Catalyst Lighting Group, Inc. Announces Financial Results for 2004 Second Fiscal Quarter


FORT WORTH, Texas, May 28, 2004 (PRIMEZONE) -- Catalyst Lighting Group, Inc., a manufacturer and marketer of outdoor lighting poles and accessories through its Whitco Company, LP subsidiary, announces its financial results for the second quarter of fiscal 2004.

For the quarter ended March 31, 2004, total revenue increased 13 percent to $3.7 million, up from $3.3 million in the prior-year comparable quarter. For the six months ended March 31, 2004, revenue rose 25 percent to $8.2 million from $6.6 million in the same six-month period of fiscal 2003. The increase in revenue for the three-month period is attributed to a 46 percent increase in sales of aluminum poles and a 28 percent increase in sales to an OEM customer. For the six-month period, sales increased in virtually all channels. Gross margin for the quarter decreased to 32 percent from 33 percent in the comparable quarter last year. For the six-month period, gross margin ended at 31 percent, compared to 33 percent for the same period last year. The decrease in gross margin is attributable to an increase in steel prices, an increase in freight costs, start-up costs associated with the Company's new manufacturing facility, and a lower margin mix of sales of products. The lower margin mix of sales of products is primarily attributable to the revenue growth in sales of aluminum poles and sales to an OEM customer, both historically low gross margin products.

The combination of factors leading to the gross margin decline also led to a net loss for the quarter ended March 31, 2004 of $313,468, compared to a net loss for the prior-year quarter of $144,682. For the six months ended March 31, 2004, a net loss of $356,437 was reported, compared to a net loss of $135,192 for the same period in fiscal 2003. The rapid increase in steel prices experienced in the first three months of calendar 2004 has been passed on to the Company's customers in the form of price increases on all poles. However, the Company was not able to fully cover the initial increases, thus the decline in quarterly gross margin.

Dennis Depenbusch, CEO of Catalyst Lighting Group, stated, "This quarter was a difficult one as the company worked to set prices commensurate with steel price increases and to rapidly bring the new production facility up to the necessary efficiency level. We are optimistic that these difficulties are behind us, and we are now operating at adequate levels of capacity and backlog."

About Catalyst Lighting Group, Inc.

Catalyst Lighting Group is headquartered in Fort Worth, Texas. Through its sole subsidiary, Whitco Company, LP, Catalyst manufactures and markets light poles for the commercial and industrial markets. The company sells and distributes its products through a network of more than 70 agents stationed throughout the United States. More information about Catalyst Lighting Group, Inc. may be found on the company's Web site: (www.catalystlighting.com).

Safe Harbor

Certain of the above statements contained in this press release contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results, events and circumstances (including future performance, results and trends) could differ materially from those set forth in such statements due to various factors, risks and uncertainties, including but not limited to, risks associated with Catalyst Lighting Group, Inc.'s future growth and operating results, the uncertainty of market acceptance of the company's products, technological change, competitive factors and general economic conditions. Catalyst Lighting Group, Inc. has no duty and undertakes no obligation to update such statements.


           CATALYST LIGHTING GROUP, INC. AND SUBSIDIARY

          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                       FOR THE THREE MONTHS      FOR THE SIX MONTHS
                           ENDED MARCH 31,          ENDED MARCH 31,
                          2004        2003         2004        2003
                      (Unaudited) (Unaudited)  (Unaudited) (Unaudited)

 NET SALES            $3,713,626  $3,292,002   $8,165,536  $6,574,408
 COST OF SALES         2,536,134   2,222,223    5,627,526   4,394,957
                      ----------  ----------   ----------  ----------

 GROSS PROFIT
   ON SALES            1,177,492   1,069,779    2,538,010   2,179,451

 GENERAL, SELLING AND
  ADMINISTRATIVE
  EXPENSES             1,586,380   1,079,188    2,916,043   2,179,564
                      ----------  ----------   ----------  ----------

 LOSS FROM OPERATIONS   (408,888)     (9,409)    (378,033)       (113)

 OTHER EXPENSE:
    Reverse merger
     costs                     -      59,615            -      63,386
    Interest expense      84,678      75,658      182,063     147,177
                      ----------  ----------   ----------  ----------

 LOSS FROM OPERATIONS
  BEFORE PROVISION
  FOR INCOME TAXES      (493,566)   (144,682)    (560,096)   (210,676)

 PROVISION FOR
  INCOME TAXES           180,098           -      203,659           -
                      ----------  ----------   ----------  ----------

 NET LOSS             $ (313,468) $ (144,682)  $ (356,437) $ (210,676)
                      ==========  ==========   ==========  ==========

 PRO FORMA INCOME TAX
  AND NET LOSS:
    Net loss before
     pro forma
     income taxes     $ (313,468) $ (144,682)  $ (356,437) $ (210,676)
    Pro forma income
     tax benefit
     (expense)                 -      52,646            -      75,484
                      ----------  ----------   ----------  ----------

 PRO FORMA NET LOSS   $ (313,468) $  (92,036)  $ (356,437) $ (135,192)
                      ==========  ==========   ==========  ==========

 NET LOSS PER
  COMMON SHARE:
    Basic             $     (.09) $     (.05)  $     (.10) $     (.07)
                      ==========  ==========   ==========  ==========
    Diluted           $     (.09) $     (.05)  $     (.10) $     (.07)
                      ==========  ==========   ==========  ==========

 PRO FORMA NET LOSS
  PER COMMON SHARE:
    Basic             $     (.09) $     (.03)  $     (.10) $     (.05)
                      ==========  ==========   ==========  ==========
    Diluted           $     (.09) $     (.03)  $     (.10) $     (.05)
                      ==========  ==========   ==========  ==========

 WEIGHTED AVERAGE
  NUMBER OF SHARES
  OUTSTANDING:
    Basic             $3,456,860  $2,958,759   $3,423,935  $2,880,744
                      ==========  ==========   ==========  ==========
    Diluted           $3,456,860  $2,958,759   $3,423,935  $2,880,744
                      ==========  ==========   ==========  ==========




             CATALYST LIGHTING GROUP, INC. AND SUBSIDIARY

                 CONDENSED CONSOLIDATED BALANCE SHEETS

                                               MARCH 31,    SEPT. 30,
                                                 2004         2003
                                              ----------   ----------
                                              ----------   ----------
                                              (Unaudited)
                                              ----------   ----------
                                 ASSETS

 CURRENT ASSETS:
    Cash                                      $   60,465   $   96,591
    Restricted Cash
                                                  21,250

    Trade receivables, less allowance for
     doubtful accounts of $57,132
     and $53,892                               2,211,309    3,380,471
    Trade receivable - related party              13,100       92,305
    Inventories, net of reserve
     of $23,685 and $64,698                    1,772,692    1,311,130
    Prepaid expenses and other                        13       49,502
    Deferred tax asset                            47,699       47,699
                                              ----------   ----------
       Total current assets                    4,126,528    4,977,698

 PROPERTY AND EQUIPMENT, net of accumulated
  depreciation of $75,277 and $58,410            140,261      115,198

 OTHER ASSETS:
    Goodwill                                   2,971,362    2,971,362
    Deferred tax asset
                                                 203,658

    Other                                         15,793       15,793
                                              ----------   ----------
       Total other assets                      3,190,813    2,987,155
                                              ----------   ----------

 TOTAL ASSETS                                 $7,457,602   $8,080,051
                                              ==========   ==========

                 LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES:
    Revolving note payable                    $1,685,602   $2,072,522
    Current maturities of long-term debt:
       Related party                             250,000      250,000
       Other                                     276,708      274,134
    Accounts payable                           2,336,299    2,447,756
    Accrued commissions                          508,345      587,383
    Other accrued liabilities                    247,700      219,553
                                              ----------   ----------

       Total current liabilities               5,304,654    5,851,348
                                              ----------   ----------

 LONG-TERM DEBT, less current maturities:

    Related party                                 70,000       70,000
    Other                                      1,076,648    1,083,989
                                              ----------   ----------
       Total long-term debt                    1,146,648    1,153,989

 DEFERRED TAXES                                  108,833      108,833
 COMMITMENTS (Note 5)
 STOCKHOLDERS' EQUITY:
    Preferred stock - $.01 par value;
     authorized 10,000,000 shares,
     none issued
    Common stock - $.01 par value;
     authorized 40,000,000 shares,
     3,529,968 shares issued and outstanding      35,300       33,914
    Additional paid-in capital                 1,741,619    1,454,984
    Accumulated deficit                         (879,453     (523,017)
                                              ----------   ----------
       Total stockholders' equity                897,466      965,881
                                              ----------   ----------

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $7,457,602   $8,080,051
                                              ==========   ==========


            

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