SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED SEPTEMBER 30, 1996
COMMISSION FILE NO. 1-3920
KINARK CORPORATION
(Exact name of the registrant as specified in its charter)
DELAWARE 71-0268502
(State of Incorporation) (I.R.S. Employer Identification
No.)
7060 SOUTH YALE
TULSA, OKLAHOMA 74136
(Address of principal executive offices)
Registrant's telephone number: (918) 494-0964
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 and 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of September 30, 1996.
Common Stock $ .10 Par Value . . . . . 6,066,536
<PAGE>
KINARK CORPORATION AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT ON FORM 10-Q
PART I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
Independent Accountants' Review Report 2
Condensed Consolidated Balance Sheets as of September 30, 1996
(unaudited), and December 31, 1995 3
Condensed Consolidated Statements of Earnings for the three and nine
months ended September 30, 1996 and 1995 (unaudited) 4
Condensed Consolidated Statements of Cash Flows for the nine months
ended September 30, 1996 and 1995 (unaudited) 5
Notes to Condensed Consolidated Financial Statements for the three
and nine months ended September 30, 1996 and 1995 (unaudited) 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 11
PART II. OTHER INFORMATION 15
SIGNATURES 16
<PAGE>
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
To the Board of Directors and Shareholders of
Kinark Corporation:
We have reviewed the accompanying condensed consolidated balance sheet of
Kinark Corporation and subsidiaries as of September 30, 1996, and the related
condensed consolidated statements of operations and cash flows for the nine-
month and three-month periods ended September 30, 1996 and 1995. These
financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and of making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to such condensed consolidated financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Kinark Corporation and
subsidiaries as of December 31, 1995, and the related consolidated statements
of operations, shareholders' equity, and cash flows for the year then ended
(not presented herein); and in our report dated February 27, 1996 (except as to
the second paragraph of the Long-Term Debt Footnote, for which the date is
April 1, 1996) which includes explanatory paragraphs discussing the Company's
change in accounting for income taxes and the acquisition of Rogers Galvanizing
Company, we expressed an unqualified opinion on those consolidated financial
statements. In our opinion, the information set forth in the accompanying
condensed consolidated balance sheet as of December 31, 1995 is fairly stated,
in all material respects, in relation to the consolidated balance sheet from
which it has been derived.
The Company adopted Statement of Financial Accounting Standards Nos. 121 and
123 effective January 1, 1996.
/s/ Deloitte & Touche, LLP
Tulsa, Oklahoma
November 12, 1996<PAGE>
KINARK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
Unaudited
Sept. 30 Dec 31
(Dollars in Thousands) 1996 1995
ASSETS
Current Assets
Cash $ 688 $ 30
Accounts receivable, net 6,398 3,508
Net assets of discontinued operations --- 434
Inventories 4,047 2,615
Prepaid expenses 532 566
Total Current Assets 11,665 7,153
Deferred Income Taxes 2,132 2,070
Other Assets 189 145
Excess of Cost Over Fair Value of Net Assets,
Acquired, Net 3,166 ---
Property, Plant and Equipment, at Cost 32,279 30,455
Less: Allowance for depreciation 17,989 21,448
Total Property, Plant and Equipment, Net 14,290 9,007
TOTAL ASSETS $31,442 $18,375
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Trade accounts payable $ 2,716 $ 1,593
Other accrued liabilities 3,704 2,057
Current portion of long-term obligations 3,388 628
Total Current Liabilities 9,808 4,278
Minority Interest 1,402 ---
Long-Term Obligations 5,356 5,932
Shareholders' Equity
Common stock 748 520
Additional paid-in capital 15,863 10,531
Retained earnings 4,077 3,090
Less: Treasury stock at cost (5,812) (5,976)
Total Shareholders' Equity 14,876 8,165
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $31,442 $18,375
See notes to condensed consolidated financial statements.<PAGE>
KINARK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
(Dollars in Thousands Except per Share Amounts)19961995 1996 1995
<S> <C> <C> <C> <C>
Sales $ 12,375 $ 6,201 $ 36,129$ 18,971
Costs and Expenses
Cost of Sales 9,511 4,902 27,737 15,352
Selling, General & Administrative 1,512 748 4,055 2,777
Depreciation and Amortization 630 356 1,808 1,142
Total Costs and Expenses 11,653 6,006 33,600 19,271
Operating Earnings (Loss) 722 195 2,529 (300)
Other Expense
Interest Expense, net 216 157 644 467
Earnings (Loss) from Continuing Operations
before Income Taxes and Minority Interest 506 38 1,885 (767)
Income Tax Expense (Benefit) 204 13 698 (280)
Earnings (Loss) from Continuing Operations
before Minority Interest 302 25 1,187 (487)
Minority Interest in Subsidiary 28 --- (200) ---
Earnings (Loss) from Continuing Operations 330 25 987 (487)
Loss from Discontinued Operation, net of Income Taxes --- (1,036) --- (1,268)
Net Earnings (Loss) $ 330 $ (1,011)$ 987$ (1,755)
Net Earnings (Loss) per Common Share
Continuing Operations 0.05 0.01 0.16 (0.12)
Discontinued Operations --- (0.28) --- (0.35)
Net Earnings (Loss) per Common Share $ 0.05 $ (0.27)$ 0.16$ (0.47)
Average shares outstanding 6,116,275 3,747,747 5,847,260 3,748,473
</TABLE>
See notes to condensed consolidated financial statements.<PAGE>
KINARK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
Nine Months Ended
Sept. 30
(Dollars in Thousands) 1996 1995
Cash Flows From Operating Activities
Net Earnings (Loss) $ 987 $ (1,755)
Adjustments to reconcile net earnings (loss) to
net cash provided by operating activities:
Loss from discontinued operations --- 1,268
Depreciation and amortization 1,808 1,142
Deferred Income Taxes 24 (186)
Minority interest income 200 ---
Change in assets and liabilities:
Accounts receivable (404) (217)
Inventories and other 68 102
Accounts payable and other current
liabilities 630 168
Net Cash Provided by Continuing Operations 3,313 522
Net Cash Used for Discontinued Operations (354) (384)
Net Cash Provided by Operating Activities 2,959 138
Cash Flows From Investing Activities
Investment in Rogers Galvanizing (5,662) ---
Proceeds from sale of Kinpak, Inc. 807 ---
Capital expenditures
(2,206) (601)
Net Cash Used for Investing Activities (7,061) (601)
Cash Flows From Financing Activities
Proceeds from sales of common stock 5,725 ---
Proceeds from long-term obligations
9,621 11,231
Payments on long-term obligations (10,586) (10,672)
Net Cash Provided by Financing Activities 4,760 559
Increase In Cash 658 96
Cash at Beginning of Period 30 32
Cash at End of Period $ 688 $ 128
See notes to condensed consolidated financial statements.<PAGE>
KINARK CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
UNAUDITED
NOTE 1. BASIS OF PRESENTATION
The condensed consolidated financial statements included in this report
have been prepared by Kinark Corporation (the "Company") pursuant to the rules
and regulations of the Securities and Exchange Commission for interim reporting
and include all normal and recurring adjustments which are, in the opinion of
management, necessary for a fair presentation. These financial statements have
not been audited by an independent accountant. The condensed consolidated
financial statements include the accounts of the Company and its subsidiaries.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations for interim reporting. The Company believes that the disclosures
are adequate to make the information presented not misleading. However, these
financial statements should be read in conjunction with the financial
statements and notes thereto included in the Company's Annual Report on Form
10-K, as amended, for the year ended December 31, 1995. The financial data for
the interim periods presented may not necessarily reflect the results to be
anticipated for the complete year.
NOTE 2. EARNINGS PER COMMON SHARE
Net earnings (loss) per common share for the periods presented has been
computed based upon the weighted average number of shares outstanding of
6,116,275 and 3,747,747 for the three months ended September 30, 1996 and 1995,
respectively, and 5,847,260 and 3,748,473 for the nine months ended September
30, 1996 and 1995, respectively, including the effect of stock options, when
applicable, using the treasury stock method.
NOTE 3. INVENTORIES
Inventories consist primarily of zinc, the principal raw material used in
hot dip galvanizing.
NOTE 4. STOCK OPTIONS
At the Annual Meeting of Stockholders on June 5, 1996, stockholders
approved the Company's 1996 Stock Option Plan (the "Plan"). Under the terms of
the Plan, the Company has reserved 800,000 shares of Common Stock from which
future grants of stock options may be made to employees, directors, consultants
and advisors to the Company. Future option grants may consist of incentive
stock options (ISO), nonqualified stock options and non-employee director
options. The exercise price under each option granted will be established by
the Compensation Committee of the Company's Board of Directors, but in no event
will the exercise price of an ISO or non-employee director option be less than
100% of the fair market value of the Company's Common Stock on the date of the
grant. Commencing on July 1, 1996 and continuing on the first day of each July
thereafter for a period of ten years through July 1, 2005, each non-employee
director who is a member of the Board on July 1 shall be granted an option for
5,000 shares of Common Stock.
On July 1, 1996, pursuant to the Plan, the Compensation Committee made
automatic grants of stock options aggregating 20,000 shares to each of the
following non-employee directors of the Company to acquire 5,000 shares each of
its Common Stock at exercise prices representing 100% of the fair market value
of the Common Stock on the date of the grants:
Options Granted July 1, 1996 at an Exercise Price of $3.375 Per Share
Richard C. Butler, Director 5,000 shares
Joseph J. Morrow, Director 5,000 shares
John H. Sununu, Director 5,000 shares
Mark E. Walker, Director 5,000 shares
On July 18, 1996, pursuant to the Plan, the Compensation Committee granted
stock options aggregating 117,000 shares to the following officers of the
Company to acquire shares of its Common Stock at exercise prices representing
100% of the fair market value of the Common Stock on the date of the grants:
Options Granted July 18, 1996 at an Exercise Price of $3.50 Per Share
Michael T. Crimmins, Chairman of the
Board and Chief Executive Officer 100,000 shares
Ronald J. Evans, President 17,000 shares
NOTE 5. ACQUISITION OF ROGERS GALVANIZING COMPANY
On February 5, 1996, the Company acquired 51.2% of the outstanding common
stock of Rogers Galvanizing Company ("Rogers") from The C. L. Simpson Inter
Vivos Revocable Trust and The Alta Rogers Simpson Inter Vivos Revocable Trust
(the "Trusts"). During February and March 1996, the Company acquired an
additional 16.0% and 1.7%, respectively, of the minority common stock of Rogers
at the same price per share paid for the common stock of the Trusts, bringing
its ownership to 68.9% at March 31, 1996. The total purchase price for these
acquisitions of the common stock of Rogers was approximately $5.7 million in
cash. The Company acquired the Rogers stock using the proceeds from a private
placement of 2,329,038 shares of its Common Stock in January and March 1996.
On November 5, 1996, the Company acquired an additional 4.2% of the
minority stock of Rogers at the same price per share paid for the common stock
of the Trusts, bringing its ownership to 73.1%. The Company acquired this
stock with cash and a short-term note payable. Terms of the note require that
it be paid in full in November 1996 with proceeds from the Company's rights
offering which closed on November 8, 1996. Rogers' galvanizing plants are
located in Tulsa, Oklahoma and Kansas City, Missouri.
The Company plans to acquire the remaining shares of Rogers common stock
by effecting a merger under Section 251 of the Delaware General Corporation Law
whereby Rogers will be merged with and into Boyles Galvanizing Company, a
wholly owned subsidiary of the Company. Consummation of the merger is subject
to the receipt of a fairness opinion by the Board of Directors of Rogers that
the terms and conditions of the merger are fair to the minority stockholders of
Rogers, from a financial point of view.
The acquisition has been accounted for using the purchase method of
accounting, and, accordingly, the purchase price has been allocated to the
assets purchased and the liabilities assumed based upon the estimated fair
values at the dates of acquisition including an adjustment to eliminate the
LIFO valuation reserve on Rogers' zinc inventory. The excess of the purchase
price over the fair values of the net assets acquired was approximately $3
million and has been recorded as good will, which is being amortized on a
straight-line basis over 25 years. It is the Company's policy to account for
costs in excess of fair value of assets purchased and other intangible assets
at the lower of amortized cost or estimated fair value. On a periodic basis,
management reviews the valuation and amortization of such assets. As part of
its ongoing review, management estimates the fair value of the Company's
intangible assets, taking into consideration any events and circumstances which
might have diminished fair value. No valuation allowances have been recorded
as a result of these analyses. Management has not completed its determination
of the fair value of Rogers' assets and liabilities, but does not believe that
the historical amounts of such items differ materially from fair value. The
net purchase price was preliminarily allocated as follows:
(Dollars in Thousands)
Estimated fair value of assets, not including cash $9,374
Goodwill 3,246
Liabilities (6,852)
Purchase price, net of cash received $5,768
The operating results of Rogers have been included in the consolidated
statement of operations using a convenience date of February 1, 1996 for
financial reporting purposes.
On May 31, 1996, the Company filed with the Securities and Exchange
Commission (the "SEC") a registration statement for a rights offering to its
stockholders to raise additional financing to acquire the remaining shares of
Rogers stock. The registration statement related to the rights offering was
declared effective by the SEC on October 4, 1996. Pursuant to a Prospectus
dated October 4, 1996, filed with the SEC as part of the Company's registration
statement, stockholders of record on September 27, 1996, received one non-
transferrable right for each share of Common Stock held on the record date,
with each right entitling the holder to purchase one share of the Company's
Common Stock. The Company's rights offering closed on November 8, 1996.
Through November 12, 1996, proceeds to the Company from its rights offering
totaled approximately $2,025,000, before deducting the expenses of the rights
offering.
The following unaudited pro forma results of operations assume the
acquisition of 68.9% of Rogers' common stock as of January 1, 1995. The
weighted average common shares used to compute pro-forma net earnings (loss)
per share include the approximately 2.28 million shares issued in the private
placement.
Nine Months Ended
September 30
(Dollars in Thousands) 1996 1995
Sales $37,732 $32,490
Earnings from continuing operations
before minority interest 1,082 226
Less: Minority interest 168 222
Earnings from continuing operations 914 4
Loss from discontinued operation,
net of income taxes --- (1,268)
Net Earnings (Loss) $ 914 $(1,264)
Net Earnings (Loss) Per Common Share $ .16 $ (.21)
The pro forma results include an adjustment to reflect the amortization of
the excess of cost over fair value of net assets acquired in the Rogers
acquisition using a straight-line method over 25 years. The pro forma
financial information is not necessarily indicative of the operating results
that would have occurred had the Rogers acquisition been consummated as of
January 1, 1995, nor are they necessarily indicative of future operating
results.
NOTE 6. DEBT OBLIGATIONS
The Company operates under various bank credit agreements which provide
$7,250,000 maximum revolving lines of credit. At September 30, 1996, total
borrowings under the revolving lines of credit were $3,889,000, of which
$1,551,000 was attributable to Rogers. The balance of $2,338,000 borrowed
under a separate revolving line of credit is required by its term to be
classified as a current liability. However, current and future borrowings
under this separate revolving line of credit do not become due until April 30,
1997, and it is the Company's intention to renew the revolving line of credit
agreement at that time. There can be no assurance that the Company will be
able to renew the revolving line of credit at that time. Substantially all of
the Company's accounts receivable, as well as the inventories and assets of
Boyles Galvanizing Company are pledged as collateral under the Company's bank
credit agreement. The Company's bank credit agreement places certain
restrictions on capital expenditures, amount of debt, and pledging of assets
and requires the Company to maintain a specified minimum net worth. The
Company was in compliance with all such provisions of the credit agreement at
September 30, 1996. During July 1996, Rogers renewed two revolving lines of
credit for $3,000,000 through October 31, 1997, with terms and conditions
unchanged.
Rogers' debt also includes three term loans expiring at various dates in
October 1996, July 1997 and October 2000. During October of this year, the
term loan scheduled to expire in October 1996 was paid in full and retired.
One of these loans bears interest at 7.2% and the remaining loan bears interest
at 1/2% over prime. In the aggregate, the amount outstanding on these term
loans was $674,000 at September 30, 1996. Payments on the term loans are based
on separate amortization schedules with equal monthly payments of principal and
interest. Substantially all of the accounts receivables, inventories and fixed
assets of Rogers and its subsidiaries are pledged as collateral under the bank
credit agreement for the revolving lines of credit and term loans. The
agreement places certain restrictions on payment of dividends and the amount of
debt and lease obligations. Additionally, the bank credit agreement requires
Rogers to maintain a specified minimum net worth. Rogers was in compliance
with all such provisions of the bank credit agreement at September 30, 1996.
Other long-term obligations of Rogers include notes payable to unrelated
companies for the purchase of equipment, which equipment serves as collateral
for such notes. In the aggregate, the amount outstanding on the notes was
$493,000 at September 30, 1996. The notes bear interest at rates ranging from
3.5% to 9.5% and have maturities ranging from 1997 through 2000.<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
FORWARD LOOKING STATEMENTS OR INFORMATION
Certain statements contained in this Management Discussion and Analysis
are not based on historical facts, but are forward-looking statements that are
based upon numerous assumptions about future conditions that may ultimately
prove to be inaccurate. Actual events and results may materially differ from
anticipated results described in such statements. The Company's ability to
achieve such results is subject to certain risks and uncertainties. Such risks
and uncertainties include, but are not limited to, product prices, continued
availability of capital and financing, and other factors affecting the
Company's business that may be beyond its control.
RESULTS OF OPERATIONS
REVENUES
Quarter Ended September 30 1996 1995
$(000) % of Sales $(000) % of Sales
Galvanizing $10,058 81.3% $4,210 67.9%
Chemical Storage 2,317 18.7% 1,991 32.1%
Total $12,375 100.0% $6,201 100.0%
Consolidated sales for the third quarter of 1996 increased $6,174,000 or
99.6% in comparison to the third quarter of 1995. All of the Company's
businesses reported an increase in sales and operating profits for the third
quarter of 1996.
Sales at Lake River Corporation ("Lake River"), the Company's chemical
storage and distribution subsidiary, increased $326,000, or 16.4%, compared to
the third quarter of 1995. This improvement over the comparable quarter in
1995 reflects the year long continuation of higher demand for Lake River's
storage and distribution services; throughput of bulk liquid chemicals
increased to 18.4%, drum filling of specialty chemicals increased 9.3% and
warehouse revenues increased 50% on expanded storage capacity. In the fourth
quarter of 1995, Lake River increased its warehouse space in the greater
Chicago area approximately 20% to a total of 600,000 square feet in response to
the demand for warehousing services.
Galvanizing sales increased $5,848,000, or 139%, in the third quarter on
the combined results of Boyles Galvanizing ("Boyles"), a subsidiary of the
Company, and Rogers Galvanizing Company ("Rogers"), a 69% owned subsidiary that
was acquired in February 1996. Boyles' same-plant third quarter sales
increased 15.1% compared to the third quarter of 1995 due to higher production
volume and improved pricing. For the third quarter of 1996, Boyles' production
was up 11.1% from 1995 and average selling prices were up 5.9% from 1995. In
the third quarter of 1996, Rogers generated 52% of the Company's total
galvanizing sales. <PAGE>
Nine Months Ended September 30 1996 1995
$(000) % of Sales $(000) % of Sales
Galvanizing $29,323 81.2% $12,829 67.6%
Chemical Storage 6,806 18.8% 6,142 32.4%
Total $36,129 100.0% $18,971 100.0%
Through the first three quarters of the year, consolidated sales increased
$17,158,000, or 90.4%, from 1995, due to sales increases at Lake River and
Boyles and the addition of Rogers in February 1996. Sales were up 10.8% at
Lake River due to an increase in the number of storage tanks leased to
customers and higher demand for this unit's warehousing and chemical drumming
services. Galvanizing sales more than doubled from 1995, benefiting from the
addition of Rogers and continuing improvement at Boyles. Boyles' sales
increased 10.1% over the first nine months of 1995 as a result of higher volume
and improved average selling prices.
COSTS AND EXPENSES
Quarter Ended September 30 1996 1995
$(000) % of Sales $(000) % of Sales
Cost of Sales $ 9,511 76.9% $4,902 79.0%
Selling, general &
administrative 1,512 12.2% 748 12.1%
Depreciation and
amortization 630 5.1% 356 5.8%
Total $11,653 94.2% $6,006 96.9%
Cost of sales, as a percentage of sales, decreased 2.1% during the third
quarter of 1996 in comparison to 1995. The improvement in the Company's total
cost to sales ratio, as compared to 1995, was due primarily to the growth in
production volume and services at both the chemicals and galvanizing
operations.
The increase in selling, general and administrative expenses ("SG&A") for
the third quarter of 1996, compared to the third quarter of 1995, reflects the
addition of Rogers.
Nine Months Ended September 30 1996 1995
$(000) % of Sales $(000) % of Sales
Cost of sales $27,737 76.8% $15,352 80.9%
Selling, general &
administrative 4,055 11.2% 2,777 14.7%
Depreciation and
amortization 1,808 5.0% 1,142 6.0%
Total $33,600 93.0% $19,271 101.6%
Cost of sales, as a percentage of sales, decreased 4.1% for the first nine
months of 1966 in comparison to 1995. This cost improvement was attributable
primarily to galvanizing operations where increased sales, including the
addition of Rogers, coupled with lower production costs resulted in a 210%
increase in gross profit. Boyles' cost of sales percentage decreased 5.3% due
to increased average selling prices and lower per ton production costs.
Boyles' gross profit in the first nine months of 1996, measured in dollars per
ton, increased 40% from the comparable period for 1995. Lake River's cost of
sales percentage decreased 1.0% in the first nine months of 1996 because
significant fixed costs associated with the operation of this terminal facility
were spread over increased sales, as discussed in the Revenues section above.
SG&A expenses for the nine months ended September 30, 1996, increased
$1,278,000 over the comparable period in 1995 due to the addition of Rogers.
This increase was partially offset by reduced SG&A expenses at Boyles and the
Company's corporate office. As a percentage of sales, SG&A expense declined
from 14.7% in 1995 to 11.2% in 1996.
OTHER EXPENSE
As a percentage of sales, interest expense in the third quarter of 1996
was 1.7% in comparison to 2.5% in 1995. For the nine months ending September
30, the comparable numbers were 1.8% in 1996 and 2.5% in 1995. Net interest
expense for the third quarter of 1996 was up $59,000 compared to the third
quarter of 1995, reflecting the addition of Rogers' existing debt structure.
Due to the increase in sales and working capital of the Company's continuing
businesses and the increase in business attributable to the acquisition of
Rogers, the Company expects interest expense to remain above 1995 levels.
INCOME TAXES
The Company recorded income tax expense of $204,000 for the third quarter
of 1996, compared to $13,000 in 1995. For the nine-month period, income tax
expense was $644,000 in the current year compared to a tax benefit of $280,000
in 1995. The increase in taxes resulted from the Company's increased earnings
from continuing operations in the first nine months of 1996. Income tax
expense (benefit) includes current and deferred federal income tax recorded at
current rates and state income tax provisions for various Company operations.
EARNINGS
The Company recorded net earnings of $330,000, or $.05 per share, for the
third quarter of 1996 compared to a net loss of $1,011,000, or $.27 per share,
for the third quarter of 1995. For the first nine months of 1996, net earnings
were $987,000, or $.16 per share, compared to a net loss of $1,755,000, or $.47
per share, for the comparable period in 1995. The improved earnings for 1996
reflect the inclusion of Rogers' earnings effective February 1, 1996 and are
due to increased sales, higher gross margins, and the elimination of
discontinued operation losses. Net results for 1995 included losses from a
discontinued operation of $1,036,000 or $.28 per share, in the third quarter
and $1,268,000, or $.35 per share in the first nine months, attributable to
Kinpak, Inc., a subsidiary of the Company which was sold during the first
quarter of 1996.
LIQUIDITY AND CAPITAL RESOURCES
Cash totaled $688,000 at September 30, 1996, as compared to $30,000 at
year-end 1995. The Company's continuing operations provided net cash of
$3,313,000 in the first nine months of 1996, compared to $522,000 in 1995. The
net improvement in cash flow from continuing operations was due primarily to
higher earnings which was sufficient to fund capital expenditures and an
increase in working capital associated with higher sales during the first nine
months. The Company's discontinued operation had a net use of cash $354,000 in
the first nine months of 1996, compared to a net use of cash of $384,000 in
1995. Cash used by the discontinued operation in 1996 reflected expenses
associated with the sale of the Kinpak, Inc. subsidiary in February 1996. The
combined continuing and discontinued operations resulted in a net cash flow of
$2,959,000 from operating activities in the first nine months of 1996, compared
to a net cash flow of $138,000 from operating activities in 1995.
The Company required net cash of $7,061,000 for investing activities
during the first nine months of 1996. The acquisition of approximately 69% of
the common stock of Rogers required cash of $5,662,000; the sale of the
chemical packaging subsidiary provided net cash proceeds of $807,000 and
capital expenditures required $2,206,000. Investing activities for the
comparable period of 1995 required net cash of $601,000 used for capital
expenditures. As cash flow from operations improves, the Company expects to
continue to increase expenditures to support the growing galvanizing and
chemical storage operations.
During the first nine months of 1996, cash flows provided from financing
activities totaled $4,760,000. The net proceeds from the private placement of
approximately 2.32 million shares of the Common Stock of Kinark Corporation
totaled $5,725,000. Payments of $10,586,000 on long-term obligations exceeded
proceeds from long-term obligations by $965,000. Outstanding borrowings on the
Company's $7,250,000 revolving lines of credit, of which $1,000,000 is reserved
in compliance with workers' compensation funding requirements, totaled
$3,889,000 at September 30, 1996. During July 1996, Rogers renewed two
revolving lines of credit for $3,000,000 with terms and conditions unchanged.
The two revolving lines of credit, which were scheduled to expire July 31,
1996, have been renewed through October 31, 1997.
At September 30, 1996, total borrowings under the revolving lines of
credit were $3,889,000, of which $1,551,000 was attributable to Rogers. As a
result of renewing the Rogers revolving lines of credit through October 1997,
the Company has classified Rogers' revolving debt of $1,551,000 as a long-term,
obligation at September 30, 1996. The balance of $2,338,000 borrowed under a
separate revolving line of credit is required by its term to be classified as a
current liability. However, current and future borrowings under this separate
revolving line of credit do not become due until April 30, 1997, and it is the
Company's intention to renew the line at that time. There can be no assurance
that the Company will be able to renew the revolving line of credit at that
time.
<PAGE>
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable.
ITEM 2. CHANGES IN SECURITIES
No applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K
On October 31, 1996, the Company filed a Form 8-K Current Report dated
October 28, 1996, stating under Item 5 that: (i) the Company had reached an
agreement to purchase 49 shares of the common stock of Rogers Galvanizing (RGC)
from one of the three remaining minority stockholders of RGC; and (ii) in
regard to the Registrant's offering of up to 6,066,536 shares of its common
stock to its stockholders of record on September 27, 1996, it had delivered a
letter to the Information Agent and the Subscription Agent in the rights
offering to clarify certain terms and conditions of the offering.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized:
KINARK CORPORATION
Registrant
/s/ Paul R. Chastain
Paul R. Chastain
Vice President and
Chief Financial Officer
(Principal Financial Officer)
Date: November 14, 1996<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
ISSUER'S INTERIM FINANCIAL STATEMENTS DATED SEPTEMBER 30, 1996, SET FORTH IN
THE ACCOMPANYING FORM 10Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<EXCHANGE-RATE> 1.0
<CASH> 688
<SECURITIES> 0
<RECEIVABLES> 6,653
<ALLOWANCES> 255
<INVENTORY> 4,047
<CURRENT-ASSETS> 11,665
<PP&E> 32,279
<DEPRECIATION> 17,989
<TOTAL-ASSETS> 31,442
<CURRENT-LIABILITIES> 9,808
<BONDS> 5,356
<COMMON> 748
0
0
<OTHER-SE> 14,876
<TOTAL-LIABILITY-AND-EQUITY> 31,442
<SALES> 36,129
<TOTAL-REVENUES> 36,129
<CGS> 27,737
<TOTAL-COSTS> 33,600
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 644
<INCOME-PRETAX> 1,885
<INCOME-TAX> 698
<INCOME-CONTINUING> 987
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 987
<EPS-PRIMARY> .16
<EPS-DILUTED> .16
</TABLE>
