-----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, NBxFsByahxa5ok8kzhCJqftD62J9tsEcn6gMzR5hlxRUkk10upqIREvLBdhv8wwH Dk9XpbrD11f5t0E7B+7Idg== 0000061004-96-000041.txt : 19960606 0000061004-96-000041.hdr.sgml : 19960606 ACCESSION NUMBER: 0000061004-96-000041 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951004 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960605 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: LYNCH CORP CENTRAL INDEX KEY: 0000061004 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 381799862 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-00106 FILM NUMBER: 96576777 BUSINESS ADDRESS: STREET 1: 8 SOUND SHORE DR STE 290 CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036293333 MAIL ADDRESS: STREET 1: 8 SOUND SHORE DRIVE STREET 2: SUITE 290 CITY: GREENWICH STATE: CT ZIP: 06830 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A(8) Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 4, 1995 LYNCH CORPORATION Indiana 1-106 38-1799862 (State or other jurisdiction (Commission (IRS Employer of Corporation) file Number) Identification No.) 8 Sound Shore Drive, Suite 290, Greenwich, Connecticut 06830 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (203) 629-3333 (Former name or former address, if changed since last report) Item 7. Financial Statements and Exhibits This amends Form 8-K/A(7) filed by the Registrant on May 14, 1996, and filed by the Registrant with respect to an event occurring on October 4, 1995. The following pro forma financial information are contained herein: (b) PRO FORMA UNAUDITED FINANCIAL INFORMATION 1. Pro Forma Combined Condensed Statements of Income for the Nine Months ended September 30, 1995 and the Year Ended December 31, 1995 2. Notes to Pro Forma Combined Condensed Statements of Income - Spinnaker Industries, Inc. - Lynch 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. Lynch Corporation S/ROBERT E. DOLAN ROBERT E. DOLAN Date: June 4, 1996 LYNCH CORPORATION AND SUBSIDIARIES PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
Lynch Corporation Spinnaker Lynch & Subs CPC Adjustments Adjustments Pro Forma -------- --------- --------- --------- --------- SALES AND REVENUES: Multimedia $ 17,503 $ 17,503 Services 91,608 91,608 Manufacturing 119,097 91,269 210,366 -------- -------- -------- -------- -------- 228,208 91,269 0 0 319,477 -------- -------- -------- -------- -------- Costs and Expenses: Multimedia 13,066 13,066 Services 82,598 82,598 Manufacturing 93,687 75,071 (1,099)(A) 167,659 Selling and Administrative 25,782 11,731 (586)(B) 500(a) 36,927 -------- -------- -------- -------- -------- 215,133 86,820 (1,685) 0 300,250 -------- -------- -------- -------- -------- Operating profit 13,075 4,467 1,685 0 19,227 Other income Investment income 2,197 2,197 Interest income (6,726) (6,612) 500 (12,638) Share of operations of Affiliated Companies (60) (60) Gain on sales of subsidiary and Affiliate stock 59 59 -------- -------- -------- -------- -------- INCOME BEFORE INCOME TAXES AND MINORITY INTERESTS 8,545 4,467 (4,927) 500 8,585 Provision for income taxes (3,383) (1,768) 1,721 (10) (170)(b) (3,600) Minority interest s (1,588) 85(c) (1,503) -------- -------- -------- -------- -------- NET INCOME 3,674 2,699 (3,206) 415 3,482 ======== ======== ======== ======== ======== Weighted average shares and share equivalents 1,409,000 1,409,000 Earnings per share $ 2.54 $ 2.47 (A) Adjustment Number: 3 (490) 4 (425) 5 (184) ------ (1,099) ====== (B) Adjustment Number: 3 (86) 5 (32) 6 865 7 (1,333) ------ (586) ====== (C) Adjustment Number: 8 (500) 9 (6,112) ------ (6,612) ======
LYNCH CORPORATION AND SUBSIDIARIES PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1994 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
Pro forma Lynch Corporation Spinnaker Lynch & Subs(d) CPC Adjustments Adjustments Pro Forma -------- --------- --------- --------- --------- SALES AND REVENUES: Multimedia $ 22,518 $ 22,518 Services 101,880 101,880 Manufacturing 131,148 108,842 239,990 -------- -------- -------- -------- -------- 255,546 108,842 0 0 364,388 -------- -------- -------- -------- -------- Costs and Expenses: Multimedia 16,453 16,453 Services 92,155 92,155 Manufacturing 108,097 90,239 (890)(A) 197,446 Selling and Administrative 24,292 13,924 (1,399)(B) 36,817 -------- -------- -------- -------- -------- 240,997 104,163 (2,289) 0 342,871 -------- -------- -------- -------- -------- 14,549 4,679 2,289 0 21,517 OPERATING PROFIT Other income (expense): Investment income 2,332 2,332 Interest expense (8,799) (8,322)(C) 500(a) (16,621) Share of operations of Affiliated Companies (301) (301) Gain on sales of subsidiary and affiliate stock 190 190 -------- -------- -------- -------- -------- INCOME BEFORE INCOME TAXES, MINORITY INTERESTS AND EXTRAORDINARY ITEM 7,971 4,679 (6,033) 500 7,117 Provision for income taxes (3,124) (1,825) 2,016(10) (170)(b) (3,103) Minority interests (1,685) 196(c) (1,489) -------- -------- -------- -------- -------- INCOME BEFORE EXTRA- ORDINARY ITEM 3,162 2,854 (4,017) 526 2,525 ======== ======== ======== ======== ======== Weighted average shares and share equivalents 1,337,000 1,337,000 Income before extra- ordinary item: Primary E.P.S. $ 2.37 $ 1.89 Fully diluted E.P.S. $ 2.22 $ 1.83 (A) Adjustment Number: 3 (653) 4 236 5 (473) ------ (890) ====== (B) Adjustment Number: 3 (115) 5 (83) 6 1,150 7 (2,351) ------ (1,399) ====== (C) Adjustment Number: 8 (500) 9 (7,822) ------ (8,322) ======
SPINNAKER INDUSTRIES, INC. NOTES TO PRO FORMA COMBINED STATEMENTS OF INCOME (1) The historical financial statement of Spinnaker for the year ended December 31, 1994 include on a pro forma basis, the results of operation of Spinnaker's 81% owned subsidiary, Brown-Bridge Industries, Inc., for The period from January 1, 1994 through September 19, 1994 (date of acquisition of Brown-Bridge) as if it were acquired as of January 1, 1994. Included in Spinnaker's results of operations, are $84,470,000 of net sales and $909,000 of net income related to Brown-Bridge for such period on a pro form basis. (2) The pro forma income statements for the year ended December 31, 1994 reflect historical financial statement of CPC for its fiscal year ended September 30, 1994. The pro forma income statement for the nine months period ended September 30,1995, reflect the results of CPC for the period ended January 1, 1995 to September 30, 1995. (3) Rent expense and property taxes associated with plant which was closed by seller in 1995 and was not acquired. Sales previously supplied by the Linden plant will be fulfilled from the acquired facilities. (4) Adoption of the first-in, first-out method of inventory valuation from The last-in, first-out (LIFO) method. (5) Depreciation adjustment on accrued plant, property and equipment, including depreciation of The leased facility to be purchased from seller. (6) Amortization of goodwill over a period of 25 years. (7) Reduction of management and royalty fees and warehouse rentals paid by CPC to its parent. (8) Guaranty fee payable to Spinnaker's parent (Lynch Corporation) in connection with acquisition indebtedness. Lynch owns 83% of Spinnaker's outstanding stock and has agreed to guarantee a $25 million note payable to Alco for a four month period at .5% of The principal amount per month ($125,000 per month). (9) Interest expense and amortization of deferred financing fees on deb incurred in connection with the acquisition. Approximately $52 million of The debt bears interest at a floating rate. A 1% change in The index would increase (decrease) interest expense $520,000 on an annualized basis. (10) Tax effect on a pro forma combined earnings at Spinnaker's effective rate. LYNCH CORPORATION AND SUBSIDIARIES NOTES TO PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME (a) To reverse guarantee fee recorded by Spinnaker. (b) To recorded tax effect on (a). (c) To record a minority interest effect of pro forma adjustments to Spinnaker's Financial Statements. (d) The historical financial statements of Lynch Corporation for the year ended December 31,1994, included on a pro forma basis of the results of operations of Brown-Bridge Industries for the period from January 1, 1994 through September 19, 1994 (date of acquisition of Brown-Bridge) and USTC-Kansas, Inc. for the period from January 1, 1994 through September 26, 1994 (date of acquisition of USTA-Kansas, Inc.)as if they were acquired on January 1, 1994. See attached Pro Forma Combined Condensed Statement of Income. LYNCH CORPORATION AND SUBSIDIARIES PRO FORMA COMBINED CONDENSED STATEMENT ON INCOME FOR THE YEAR ENDED DECEMBER 31, 1994 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
Pro forma Lynch Note(1) Note (1) Note(1) Note (2) Lynch Corp. Brown- Spinnaker Lynch USTA Note(2) Corp. & Subs Bridge Adjusts. Adjusts. Kansas Adjusts. & Subs ------- ------ ------- ------- ------- ------- ------- SALES AND REVENUES: Multimedia $20,144 $2,374 $22,518 Services 101,880 101,880 Manufacturing 66,678 $64,470 131,148 ------- ------- ------- ------- ------- ------- ------- 188,702 64,470 0 0 2,374 0 255,546 Costs and Expenses: Multimedia 14,259 2,111 83 $16,453 Services 92,155 92,155 Manufacturing 50,044 58,779 (726) 108,097 Selling and administrative 21,449 3,443 (600) 24,292 ------- ------- ------- ------- ------- ------ ------- 177,907 62,222 (1,326) 0 2,111 83 240,997 ------- ------- ------- ------- ------- ------ ------- OPERATING PROFIT 10,795 2,248 1,326 0 263 (83) 14,549 Other income (expense): Investment income 2,446 (93) (35) 75 (61) 2,332 Interest expense (6,526) (1,666) 126 (660) (73) (8,799) Share of operations of affiliated companies (301) (301) Gain on sales of subsidiary and affiliate stock 190 190 ------- ------- ------- ------- ------- ------ ------- INCOME BEFORE INCOME TAXES, MINORITY INTERESTS AND EXTRAORDINARY ITEM 6,604 2,248 (433) 91 (322) (217) 7,971 Provision for income taxes (2,652) (917) 260 (31) 216 (3,124) Minority interests (1,360) (249) (76) (1,685) ------- ------- ------- ------- ------- ------- ------- INCOME BEFORE EXTRA- ORDINARY ITEM $2,592 $1,331 ($422) ($16) ($322) ($1) $3,162 Weighted average shares and share equivalents 1,337,000 1,337,000 Income before extra- ordinary item : Primary E.P.S. $ 1.94 $ 2.37 Fully diluted E.P.S. $ 1.88 $ 2.22
NOTES: (1) The results of Brown-Bridge Industries Inc. and associated adjustments for Spinnaker and Lynch were filed in a Form 8-K/A(1) on December 2, 1994, amending a Form 8-K which was originally filed on October 3, 1994. (2 The results of USTC-Kansas Inc. and associated adjustments were file in a Form 8-K/A(2) on January 5, 1995, amending a Form 8-K which was originally filed on October 7, 1994. -----END PRIVACY-ENHANCED MESSAGE-----