $1.36 ) per share diluted]. 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 third quarter of 2005, as compared to the same period in the prior year, included:

     *  Net sales in the third quarter of 2005 were $140.6 million, up
        $5.1 million compared to the same period in 2004 primarily due to
        stronger sales in the Electrical Products Group offset by weaker sales
        in the Maintenance Products Group.  Overall, the increase of 4%
        resulted from higher pricing of 4% and favorable currency translation
        of 1% offset by lower volumes of 1%.

     *  Gross margins were 12.6% in the third quarter of 2005, versus 13.2% in
        the third quarter of 2004.  Margins were negatively impacted by higher
        raw material costs, a portion of which could not be passed on through
        price increases, and higher operating costs in our Abrasives business.

     *  Selling, general and administrative expenses were $1.0 million lower
        in the third quarter of 2005 versus the third quarter of 2004.  These
        costs represented 9.9% of sales in the third quarter of 2005, a
        decrease from 11.0% of sales for the same period of 2004.  This
        decrease was primarily due to cost containment in the Electrical
        Products Group.

     *  Debt at September 30, 2005 was $58.1 million [49% of total
        capitalization], versus $58.7 million [46% of total capitalization] at
        December 31, 2004.  Cash on hand at September 30, 2005 was $8.6
        million, versus $8.5 million on hand at December 31, 2004.

     *  Katy generated free cash flow of $1.9 million during the nine month
        period ended September 30, 2005 versus ($29.5) million of free cash
        flow used during the nine month period ended September 30, 2004.  The
        improvement in free cash flow was primarily attributable to a
        reduction of working capital in the first nine months of 2005 versus
        an inventory build in the first nine months of 2004, and lower capital
        expenditures.  Free cash flow, a non-GAAP financial measure, is
        discussed further below.

        Katy expects its debt levels to generally stabilize for the fourth
        quarter of 2005.  Elements of working capital continue to be closely
        managed. Capital expenditures in the fourth quarter are expected to
        continue at approximately the same pace as the first three quarters 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 September 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
        its abrasives facilities) are expected to be less than $0.5 million.

'The stronger sales in the third quarter were certainly a positive sign as we attempt to capitalize on our leaner, more stabilized facilities', said Anthony T. Castor III, Katy's President and Chief Executive Officer. 'However, we continue to be challenged by escalating material costs, especially in the wake of the hurricanes in the Gulf, and we appreciate the understanding of our customers as we are forced to pass those increases along,' 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 Net Income (Loss), as adjusted, Net Income (Loss), as adjusted per share, Operating Income (Loss) and Operating Income (Loss) as adjusted, as a percentage of sales; 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 non-GAAP financial measures should be considered in addition to, and not as a substitute or superior to, the other measures of financial performance prepared in accordance with GAAP. Using only the non-GAAP financials measures to analyze our performance would have material limitations because their calculation is based on the subjective determinations of management regarding the nature and classification of events and circumstances that investors may find material. Management compensates for these limitations by utilizing both the GAAP and non-GAAP measure reflected below to understand and analyze the results of its business. Katy believes the presentation of these measures is nonetheless useful to investors for the following reasons:

Net Income (Loss), as adjusted, Net Income (Loss), as adjusted per share, Operating Income (Loss) and Operating Income (Loss) as adjusted, as a percentage of sales: All of these non-GAAP operating measurements adjust the corresponding GAAP measurement to exclude restructuring and other non- recurring and unusual items, as appropriate. Following the recapitalization of the company in 2001, a comprehensive restructuring program became essential to the future viability of Katy. All other non-recurring and unusual items are typically indicative of non-cash impacts to Katy's results of operations. These non-GAAP measures are used by management as Katy believes that these measures are more indicative of the company's underlying business performance and that eliminating restructuring and other non-recurring and unusual charges provides more meaningful year-to-year comparison of the company's operations. Katy believed that the restructuring charges would be non-recurring as the restructuring was expected to be substantially completed in mid-2004 but was delayed due to issues with the consolidation of the company's abrasives facilities. After the substantial completion of this consolidation in 2005, Katy expects that remaining restructuring charges and all other non-recurring and unusual items will not be material.

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  Nine Months Ended
                                         September 30,       September 30,
                                         2005      2004      2005      2004

    Net sales                          $140,557  $135,426  $334,280  $335,843
    Cost of goods sold                  122,896   117,569   295,310   288,095
       Gross profit                      17,661    17,857    38,970    47,748
    Selling, general and
     administrative expenses             13,861    14,846    40,100    43,834
    Stock option expense (non-cash)          --        --     1,953        --
    Severance, restructuring and
     related charges                        662       167     1,975     1,956
    (Gain) loss on sale of assets          (187)        3      (353)     (546)
       Operating income (loss)            3,325     2,841    (4,705)    2,504
    Interest expense                     (1,487)   (1,017)   (4,143)   (2,814)
    Other, net                              219       (30)      209      (261)
       Income (loss) before provision
        for income taxes                  2,057     1,794    (8,639)     (571)
    Provision for income taxes              724       918       722     1,617
       Net income (loss)                  1,333       876    (9,361)   (2,188)
    Payment-in-kind (PIK) dividends on
     convertible preferred stock             --    (3,822)       --   (10,746)
       Net income (loss) attributable
        to common stockholders           $1,333   $(2,946)  $(9,361) $(12,934)

    Income (loss) per share of common
     stock - basic:

    Net income (loss)                     $0.17     $0.11    $(1.18)   $(0.28)
    PIK dividends on convertible
     preferred stock                         --     (0.48)       --     (1.36)
       Net income (loss) attributable
        to common stockholders            $0.17    $(0.37)   $(1.18)   $(1.64)

    Income (loss) per share of common
     stock - diluted:

    Net income (loss)                     $0.05     $0.11    $(1.18)   $(0.28)
    PIK dividends on convertible
     preferred stock                         --     (0.48)       --     (1.36)
       Net income (loss) attributable
        to common stockholders            $0.05    $(0.37)   $(1.18)   $(1.64)

    Weighted average common shares
     outstanding:
    Basic                                 7,951     7,870     7,948     7,875
    Diluted                              26,880     7,870     7,948     7,875



                                                September 30,    September 30,
    Other Information:                              2005              2004

    Working capital                                 $8,061           $19,983
    Working capital, exclusive of deferred
     tax assets and liabilities and debt
     classified as current                         $51,639           $71,347
    Long-term debt, including current
     maturities                                    $58,128           $67,078
    Stockholders' equity                           $59,973          $100,564
    Capital expenditures                            $5,785           $10,838



    KATY INDUSTRIES, INC. RECONCILIATIONS OF GAAP RESULTS
    TO RESULTS EXCLUDING CERTAIN UNUSUAL ITEMS - UNAUDITED
    (In thousands, except percentages and per share data)

                                           Three Months      Nine Months
                                               Ended            Ended
                                           September 30,    September 30,
                                           2005    2004     2005     2004

    Reconciliation of net income (loss)
     to net income (loss), as adjusted
    Net income (loss)                     $1,333    $876  $(9,361) $(2,188)
    Unusual items:
      Stock option expense (non-cash)         --      --    1,953       --
      Severance, restructuring and
       related charges                       662     167    1,975    1,956
      Gain on sale of real estate             --      --       --     (549)
      Costs associated with abandoned
       financing (included in other, net)     --      --       --      435
      Net write-off of amounts related to
       divested businesses (included in
       other, net)                            --      29       --      (31)
    Adjustment to reflect a more
     normalized effective tax rate
     excluding unusual items                (309)    162    2,512    1,146
    Net income (loss), as adjusted        $1,686  $1,234  $(2,921)    $769

    Net income (loss), as adjusted per
     share - basic:
    Net income (loss) per share            $0.17   $0.11   $(1.18)  $(0.28)
    Unusual items per share                 0.08    0.02     0.49     0.23
    Adjustment to reflect a more
     normalized effective tax rate
     excluding
      unusual items per share              (0.04)   0.03     0.32     0.15
    Net income (loss), as adjusted per
     share                                 $0.21   $0.16   $(0.37)   $0.10

    Net income (loss), as adjusted per
     share - diluted:
    Net income (loss) per share            $0.05   $0.11   $(1.18)  $(0.28)
    Unusual items per share                 0.02    0.02     0.49     0.23
    Adjustment to reflect a more
     normalized effective tax rate
     excluding unusual items per share     (0.01)   0.03     0.32     0.15
    Net income (loss), as adjusted per
     share                                 $0.06   $0.16   $(0.37)   $0.10

    Weighted average common shares
     outstanding:
    Basic                                  7,951   7,870    7,948    7,875
    Diluted                               26,880   7,870    7,948    7,875

    Operating income (loss), as adjusted:

    Operating income (loss)               $3,325  $2,841  $(4,705)  $2,504
      Stock option expense (non-cash)         --      --    1,953       --
      Gain on sale of real estate             --      --       --     (549)
      Severance, restructuring and
       related charges                       662     167    1,975    1,956
    Operating income (loss), as adjusted: $3,987  $3,008    $(777)  $3,911
    Operating income (loss), as adjusted,
     as a % of sales                        2.8%    2.2%    -0.2%     1.2%



    KATY INDUSTRIES, INC. SEGMENT INFORMATION - UNAUDITED
    (In thousands)

                                       Three Months Ended  Nine Months Ended
                                          September 30,       September 30,
                                         2005      2004      2005      2004
    Net sales:
         Maintenance Products Group     $64,013   $72,218  $189,355  $212,444
         Electrical Products Group       76,544    63,208   144,925   123,399
                                       $140,557  $135,426  $334,280  $335,843

    Operating income (loss), as
     adjusted:
         Maintenance Products Group        $591       $74   $(3,937)   $1,121
         Electrical Products Group        6,100     6,329    10,163    10,879
         Unallocated corporate expense   (2,704)   (3,395)   (7,003)   (8,089)
                                         $3,987    $3,008     $(777)   $3,911



    KATY INDUSTRIES, INC. BALANCE SHEETS - UNAUDITED
    (In thousands)


    Assets                          September 30,  December 31,  September 30,
    Current assets:                      2005          2004           2004
        Cash and cash equivalents       $8,627        $8,525         $8,626
        Accounts receivable, net        76,084        66,689         76,185
        Inventories, net                60,536        65,674         72,928
        Other current assets             4,534         4,233          2,980
    Total current assets               149,781       145,121        160,719

    Other assets:
        Goodwill                         2,239         2,239         10,215
        Intangibles, net                 7,814         7,428         21,280
        Other                            9,036         9,946         10,244
    Total other assets                  19,089        19,613         41,739

    Property and equipment, net         57,166        59,730         68,244

    Total assets                      $226,036      $224,464       $270,702


    Liabilities and stockholders'
     equity
    Current liabilities:
        Accounts payable               $51,284       $39,079        $42,917
        Accrued expenses                45,879        45,208         46,455
        Current maturities of
         long-term debt                  2,857         2,857          2,857
        Revolving credit agreement      41,700        40,166         48,507
    Total current liabilities          141,720       127,310        140,736

    Long-term debt, less current
     maturities                         13,571        15,714         15,714
    Other liabilities                   10,772        12,855         13,688
    Total liabilities                  166,063       155,879        170,138

    Stockholders' equity
        Convertible preferred stock    108,256       108,256        104,253
        Common stock                     9,822         9,822          9,822
        Additional paid-in capital      27,016        25,111         29,686
        Accumulated other
         comprehensive income            3,338         4,564          2,913
        Accumulated deficit            (66,619)      (57,258)       (23,325)
        Treasury stock                 (21,840)      (21,910)       (22,785)
    Total stockholders' equity          59,973        68,585        100,564

    Total liabilities and
     stockholders' equity             $226,036      $224,464       $270,702



    KATY INDUSTRIES, INC. STATEMENTS OF CASH FLOWS - UNAUDITED
    (In thousands)
                                               Nine Months Ended September 30,
                                                     2005              2004
    Cash flows from operating activities:
      Net loss                                     $(9,361)          $(2,188)
      Depreciation and amortization                  8,606            11,102
      Amortization of debt issuance costs              844               804
      Stock option expense (non-cash)                1,953                --
      Gain on sale of assets                          (353)             (546)
                                                     1,689             9,172
      Changes in operating assets and
       liabilities:
        Accounts receivable                         (9,596)          (10,637)
        Inventories                                  5,019           (19,072)
        Other assets                                  (471)           (1,136)
        Accounts payable                            12,456             5,546
        Accrued expenses                               677              (125)
        Other, net                                  (2,090)           (2,404)
                                                     5,995           (27,828)

      Net cash provided by (used in)
       operating activities                          7,684           (18,656)

    Cash flows from investing activities:
      Capital expenditures                          (5,785)          (10,838)
      Acquisition of business                       (1,658)               --
      Collections of note receivable from
       sale of subsidiary                              106                14
      Proceeds from sale of assets                     931             5,545
      Net cash used in investing activities         (6,406)           (5,279)

    Cash flows from financing activities:
      Net borrowings on revolving loans              1,045            12,536
      Proceeds of term loans                            --            18,152
      Repayments of term loans                      (2,143)           (3,244)
      Direct costs associated with debt
       facilities                                     (244)           (1,439)
      Repurchases of common stock                       --               (75)
      Net cash (used in) provided by financing
       activities                                   (1,342)           25,930

    Effect of exchange rate changes on cash and
     cash equivalents                                  166              (117)
    Net increase in cash and cash equivalents          102             1,878
    Cash and cash equivalents, beginning of
     period                                          8,525             6,748
    Cash and cash equivalents, end of period        $8,627            $8,626

    Reconciliation of free cash flow to
     GAAP Results:

      Net cash provided by (used in)
       operating activities                         $7,684          $(18,656)
      Capital expenditures                          (5,785)          (10,838)
      Free cash flow                                $1,899          $(29,494)

SOURCE Katy Industries, Inc.