-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, KrUifVnWIg0wIeiLyIcTwm3MAYF5l8MNYL/bC96te/Fo8GjnLhEDIL+PX4pgpux4 Iizyar+0zGK11C5ZoVhs5A== 0000930661-95-000040.txt : 199507120000930661-95-000040.hdr.sgml : 19950711 ACCESSION NUMBER: 0000930661-95-000040 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950120 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950328 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: BUFFTON CORP CENTRAL INDEX KEY: 0000351220 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 751732794 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09822 FILM NUMBER: 95523837 BUSINESS ADDRESS: STREET 1: 226 BAILEY AVE STE 101 CITY: FORT WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: 8173324761 MAIL ADDRESS: STREET 1: 226 BAILEY AVE STE 101 STREET 2: 226 BAILEY AVE STE 101 CITY: FORT WORTH STATE: TX ZIP: 76107 FORMER COMPANY: FORMER CONFORMED NAME: BUFFTON OIL & GAS INC DATE OF NAME CHANGE: 19830405 8-K/A 1 FORM 8-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-KA AMENDMENT NO. 1 TO FORM 8-K FILED FEBRUARY 6, 1995 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) January 20, 1995 ---------------- BUFFTON CORPORATION (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation) 1-9822 75-1732794 (Commission File Number) (I.R.S. Employer Identification No.) 226 Bailey Avenue, Suite 101, Fort Worth, Texas 76107 (Address of principal executive offices including zip code) Registrant's telephone number, including area code (817) 332-4761 BUFFTON CORPORATION INDEX ----- Page No. -------- Item 2. Acquisition of Disposition of Assets............. * Item 5. Other Events..................................... * Item 7. Financial Statements and Exhibits (as amended)... 5 Signature.................................................. 6 * Previously filed by the Company as Item 2 and Item 5 to the report on Form 8-K dated January 20, 1995. 2 BUFFTON CORPORATION Item 7. - Financial Statements and Exhibits (a) Financial Statements Page ----- Pro forma Statement of Operations for the year ended September 30, 1994 * Pro forma Balance Sheet at September 30, 1994 * Pro forma Statement of Operations for the year ended September 30, 1993 F - 1 Pro forma Statement of Operations for the year ended September 30, 1992 F - 2 Notes to Pro forma Financial Statements F - 3 (b) Exhibits 10 Agreement for Sale of Assets from * * Flo Control, Inc. dated as of January 20, 1995, by and among Buffton Corporation, a Delaware corporation, Flo Control, Inc., a Delaware corporation, ("Seller") and F.C. Acquisition, Inc., a California corporation ("Buyer"). 10-1 Agreement for Sale of Florida Realty * * Joint Venture interests from Flo Control, Inc., dated January 20, 1995 by and among Buffton Corporation, a Delaware corporation, Flo Control, Inc., a Delaware corporation, ("Seller") and F.L.C. Property Acquisition, Inc., a California corporation ("Buyer"). 10-2 Agreement for Sale of Secondary Containment * * Assets from Flo Control, Inc., dated January 20, 1995, by and among Buffton Corporation, a Delaware corporation, Flo Control, Inc., a Delaware corporation ("Seller") and Patrick Hopkins and Flo-Safe Systems, Inc. a Wisconsin corporation ("Buyer"). 10-3 Second Amendment to Accounts Financing * * Agreement date January 20, 1995 by and among Congress Financial Corporation, Current Technology, Inc., Electro-Mech, Inc., and Flo Control, Inc. 3 Item 7. - Financial Statements and Exhibits Continued 10-4 Second Amended and Restated Revolving * * Credit Note 99 Press Release dated January 23, 1995 * * announcing the completion by the Company of its disposition of Flo Control's operations. ----------- * Previously filed by the Company as Pages F1 - F3 to the report on Form 8-K dated January 20, 1995. * * Previously filed by the Company as Exhibits 10 - 10-4 and 99 to the report on Form 8-K dated January 20, 1995. 4 BUFFTON CORPORATION SIGNATURE 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 hereunto duly authorized. BUFFTON CORPORATION ------------------- (Registrant) BY: /s/ Robert Korman ----------------- Robert Korman Vice President and Chief Financial Officer Date: March 27, 1995 5 BUFFTON CORPORATION UNAUDITED PRO FORMA STATEMENT OF OPERATIONS FOR THE YEAR ENDED SEPTEMBER 30, 1993 (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (NOTE 1) Historical Historical Adjustments Buffton Flo (Note 2) Pro Forma ---------- ---------- ----------- --------- Net revenues $45,746 $(9,868) $ 20(a) $35,898 Costs and expenses: Cost of goods sold (exclusive of depreciation) 30,646 (5,588) - 25,058 Selling, general & administrative 11,523 (3,073) - 8,450 Depreciation & amortization 2,192 (804) - 1,388 Interest expense 1,066 - (606)(a) 460 ------- ------- ----- ------- Total costs and expenses 45,427 (9,465) (606) 35,356 ------- ------- ----- ------- Income from continuing operations before income taxes 319 (403) 626 542 Income taxes 55 (137) 213(b) 131 ------- ------- ----- ------- Income from continuing operations $ 264 $ (266) $ 413 $ 411 ======= ======= ===== ======= Income from continuing operations per average common share $ 0.06 $ 0.09 ======= ======= Weighted average common shares outstanding 4,570 4,570 ======= ======= The accompanying notes are an integral part of these pro forma financial statements. F-1 BUFFTON CORPORATION UNAUDITED PRO FORMA STATEMENT OF OPERATIONS FOR THE YEAR ENDED SEPTEMBER 30, 1992 (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (NOTE 1) Historical Historical Adjustments Buffton Flo (Note 2) Pro Forma ---------- ---------- ----------- --------- Net revenues $43,087 $(9,693) $ 20 (a) $33,414 Costs and expenses: Cost of goods sold (exclusive of depreciation) 28,992 (5,330) - 23,662 Selling, general & administrative 12,892 (3,271) - 9,621 Depreciation & amortization 1,972 (693) 1,279 Interest expense 1,222 - (368)(a) 854 Loss on certain assets written off and other costs relating to plant closing 393 (379) - 14 ------- ------- ----- ------- Total costs and expenses 45,471 (9,673) (368) 35,430 ------- ------- ----- ------- Income from continuing operationsbefore income taxes (2,384) (20) 388 (2,016) Income taxes (801) (6) 132(b) (675) ------- ------- ----- ------- Income from continuing operations $(1,583) $ (14) $ 256 $(1,341) ======= ======= ===== ======= Income from continuing operations per average common share $ (0.35) $ (0.30) ======= ======= Weighted average common shares outstanding 4,463 4,463 ======= ======= The accompanying notes are an integral part of these pro forma financial statements. F-2 BUFFTON CORPORATION NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS Note 1 - Basis of Presentation - ------------------------------- The Company's historical consolidated statements of operations and Flo Control, Inc.'s (Flo) historical statements of operations for the years ended September 30, 1993 and 1992 serve as the basis for the preparation of the unaudited pro forma statements of operations. The sale of Flo's operations was accounted for as a discontinued operation. The pro forma statement of operations is adjusted to reflect the sale of Flo operations from the beginning of each of the periods. As a result of the sale, the Company recorded a loss from discontinued operation of approximately $3,068,000 which is not included in the pro forma results. Note 2 - Pro Forma Adjustments - ------------------------------ The pro forma adjustments necessary to reflect the unaudited pro forma statements of operations of the Company are discussed below. (a) Adjustment to record the reduction in interest expense as a result of applying the proceeds from the sale as a reduction of long-term debt and to reflect an increase in interest income from a $500,000 note received as a portion of the sales price. (b) Adjustment to provide income taxes on the pro forma impact of reducing interest expense and increasing interest income as if Flo had been sold at the beginning of each of the periods. F-3 BUFFTON CORPORATION EXHIBIT INDEX EXHIBITS PAGE - -------- ---- 10 Agreement for Sale of Assets from Flo Control, Inc.dated * * as of January 20, 1995, by and among Buffton Corporation, a Delaware corporation, Flo Control, Inc., a Delaware corporation, ("Seller") and F.C. Acquisition, Inc., a California corporation ("Buyer"). 10-1 Agreement for Sale of Florida Realty Joint Venture interests * * from Flo Control, Inc., dated January 20, 1995 by and among Buffton Corporation, a Delaware corporation, Flo Control, Inc., a Delaware corporation, ("Seller") and F.L.C. Property Acquisition, Inc., a California corporation ("Buyer"). 10-2 Agreement for Sale of Secondary Containment Assets from * * Flo Control, Inc., dated January 20, 1995, by and among Buffton Corporation, a Delaware corporation, Flo Control, Inc., a Delaware corporation ("Seller") and Patrick Hopkins and Flo-Safe Systems, Inc. a Wisconsin corporation ("Buyer"). 10-3 Second Amendment to Accounts Financing Agreement date * * January 20, 1995 by and among Congress Financial Corporation, Current Technology, Inc., Electro-Mech, Inc., and Flo Control, Inc. 10-4 Second Amended and Restated Revolving Credit Note * * 99 Press Release dated January 23, 1995 announcing the * * completion by the Company of its disposition of Flo Control's operations. - ---------- * * Previously filed by the Company as Exhibits 10 - 10-4 and 99 to the report on Form 8-K dated January 20, 1995. -----END PRIVACY-ENHANCED MESSAGE-----