-----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, BVNSR/nrbOvnXQrEh5Jx4ZgSUWInhDR8on0lBZ45JXRgKqYmqUpKYzQ62CdKUOE6 1TIT0UslTT0s/lLdm6ARng== 0000950135-03-002027.txt : 20030328 0000950135-03-002027.hdr.sgml : 20030328 20030327175546 ACCESSION NUMBER: 0000950135-03-002027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030326 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030328 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 SEC ACT: 1934 Act SEC FILE NUMBER: 001-00106 FILM NUMBER: 03622107 BUSINESS ADDRESS: STREET 1: 401 THEODORE FREMD AVENUE CITY: RYE STATE: NY ZIP: 10580 BUSINESS PHONE: 9149217601 MAIL ADDRESS: STREET 1: 401 THEODORE FREMD AVENUE STREET 2: SUITE 290 CITY: RYE STATE: NY ZIP: 10580 8-K 1 b46008rpe8vk.htm LYNCH CORPORATION e8vk
 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K


CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934

Date of report (Date of Earliest Event Reported) March   , 2003

LYNCH CORPORATION


(Exact Name of Registrant as Specified in its Charter)
         
Indiana   1-106   38-1799862

 
 
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification)
         
50 Kennedy Plaza, Suite 1250, Providence, RI   02903    

 
   
(Address of Principal Executive Offices)   (Zip Code)    
     
Registrant’s Telephone Number, Including Area Code:   401-453-2007

Item 7. Financial Statements and Exhibits

       (c) Exhibits

      99.1            Press Release, dated March 27, 2003, issued by Registrant.

Item 9. Regulation FD Disclosure

On March 27, 2003, Registrant issued a press release regarding its results of operations for its 2002 fiscal year. A copy of the press release is attached hereto as Exhibit 99.1.

 


 

Signatures

     Pursuant to the requirements of the Securities and 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
         
    By:   /s/ RAYMOND H. KELLER
       
        RAYMOND H. KELLER
Chief Financial Officer

Date: March 27, 2003

EXHIBIT INDEX

     
Exhibit No. Description of Exhibits


 
99.1   Press Release, dated March 27, 2003, issued by Registrant.

2 EX-99.1 3 b46008rpexv99w1.txt PRESS RELEASE DATED 10/1/02 Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACTS Ray Keller Hugh Ryan Lynch Corporation Ryan Wellnitz & Associates 401.453.2007 401.246.2300 ray.keller@lynch-mail.com hryan@ryanwellnitz.com GAINS FROM DIVESTITURE RESULT IN PROFITABLE YEAR FOR LYNCH CORPORATION PROVIDENCE, R.I., March 27, 2003 -- Lynch Corporation (ASE:LGL) today announced net income for 2002 of $17,963,000 versus a net loss of $22,938,000 in 2001. The profit in 2002 is attributable to non-cash gains and income tax refunds resulting from the divestiture of the company's remaining interest in Spinnaker Industries, Inc., said Raymond Keller, vice president and chief financial officer. Income per share was a positive $11.99 versus a per-share loss of $15.24 in 2001. Excluding the gain on disposing of Spinnaker's shares and related tax benefits, Lynch Corporation would have lost $2,317,000, or $1.55 per share, for 2002. Sales in 2002 were $26,386,000 for 2002, after the Spinnaker divestiture, down 81 percent from sales of $141,073,000 in 2001, which included Spinnaker. Shares outstanding at year end in 2002 were 1,497,900, the same as year-end 2001. "Although 2002 was a difficult and challenging year, we continued to invest in product development, penetration of new markets, and modernization of our manufacturing systems," said Ralph R. Papitto, chairman and chief executive officer. "As a result, we are confident that we are well positioned to take advantage of increasing customer demand as our markets recover." Lynch Corporation Reports 2002 Financial Results Page 2 Papitto pointed to the acquisition of assets of Champion Technologies, Inc., Franklin Park, Ill., by subsidiary M-tron Industries, Inc., Yankton, S.D. M-tron designs and manufactures customized electronic components used primarily to control the frequency or timing of electronic signals in communications systems, and is expanding into military and industrial-instrumentation markets. The Champion line of crystals, clock oscillators, specialized crystal oscillators, and timing modules complements existing M-tron lines and provides an entry to new markets. These modules enable M-tron to offer the added value of pre-engineered timing subsystems that reduce customers' spending on engineering and speed their time-to-market. As part of the acquisition, Lynch also acquired modern manufacturing equipment that has been transferred to M-tron's South Dakota operations. In addition, M-tron brought engineering and production managers on board from Champion, as well as sales representation in the European Union. This acquisition is an important reason that M-tron's year-end backlog of $2,340,000 is 65 percent ahead of last year, Papitto said. In 2002, Lynch Systems, Bainbridge, Ga., the company's other operating subsidiary, consolidated a joint venture in Germany, AMAV, L.L.C., into its U.S. facility. AMAV's founder and inventor of its electronic servo-drive systems moved to the U.S, bringing AMAV's products, designs, and technologies. Internal R&D enabled Lynch Systems to introduce several new products in 2002, including servo linear-motion feeders and shears, servo ring-gear drive retrofits, and low-cost forming equipment for the tableware market. Lynch Corporation Reports 2002 Financial Results Page 3 "We are confident that we have the world's leading design and manufacturing capability for electronic display tubes and screens, and for consumer glass products," Papitto said. "As we enter 2003, we are preparing bids on significant contracts in both these sectors." Lynch Systems has installed more glass-making machines in tableware manufacturing plants worldwide than any other company, and is the world's largest independent manufacturer of TV glass presses. These presses are used to mass-produce television and computer-monitor glass in screen sizes form 14 inches to 42 inches diagonal. Sales for Lynch Corporation for the fourth quarter of 2002 were $4,652,000, down 54 percent from $10,190,000 in the fourth quarter of 2001. Net loss for the fourth quarter of 2002 was $904,000, or 60(cent) per share, versus a net loss of $1,277,000, or 85(cent) per share, for the fourth quarter of 2001. Shares outstanding were 1,497,900 at the end of the fourth quarter of both 2002 and 2001. "The Spinnaker divestiture was a highly positive move because this unit was a failing business that has filed for relief under Chapter 11 of the bankruptcy code," Papitto said. "The divestiture relieved Lynch Corporation of Spinnaker's debt burden and enables senior management to focus on the remaining businesses, which we consider to be strong and viable. The divestiture has, however, made current and recent year-to-year comparisons of revenue, profit, and loss not meaningful. Going forward, that is no longer true." The Spinnaker divestiture began on September 30, 2001, when Lynch Corporation deconsolidated the unit by reducing its voting control to below 50 percent via a transfer of a small number of shares to a not-for-profit organization. Then, in September of 2002, Lynch Lynch Corporation Reports 2002 Financial Results Page 4 Corporation sold all its remaining shareholdings in Spinnaker, which were essentially worthless, to an independent, international brokerage firm in New York City. The end result was that Lynch Corporation recorded a $19,420,000 non-cash gain and an income tax benefit of $860,400 for 2002, resulting from a capital loss carry-back on its investment in Spinnaker. This action was the major contributor to the change in Lynch Corporation's total shareholders equity to $10,934,000 on December 31, 2002, from a deficit of $7,451,000 on December 31, 2001. Lynch Corporation is listed on the American Stock Exchange under the symbol LGL. For more information on the company, contact Raymond H. Keller, Vice President and Chief Financial Officer, Lynch Corporation, 50 Kennedy Plaza, Suite 1250, Providence, RI 02903-2360, (401) 453-2007, ray.keller@lynch-mail.com, or visit the company's Web site: www.lynchcorp.com. Caution Concerning Forward Looking Statements This document includes certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to changes in global political, economic, business, competitive, market and regulatory factors. More detailed information about those factors is contained in Lynch Corporation's filings with the Securities and Exchange Commission. # # # LYNCH CORPORATION PRESS RELEASE STATEMENTS OF OPERATIONS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) STATEMENTS OF OPERATIONS
Three Months Ended December 31, ---------------------------- 2002 2001 ----------- ----------- SALES M-tron $ 2,953 $ 2,790 Lynch Systems 1,699 7,400 ----------- ----------- Total - Company Owned and Operated (O/O) 4,652 10,190 Spinnaker (Consolidated until 9/30/01) -- -- ----------- ----------- Consolidated Total 4,652 10,190 ----------- ----------- EARNINGS BEFORE INTEREST,TAXES, DEPRECIATION & AMORTIZATION (EBITDA) M-tron (382) (1,309) Lynch Systems (242) 1,364 ----------- ----------- Total - O/O (624) 55 Spinnaker -- -- ----------- ----------- EBITDA from Operations (624) 55 Corporate expenses - net (493) (392) Restructuring charge - Spinnaker -- -- ----------- ----------- Consolidated Total (1,117) (337) ----------- ----------- OPERATING PROFIT (LOSS) M-tron (551) (1,521) Lynch Systems (341) 1,331 ----------- ----------- Total - O/O (892) (190) Spinnaker -- -- ----------- ----------- Operating Profit (Loss) (892) (190) Corporate expenses - unallocated (543) (466) Asset impairment and restructuring charge - Spinnaker -- -- Gain on deconsolidation of Spinnaker -- -- ----------- ----------- Consolidated Total (1,435) (656) OTHER INCOME(EXPENSE) Investment income 26 (16) Interest expense (61) (151) Other expense (29) -- ----------- ----------- (64) (167) INCOME (LOSS) FROM OPERATIONS BEFORE INCOME TAXES (1,499) (823) & MINORITY INTEREST (PROVISION) BENEFIT FROM INCOME TAXES 595 (440) MINORITY INTERESTS -- (14) ----------- ----------- NET INCOME (LOSS) $ (904) $ (1,277) =========== =========== WEIGHTED AVERAGE SHARES OUTSTANDING 1,497,900 1,497,900 BASIC & DILUTED EARNINGS (LOSS) PER SHARE: $ (0.60) $ (0.85) PRO FORMA INCOME (LOSS) RECONCILIATION Net income (loss) as reported $ (904) $ (1,277) Spinnaker Industries, Inc. loss -- -- Gain on deconsolidation of Spinnaker -- -- Income tax related to Spinnaker -- 581 ----------- ----------- Pro forma net income (loss) $ (904) $ (696) =========== =========== WEIGHTED AVERAGE SHARES OUTSTANDING 1,497,900 1,497,900 PRO FORMA BASIC & DILUTED EARNINGS (LOSS) PER SHARE $ (0.60) $ (0.46) =========== ===========
Year Ended December 31, ---------------------------- 2002 2001 ----------- ----------- SALES M-tron $ 11,412 $ 21,593 Lynch Systems 14,974 26,047 ----------- ----------- Total - Company Owned and Operated (O/O) 26,386 47,640 Spinnaker (Consolidated until 9/30/01) -- 93,433 ----------- ----------- Consolidated Total 26,386 141,073 ----------- ----------- EARNINGS BEFORE INTEREST,TAXES, DEPRECIATION & AMORTIZATION (EBITDA) M-tron (1,909) (1,770) Lynch Systems 1,321 5,125 ----------- ----------- Total - O/O (588) 3,355 Spinnaker -- (5,818) ----------- ----------- EBITDA from Operations (588) (2,463) Corporate expenses - net (1,414) (985) Restructuring charge - Spinnaker -- (1,520) ----------- ----------- Consolidated Total (2,002) (4,968) ----------- ----------- OPERATING PROFIT (LOSS) M-tron (2,574) (2,549) Lynch Systems 936 4,778 ----------- ----------- Total - O/O (1,638) 2,229 Spinnaker -- (5,465) ----------- ----------- Operating Profit (Loss) (1,638) (3,236) Corporate expenses - unallocated (1,614) (1,656) Asset impairment and restructuring charge - Spinnaker -- (41,754) Gain on deconsolidation of Spinnaker 19,420 27,406 ----------- ----------- Consolidated Total 16,168 (19,240) OTHER INCOME(EXPENSE) Investment income 121 384 Interest expense (201) (7,741) Other expense (92) -- ----------- ----------- (172) (7,357) INCOME (LOSS) FROM OPERATIONS BEFORE INCOME TAXES 15,996 (26,597) & MINORITY INTEREST (PROVISION) BENEFIT FROM INCOME TAXES 1,967 (358) MINORITY INTERESTS -- 4,017 ----------- ----------- NET INCOME (LOSS) $ 17,963 $ (22,938) =========== =========== WEIGHTED AVERAGE SHARES OUTSTANDING 1,497,900 1,505,300 BASIC & DILUTED EARNINGS (LOSS) PER SHARE: $ 11.99 $ (15.24) PRO FORMA INCOME (LOSS) RECONCILIATION Net income (loss) as reported $ 17,963 $ (22,938) Spinnaker Industries, Inc. loss -- 50,091 Gain on deconsolidation of Spinnaker (19,420) (27,406) Income tax related to Spinnaker (860) 581 ----------- ----------- Pro forma net income (loss) $ (2,317) $ 328 =========== =========== WEIGHTED AVERAGE SHARES OUTSTANDING 1,497,900 1,505,300 PRO FORMA BASIC & DILUTED EARNINGS (LOSS) PER SHARE $ (1.55) $ 0.22 =========== ===========
LYNCH CORPORATION PRESS RELEASE SELECTED BALANCE SHEET DATA (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) December 31, December 31, SELECTED BALANCE SHEET DATA 2002 2001 ------------ ------------ O\O* O\O* ------------ ------------ CASH, AND SHORT TERM INVESTMENTS $ 5,986 $ 4,247 RESTRICTED CASH 1,125 4,703 WORKING CAPITAL 8,029 9,551 PROPERTY PLANT AND EQUIPMENT -- COST 16,330 16,398 TOTAL ASSETS 23,430 31,615 TOTAL DEBT 4,149 3,285 DEFERRED GAIN ON DECONSOLIDATION -- 19,420 SHAREHOLDERS' EQUITY (DEFICIT) 10,934 (7,451) BACKLOG - M-TRON 2,300 1,400 LYNCH SYSTEMS 3,900 12,000 SHARES OUTSTANDING AT DATE 1,497,883 1,497,883 * Note: O/O = Company Owned and Operated
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