SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A NO. 2
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 27, 1996
KINARK CORPORATION
(Exact name of registrant
as specified in its charter)
Delaware 1-3920 71-0268502
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
7060 South Yale Avenue, Tulsa, OK 74136
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 494-0964
N/A
(Former name or former address, if changed since last report.)
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Item 7 is hereby amended to read as follows:
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(B) PRO FORMA FINANCIAL INFORMATION.
The following Pro Forma Consolidated Financial Data of Kinark Corporation
(the "Company") consists of a Pro Forma Condensed Consolidated Balance Sheet as
of December 31, 1995 (the "Pro Forma Balance Sheet"), and a Pro Forma Condensed
Consolidated Statement of Operations for the year ended December 31, 1995.
The Pro Forma Balance Sheet reflects the disposition of substantially all
the assets and liabilities of the Company's Kinpak subsidiary, comprising the
Company's chemical packaging business. Substantially all of the assets of
Kinpak were sold on February 27, 1996 for $1,840,000 consisting of $850,000
cash and the assumption of Kinpak's capital lease on its plant facilities which
was financed by a $3,000,000 industrial revenue bond issue. The Company
incurred a $1,264,000 loss on disposal, before applicable income taxes of
$395,000, which includes $460,000 of operating losses incurred during the
disposal period. The Company remains contingently liable on Kinpak's capital
lease, which requires payments aggregating $990,000 through 1999. The Pro
Forma Balance Sheet is presented as if the disposition had been consummated on
December 31, 1995.
The 1995 Pro Forma Statement of Operations reflects the disposition of
Kinpak as if the transaction was consummated on January 1, 1995.
The Pro Forma Consolidated Financial Data should be read in conjunction
with the separate historical financial statements of the Company, the related
notes and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in the Company's annual report on Form 10-K for the year
ended December 31, 1994, and the Company's quarterly reports on Form 10-Q for
the quarters ended March 31, June 30 and September 30, 1995. The Pro Forma
Consolidated Financial Data is based upon currently available information and
upon certain assumptions that the Company believes are reasonable under the
circumstances. The Pro Forma Consolidated Financial Data does not purport to
represent what the Company's financial position or results of operations would
actually have been if the aforementioned transactions in fact had occurred on
such date or at the beginning of the periods indicated or to project the
Company's financial position or results of operations at any future date or for
any future period.
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KINARK CORPORATION
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1995 (Unaudited)
Kinark Kinpak Kinark
Historical Eliminations Adjusted
Historical
(In thousands)
ASSETS
Current assets:
Cash $(23) $(53) $30
Accounts receivable 4,010 341 3,669
Allowance (166) (5) (161)
Receivables, net 3,844 336 3,508
Net assets of discontinued
operations (434) 434
Inventories 3,002 387 2,615
Prepaid assets 569 3 566
Total current assets 7,392 239 7,153
Fixed assets 36,938 6,483 30,455
Less accumulated depreciation (26,357) (4,909) (21,448)
Fixed assets, net 10,581 1,574 9,007
Other assets:
Deferred income taxes 1,710 (360) 2,070
Other assets 145 -- 145
Total other assets 1,855 (360) 2,215
Total $19,828 $1,453 $18,375
(Continued)
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KINARK CORPORATION
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1995 (Unaudited)
Kinark
Kinark Kinpak Adjusted
Historical Eliminations Historical
(In thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Long-term debt - current portion $848 $220 $628
Accounts payable 1,761 168 1,593
Accrued expenses - other 1,730 (327) 2,057
Total current liabilities 4,339 61 4,278
Long-term debt 6,422 752 5,670
Lease obligations 262 -- 262
Total long-term liabilities 6,684 752 5,932
Total liabilities 11,023 813 10,210
SHAREHOLDERS' EQUITY
Common stock 520 -- 520
Additional paid-in capital 10,531 -- 10,531
Treasury Stock (5,976) -- (5,976)
Retained earnings 3,730 640 3,090
Shareholders' equity 8,805 640 8,165
Total $19,828 $1,453 $18,375
See note to pro forma condensed consolidated financial statements. (Concluded)
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KINARK CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
DECEMBER 31, 1995 (Unaudited)
Kinark
Kinark Kinpak Adjusted
Historical Eliminations Historical
(In thousands, except share)
and per share data)
SALES $31,331 $6,085 $25,246
COSTS AND EXPENSES:
Cost of sales 24,295 3,771 20,524
Selling, general and
administrative 6,241 2,475 3,766
Depreciation and amortization 1,713 242 1,471
Operating loss (918) (403) (515)
OTHER (INCOME) EXPENSE:
Interest expense (net) 714 80 634
Other expenses (net) 714 80 634
Loss from continuing operations
before income taxes (1,632) (483) (1,149)
Income taxes (622) (176) (446)
Loss from continuing operations $(1,010) $(307) $(703)
Loss per common share from
continuing operations $(0.35) $(0.19)
Weighted average shares
outstanding 3,747,134 3,747,134
See note to pro forma condensed consolidated financial statements.
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KINARK CORPORATION
NOTE TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
During August, 1995, Company management finalized a formal plan to discontinue
the operations of its subsidiary, Kinpak, Inc. Substantially all of the assets
of Kinpak were sold on February 27, 1996 for $1,840,000 consisting of $850,000
cash and the assumption of Kinpak's capital lease on its plant facilities which
was financed by a $3,000,000 industrial revenue bond issue. The Company
incurred a $1,264,000 loss on disposal, before applicable income taxes of
$395,000, which includes $460,000 of operating losses incurred during the
disposal period.
The Company remains contingently liable on Kinpak's capital lease, which
requires payments aggregating $990,000 through 1999.
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(C) EXHIBITS.
2.1. Asset Purchase Agreement dated as of February 8,
1996, by and among Kinbright, Inc., an Alabama
corporation, Ocean Bio-Chem, Inc., a Florida
corporation, Kinpak, Inc., a Georgia corporation,
and Kinark Corporation, a Delaware corporation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment to be signed on its behalf by the
undersigned hereunto duly authorized.
KINARK CORPORATION
By: /s/ Ronald J. Evans
Ronald J. Evans
President
Dated: April 5, 1996
