-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IGC4aTqW8G+/BLdIlLXhLhdnrLDfmuImlGrgaJvRgxrgvP5sRxLC/5cSkt1nhmRW OflsFdd060z15DYOOA4m9A== 0000942708-96-000004.txt : 19960322 0000942708-96-000004.hdr.sgml : 19960322 ACCESSION NUMBER: 0000942708-96-000004 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960227 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960321 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: KINARK CORP CENTRAL INDEX KEY: 0000055805 STANDARD INDUSTRIAL CLASSIFICATION: COATING, ENGRAVING & ALLIED SERVICES [3470] IRS NUMBER: 710268502 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-03920 FILM NUMBER: 96537009 BUSINESS ADDRESS: STREET 1: 7060 S YALE CITY: TULSA STATE: OK ZIP: 74136 BUSINESS PHONE: 9184940964 MAIL ADDRESS: STREET 1: 7060 SOUTH YALE STREET 2: STE 603 CITY: TULSA STATE: OK ZIP: 741365723 FORMER COMPANY: FORMER CONFORMED NAME: KIN ARK OIL CO DATE OF NAME CHANGE: 19690601 FORMER COMPANY: FORMER CONFORMED NAME: KIN ARK OIL & GAS CO DATE OF NAME CHANGE: 19680906 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A 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.) 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 realized a $110,000 gain on disposal, before applicable income taxes, which was net of $227,000 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. KINARK CORPORATION PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET DECEMBER 31, 1995 (Unaudited) Kinark Kinark Kinark Adjusted Historical Eliminations 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 (1,434) 1,434 Inventories 3,002 387 2,615 Prepaid assets 569 3 566 Total current assets 7,392 (761) 8,153 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 1,710 Other assets 145 145 Total other assets 1,855 1,855 Total $19,828 $813 $19,015 (Continued) KINARK CORPORATION PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET DECEMBER 31, 1995 (Unaudited) Kinark Kinark Kinark Adjusted Historical Eliminations Historical (In thousands) LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Long-term debt - current portion $817 $220 $597 Accounts payable 1,761 168 1,593 Accrued expenses - other 1,730 (327) 2,057 Total current liabilities 4,308 61 4,247 Long-term debt 6,453 752 5,701 Lease obligations 262 -- 262 Total long-term liabilities 6,715 752 5,963 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 -- 3,730 Shareholders' equity 8,805 -- 8,805 Total $19,828 $813 $19,015 See note to pro forma condensed consolidated financial statements. (Concluded) KINARK CORPORATION PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS DECEMBER 31, 1995 (Unaudited) Kinark Kinark Kinark 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 24,318 3,771 20,547 Selling, general and administrative 6,059 2,443 3,616 Depreciation and amortization 1,713 242 1,471 Operating loss (759) (371) (388) OTHER (INCOME) EXPENSE: Interest expense (net) 714 80 634 Other (income) expense 270 142 128 Other expenses (net) 984 222 762 Loss from continuing operations before income taxes (1,743) (593) (1,150) Income taxes (504) (57) (447) Loss from continuing operations $(1,239) $(536) $(703) Loss per common share from continuing operations $(0.33) $(0.19) Weighted average shares outstanding 3,748,230 3,748,230 See note to pro forma condensed consolidated financial statements. 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 realized a $110,000 gain on disposal, before applicable income taxes, which was net of $227,000 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. (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. 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: March 21, 1996 -----END PRIVACY-ENHANCED MESSAGE-----