Note
1. SIGNIFICANT ACCOUNTING POLICIES
Consolidation
Policy and Basis of Presentation – The condensed
consolidated financial statements include the accounts of
Katy Industries, Inc. and subsidiaries in which it has a
greater than 50% voting interest or significant influence,
collectively “Katy” or the
“Company”. All significant
intercompany accounts, profits and transactions have been
eliminated in consolidation. The Condensed
Consolidated Balance Sheet at March 30, 2012 and the related
Condensed Consolidated Statements of Operations and
Comprehensive Loss for the three months ended March 30, 2012
and April 1, 2011 and Cash Flows for the three months ended
March 30, 2012 and April 1, 2011 have been prepared without
audit, pursuant to the rules and regulations of the
Securities and Exchange Commission, and reflect all
adjustments (consisting only of normal recurring adjustments)
which are, in the opinion of management, necessary for a fair
presentation of the financial condition, results of
operations and cash flows of the Company for the interim
periods. Interim results may not be indicative of
results to be realized for the entire year. The
condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and
notes thereto, together with management’s discussion
and analysis of financial condition and results of
operations, contained in the Company’s Annual Report on
Form 10-K for the year ended December 31,
2011. The Condensed Consolidated Balance Sheet as
of December 31, 2011 was derived from audited financial
statements, but does not include all disclosures required by
accounting principles generally accepted in the United States
(“GAAP”).
As
discussed in Note 3, in October 2011, the Company sold
substantially all assets and certain liabilities related to
the DISCO division of Continental Commercial Products, LLC
(“CCP”), a wholly-owned subsidiary of the
Company. The Company accounted for this division
as discontinued operations, and accordingly, has reclassified
the financial results for all periods presented to reflect
them as such. Unless otherwise noted, discussions
in these notes pertain to the Company’s continuing
operations.
Fiscal
Year – The Company operates and reports using a
4-4-5 fiscal year which always ends on December
31. As a result, December and January do not
typically consist of five and four weeks,
respectively. The three months ended March 30,
2012 and April 1, 2011 consisted of 65 and 64 shipping days,
respectively.
Use of
Estimates – The preparation of financial
statements in conformity with GAAP requires management to
make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual
results could differ from those estimates.
Inventories
– The components of inventories are as follows (amounts
in thousands):
|
|
|
March
30,
|
|
|
December
31,
|
|
|
|
|
2012
|
|
|
2011
|
|
|
Raw
materials
|
|
$
|
8,677
|
|
|
$
|
8,841
|
|
|
Finished
goods
|
|
|
14,063
|
|
|
|
13,992
|
|
|
Inventory
reserves
|
|
|
(1,049
|
)
|
|
|
(1,072
|
)
|
|
LIFO
reserve
|
|
|
(4,620
|
)
|
|
|
(4,499
|
)
|
|
|
|
$
|
17,071
|
|
|
$
|
17,262
|
|
At March 30, 2012
and December 31, 2011, approximately 64% and 62%,
respectively, of Katy’s inventories were accounted for
using the last-in, first-out (“LIFO”) method of
costing, while the remaining inventories were accounted for
using the first-in, first-out (“FIFO”)
method. Current cost, as determined using the FIFO
method, exceeded LIFO cost by $4.6 and $4.5 million at each
of March 30, 2012 and December 31, 2011, respectively.
Share-Based
Payment – Compensation cost recognized during
the three months ended March 30, 2012 and April 1, 2011
includes: a) compensation cost for all stock options based on
the grant date fair value amortized over the options’
vesting period and b) compensation cost for outstanding stock
appreciation rights (“SARs”) as of March 30, 2012
and April 1, 2011 based on the March 30, 2012 and April 1,
2011 fair value, respectively. The Company
re-measures the fair value of SARs each reporting period
until the award is settled and compensation expense is
recognized each reporting period for changes in fair value
and vesting.
Compensation
expense (income) is included in selling, general and
administrative expense in the Condensed Consolidated
Statements of Operations. The components of
compensation expense (income) are as follows (amounts in
thousands):
|
|
|
Three
Months Ended
|
|
|
|
|
March
30,
|
|
|
April
1,
|
|
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
Stock
option income
|
|
$
|
-
|
|
|
$
|
(253
|
)
|
|
Stock
appreciation right expense (income)
|
|
|
113
|
|
|
|
(238
|
)
|
|
|
|
$
|
113
|
|
|
$
|
(491
|
)
|
For
the three months ended April 1, 2011, stock option income
resulted from the reversal of compensation expense recognized
on the cancellation of unvested stock options previously held
by the Company’s Chief Executive Officer, the
Company’s Chief Financial Officer and the
Company’s former Vice President-Operations.
The fair value of
stock options are estimated at the date of grant using a
Black-Scholes option pricing model. As the Company
does not have sufficient historical exercise data to provide
a basis for estimating the expected term, the Company uses
the simplified method for estimating the expected term by
averaging the minimum and maximum lives expected for each
award. In addition, the Company estimated
volatility by considering its historical stock volatility
over a term comparable to the remaining expected life of each
award. The risk-free interest rate is the current
yield available on U.S. treasury issues with a remaining term
equal to each award. The Company estimates
forfeitures using historical results. Its
estimates of forfeitures will be adjusted over the requisite
service period based on the extent to which actual
forfeitures differ, or are expected to differ, from their
estimate. There were no stock options granted
during the three months ended March 30, 2012 or April 1,
2011.
The
fair value of SARs, a liability award, was estimated at March
30, 2012 and April 1, 2011 using a Black-Scholes option
pricing model. The Company estimated the expected
term by averaging the minimum and maximum lives expected for
each award. In addition, the Company estimated
volatility by considering its historical stock volatility
over a term comparable to the remaining expected life of each
award. The risk-free interest rate was the current
yield available on U.S. treasury issues with a remaining term
equal to each award. The Company estimates
forfeitures using historical results. Its
estimates of forfeitures will be adjusted over the requisite
service period based on the extent to which actual
forfeitures differ, or are expected to differ, from their
estimate. The assumptions for expected term,
volatility and risk-free rate are presented in the table
below:
|
|
March
30,
|
|
April
1,
|
|
|
2012
|
|
2011
|
|
|
|
|
|
|
Expected
term (years)
|
0.7
- 4.6
|
|
0.2
- 5.5
|
|
Volatility
|
275.0%
- 546.4%
|
|
160.3%
- 213.7%
|
|
Risk-free
interest rate
|
0.1%
- 0.9%
|
|
0.1%
- 2.4%
|
Comprehensive
Loss – The components of accumulated other
comprehensive loss are foreign currency translation
adjustments and pension and other postretirement benefits
adjustments. The balance of foreign currency
translation adjustments was $0.5 million and $0.6 million at
March 30, 2012 and December 31, 2011,
respectively. The balance of pension and other
postretirement benefits adjustments was $1.8 million at each
of March 30, 2012 and December 31, 2011.
Segment
Reporting – Operating segments are components of
an enterprise about which separate financial information is
available that is evaluated regularly by the chief decision
maker or group in deciding how to allocate resources and in
assessing performance. The Company’s chief
decision maker reviews the results of operations and requests
for capital expenditures based on one industry segment:
manufacturing, importing and distributing commercial cleaning
and storage products. The Company’s entire
revenue is generated through this segment.
|