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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1999 Commission file number 1-106
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
LYNCH CORPORATION
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(Exact name of Registrant as specified in its charter)
Indiana 38-1799862
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State of other jurisdiction (I.R.S. Employer
Incorporation or organization Identification No.)
401 Theodore Fremd Avenue, Rye, NY 10580
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Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (914) 921-7601
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange
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Common Stock, No Par Value American Stock Exchange
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities 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 by mark if disclosure of delinquent filers pursuant to Item 405 of
Regulations S - K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K, or any
amendment to this Form 10-K. [X]
The aggregate market value of voting stock held by non-affiliates of the
Registrant (based upon the closing price of the Registrant's Common Stock on the
American Stock Exchange on March 15, 2000 of $30 per share) was $32,048,000. (In
determining this figure, the Registrant has assumed that all of the Registrant's
directors and officers are affiliates. This assumption shall not be deemed
conclusive for any other purpose.)
The number of outstanding shares of the Registrant's Common Stock was 1,510,183
as of March 29, 2000.
DOCUMENTS INCORPORATED BY REFERENCE:
Part III: Certain portions of Registrant's Proxy Statement for the 2000 Annual
Meeting of Shareholders. FORWARD LOOKING INFORMATION
This Form 10-K contains certain forward looking information, including, without
limitation, the exploring of options with respect to Spinnaker (Item 1.A (p.3));
strategic alternatives involving Entoleter (Item 1.A (p.4)); the search for ways
to accelerate growth at M-tron and to provide a more financially visible
investment, (Item 1-C (p. 12); Item 7. "Management's Discussion and Analysis of
Financial Condition and Results of Operations," including without limitation
Liquidity and Capital Resources, Year 2000 and Market Risk; and, Notes to
Financial Statements (Item 14(a) below). It should be recognized that such
information contains estimates or forecasts based upon various assumptions,
including the matters referred to therein, as well as meeting the Registrant's
internal performance assumptions regarding expected operating performance and
the expected performance of the economy and financial markets as it impacts
Registrant's businesses. As a result, such information is subject to
uncertainties, risks and inaccuracies, which could be material.
PART I
ITEM 1. BUSINESS
The Registrant, Lynch Corporation ("Lynch"), incorporated in 1928 under the laws
of the State of Indiana, is a diversified holding company with subsidiaries
engaged in manufacturing. Lynch's executive offices are located at 401 Theodore
Fremd Avenue, Rye, New York 10580-1430. Its telephone number is 914/921-7601.
Registrant's business development strategy is to expand its existing operations
through internal growth and acquisitions. It may also, from time to time,
consider the acquisition of other assets or businesses that are not related to
its present businesses. As used herein, the Registrant includes subsidiary
corporations.
On September 1, 1999, Registrant spun off to its shareholders the stock of Lynch
Interactive Corporation, which holds the multimedia and service operations
previously owned by Registrant and which accounted for approximately 40% of the
Registrant's 1998 revenues and 47.6% of Registrant's total assets at December
31, 1998.
A. Spinnaker Industries, Inc. ("Spinnaker")
Spinnaker's Common Stock (1/10 vote per share) and Class A Common Stock (1 vote
per share) are listed on the American Stock Exchange under the symbols "SKK" and
"SKK.A." In August 1996, Spinnaker changed the name of its existing Common Stock
to Class A Common Stock and declared a stock dividend of one share of a new
Common Stock for each share of Class A Common Stock outstanding. At March 1,
2000, Registrant owned 1,237,203 shares of Spinnaker Common Stock, approximately
32% of the outstanding, and 2,259,063 shares of Class A Common Stock,
approximately 62% of the outstanding. On a combined basis, Registrant owns
approximately 47.6% of the common equity and has a 60.4% voting interest.
Spinnaker is a leading manufacturer and marketer of adhesive-backed material,
primarily for the pressure sensitive label stock market. Spinnaker has three
100% owned subsidiaries: Spinnaker Coating, Inc., ("Spinnaker Ohio") acquired in
1994, Spinnaker Coating-Maine, Inc. ("Spinnaker Maine"), acquired in 1998; and
Entoleter, Inc. ("Entoleter"), which Spinnaker owned prior to its acquisition in
1987. In 1996, Spinnaker acquired the remaining 19.9% of the outstanding stock
of Spinnaker Ohio (plus management stock options), which were owned primarily by
the management of Spinnaker Ohio, Boyle Fleming & Co., Inc. and Registrant, for
an immediate payment and a contingent payment to be determined later (the amount
of the contingent payment is currently being determined). Spinnaker Ohio, which
was founded in 1928 and was formerly called Brown-Bridge Industries, Inc., and
Spinnaker Maine (which are collectively referred to herein as "Spinnaker
Coating") are in the adhesive-backed label stock industry.
On July 30, 1999, and August 10, 1999, Spinnaker sold its industrial tape
operations for approximately $105 million plus 300,000 warrants to purchase the
common stock of Intertape Polymer Group, Inc. (AMEX:ITP) at $29.50 per share.
The industrial tape operation generated $121.8 million of net sales for the
fiscal year ended December 31, 1998, and $69.5 million of net sales in 1999
until the effective time of disposition. Registrant has stated that it is
continuing to explore all options with respect to Spinnaker, including
liquifying and monetizing its investment, although there is no assurance that
any option will be implemented or, if implemented, would be successful.
Spinnaker's adhesive-backed label stock business is conducted through Spinnaker
Coating. With the acquisition of the Spinnaker Maine assets from S.D. Warren
Company ("Warren") in March 1998, Spinnaker Coating broadened its product
offerings and further established itself as a major manufacturer of
adhesive-backed label stock in the United States. Spinnaker Ohio primarily
manufactures custom, low-volume, pressure sensitive products used for specialty
applications, whereas Spinnaker Maine manufactures standard, high volume,
pressure sensitive products. As a result, Spinnaker Coating offers a full line
of more than 2,000 variations of adhesive-backed label stock that it sells in
roll and sheet form to over 1,000 printers, paper merchants, industrial users
and major forms manufacturers and distributors. Customers convert its label
stock into labels used for a broad range of end use applications, including
bar-coding, mailing and shipping, packaging for pharmaceutical, food and other
consumer products, office identification and business forms, postage stamps,
decorative labels and other specialty industrial uses. Spinnaker Coating is the
largest supplier of pressure sensitive postage stamp stock for ultimate use by
the United States Postal Service. In 1995 and again in March 1998, Spinnaker
Coating was selected to exclusively supply Paper Corporation of the U.S. and the
U.S. Bureau of Engraving and Printing the label stock for pressure-sensitive
postage stamps. The March 1998 contract, a five-year supply contract, is valued
at approximately $75 million.
The Spinnaker Maine assets were acquired from Warren for an aggregate purchase
price of approximately $51.8 million plus the assumption of certain liabilities
(excluding substantially all trade payables). The purchase price was paid by the
issuance of a 10% subordinated convertible note (the "Note") to Warren, in the
original principal amount of $7.0 million, and the remainder with funds
available under Spinnaker's asset-backed working capital revolving credit. The
Note is convertible into shares of Spinnaker's common stock, no par value
("Common Stock"), on the basis of 40 shares per $1,000 of the outstanding
principal amount of the Note (or $25 per share), subject to adjustment as set
forth in the Note.
Spinnaker also manufactures and markets industrial process equipment and air
pollution control scrubbers through Entoleter. Spinnaker is exploring strategic
alternatives with respect to Entoleter to improve shareholder value, including a
possible split off. There is no assurance that such a transaction will be
effected, or if effected, would be successful.
Adhesive-backed Label Stock
Spinnaker Coating develops, manufactures and markets adhesive-backed label stock
that is converted by printers and industrial users into products that are
utilized for marking, identifying, labeling and decorating applications and
products. During 1999, Spinnaker Coating's products were offered in three
primary adhesive categories: pressure sensitive, water sensitive and heat
sensitive. Pressure sensitive products constituted approximately 94% of
Spinnaker's net sales of adhesive-backed label stock products, while water
sensitive products constituted 5% and heat sensitive products constituted 1% of
such sales.
Pressure Sensitive. Pressure sensitive products, which are activated by the
application of pressure, are manufactured with a three-element construction
consisting of face stock, adhesive coating and silicone coated release liner.
The adhesive product is sold in roll or sheet form for further conversion into
products used primarily for marking, identification and promotional labeling.
Spinnaker Coating's pressure sensitive products are sold under the trade names
Strip Tac(R) and Strip Tac Plus(R). Roll pressure sensitive products are
generally sold to label printers that produce products used primarily for
informational labels (shipping labels, price labels, warning labels, etc.),
product identification and postage stamps. Sheet pressure sensitive products are
sold to commercial sheet printers, who provide information labels and other
products (such as laser printer stock).
Water Sensitive. Water sensitive products, which are activated by the
application of water, include a broad range of paper and cloth materials, coated
with a variety of adhesives. The adhesive coated products are sold in roll or
sheet form for further conversion to postage and promotional stamps, container
labels, inventory control labels, shipping labels and splicing, binding and
stripping tapes. The water sensitive line is sold under the trade name
Pancake(R) and consists of three product groups: dry process, conventional
gummed and industrial. Dry process is sold primarily for label and business form
uses. Conventional gum products serve many of the same end uses for hand-applied
labels as dry process stock. A major portion of these products is sold for
government postage and promotional stamp uses. Industrial products are sold in
several niche markets, such as electrical and other specialty markets. During
1999, Spinnaker entered into an aliance with Ivex Packaging Corporation under
which Spinnaker accepted responsibility for the sales and marketing of Ivex's
dry gum products and Invex agreed to accept orders for and to manufacture
Spinnaker's dry gum and water activated products. As compensation, Spinnaker
receives a commission on all such sales.
Heat Sensitive. Heat sensitive products, which are activated by the application
of heat, are manufactured by coating a face stock with either a hot melt coating
or an emulsion process adhesive. The heat sensitive product line is sold
primarily for labeling end uses, such as pharmaceutical bottles, meat and cheese
packages, supermarket scales, cassettes and bakery packages. The adhesive coated
product is sold in roll or sheet form for further conversion. Spinnaker
Coating's heat sensitive products are sold under the trade name Heat Seal(R).
Marketing and Customers
Spinnaker Coating markets its broad range of products to a variety of customers.
Its marketing strategy focuses not only on products but also customer service
and specific customer applications. Spinnaker has conducted business with its
top 10 customers for approximately 19 years on average. During 1999, one
customer accounted for approximately 12% of Spinnaker's net sales.
Spinnaker Coating generally markets its products through its own sales
representatives to regional and national printers, converters and merchants. The
majority of sales represent product sold and shipped from Spinnaker Coating's
facilities in Troy, Ohio and Westbrook, Maine. However, to broaden its market
penetration, Spinnaker Coating also contracts with regional processors
throughout the United States, with whom Spinnaker Coating stores product until
sold. Generally, these processors perform both slitting and distribution
services for Spinnaker Coating.
Manufacturing and Raw Materials
Spinnaker Coating manufactures its adhesive-backed label stock products at two
plants in Troy, Ohio and the recently acquired facility in Westbrook, Maine.
Spinnaker has made approximately $11.6 million in capital expenditures at the
Ohio facilities over the last four years, including $4.0 million for the
addition of a new production line for silicone coating. During 1996, before the
addition of the new production line, Spinnaker Coating outsourced a portion of
its silicone liner requirements.
Raw materials are the most significant cost component in Spinnaker Coating's
production process. The material component accounts for approximately 65-70% of
the total cost of its products, with the most important raw materials being
paper (gumming kraft and face stock), adhesive materials, fiberglass, and
polypropylene resin. These materials are currently readily available and are
procured from numerous suppliers.
See Item 2 below for a description of manufacturing and distribution facilities.
Competition
The adhesive-backed label stock industry is fragmented and highly competitive.
Spinnaker Coating competes with several national manufacturers, including
Avery-Dennison and Bemis, as well as a number of importers and smaller regional
manufacturers. As a result of the competitive environment in the markets in
which Spinnaker Coating operates, the company faces (and will continue to face)
pricing pressure on its products. As a result of such pricing pressure,
Spinnaker Coating may in the future experience reductions in the profit margins
on its sales, or may be unable to pass future raw material price increases to
its customers (which would also reduce profit margins).
Backlog
Spinnaker Coating's label stock backlog believed to be firm was $9.0 million at
December 31, 1999, as compared to $5.8 million at December 31, 1998.
Industrial Process Equipment Business
Through Entoleter, Spinnaker engineers, manufactures and markets a line of
industrial process equipment and a line of air pollution control equipment.
Entoleter's net sales consist entirely of sales to commercial and industrial
customers. Entoleter's sales were $7.0 million in 1999 compared to $7.6 million
in 1998.
General
Environmental Regulations
Spinnaker's operations are subject to environmental laws and regulations
governing emissions to the air, discharges to waterways, and generation,
handling, storage, transportation, treatment and disposal of waste materials.
Spinnaker is also subject to other federal and state laws and regulations
regarding health and safety matters. Environmental laws and regulations are
constantly evolving and it is impossible to predict the effect that these laws
and regulations will have on Spinnaker in the future. While Spinnaker believes
it is currently in substantial compliance with all such environmental laws and
regulations, there can be no assurance that it will at all times be in complete
compliance with all such requirements. In addition, although Spinnaker believes
that any noncompliance is unlikely to have a material adverse affect on
Spinnaker, it is possible. Spinnaker has made and will continue to make capital
expenditures to comply with environmental requirements. As is the case with
manufacturers in general, if a release of hazardous substances occurs on or from
Spinnaker's properties or any associated offsite disposal location, or if
contamination from prior activities is discovered at any of Spinnaker's
properties, Spinnaker may be held liable and the amount of such liability could
be material.
Patents and Trademarks
Patents are held by Spinnaker with respect to the manufacture of certain of its
products, but its management does not consider such patents to be important to
Spinnaker's operations. The patents expire over various lengths of time with the
last patent expiring in about 9 years. Spinnaker has registered several of its
trade names and trademarks for adhesive-backed materials.
International Sales
Spinnaker's international sales were $17.5 million, $16.9 million and $10.0
million in 1999, 1998, and 1997, respectively. Of the $17.5 million in 1999
international sales, approximately 90% were represented by exports of Spinnaker
Coating. The substantial majority of these sales were to Canadian customers and,
consequently, Spinnaker believes that the risks commonly associated with doing
business in international countries are minimal. The profitability of
international sales is substantially equivalent to that of domestic sales.
Because international sales are transacted in United States dollars, payments in
many cases are secured by irrevocable letters of credit.
Employees
As of December 31, 1999, Spinnaker employed approximately 444 persons, of whom
400 were Spinnaker Coating employees and 36 were Entoleter employees. A majority
of its hourly employees are not represented by unions. Spinnaker Coating has a
labor agreement expiring in 2002 with the Paper, Allied-Industrial, Chemical and
Energy Workers Union AFL-CIO ("PACE") covering approximately 74 employees at its
Westbrook, Maine plant. A union election campaign is currently being led by PACE
at Spinnaker Coating's Troy, Ohio facilities and an election is scheduled for
March 30, 2000. Entoleter's approximately 16 production employees are members of
the United Electrical, Radio and Machine Workers of America Union. After a
strike in 1999, a new collective bargaining agreement at Entoleter expires in
April 2002. Spinnaker believes that its relations with its employees are good;
however, there can be no assurance that the Company will not experience work
stoppages or slowdowns in the future.
Additional Information
For further information on Spinnaker, reference is made to its Form 10-K and
other filings with the Securities and Exchange Commission.
B. Lynch Systems, Inc.
Lynch Systems, Inc. ("LS"), a 92% owned subsidiary of Registrant, designs,
develops, manufactures and markets a broad range of manufacturing equipment for
the electronic display and consumer glass industries. LS also produces
replacement parts for various types of packaging and glass container-making
machines which LS does not manufacture.
At year-end 1998, LS, through a subsidiary, entered into a joint venture,
Lynch-AMAV LLC, with AMAV GmbH of Germany to develop and manufacture glass
manufacturing equipment for the tableware industry. LS has a 75% interest in the
joint venture. The joint venture designs and develops feeders, shears and
presses, most of which are expected to be manufactured for the joint venture by
LS. LS believes that this joint venture will expand LS's glass tableware
equipment business, particularly in Europe. In 1999, Lynch-AMAV sold feeders and
shears for an aggregate price of approximately $1.5 million.
LS manufactures glass-forming presses and electronic controls to provide
high-speed automated systems to form different sizes of face panels and CRT
display tubes for television screens and computer monitors, including presses to
build large screen televisions for the HDTV (high definition television) market.
LS also manufactures and installs forming equipment that sizes, cuts and forms
tableware such as glass tumblers, plates, cups, saucers and commercial optical
glass. Additionally, LS manufactures and installs fire polishing, electronic
controls and retrofit systems for CRT display and consumer glass presses.
The production of glassware entails the use of machines which heat glass and,
using great pressure, form an item by pressing it into a desired shape. Because
of the high cost of bringing the machine and materials up to temperature, a
machine for producing glassware must be capable of running 24 hours a day, 365
days a year.
During 1999, LS, including Lynch-AMAV, rebuilt TV and consumer glass press
machines for customers, as well as selling feeders, shears and spare parts.
However, LS did not deliver any large TV glass press machines in either 1999 or
1998, although it obtained an order for four large glass press machines in the
second half of 1999.
At December 31, 1999, LS had orders for, and had in various stages of
production, a number of orders for large TV glass press machines as well as for
glass press machines, feeders, shears and spare parts for the tableware market,
for a total sale price of approximately $17 million, all of which are scheduled
to be delivered in 2000. There can be no assurance that LS can obtain orders for
additional large TV glass press orders to replace its present orders.
LS believes that in the worldwide pressware market it is the largest supplier to
glass companies that do not manufacture their own pressware machines.
Competitors include various companies in Italy, Japan, Korea, Germany and
elsewhere. While several of the largest domestic and international producers of
glass pressware frequently build their own glass-forming machines and produce
spare parts in-house, nearly all pressware producers have made purchases of
machines and/or spare parts from LS.
International Sales. During 1999, approximately 75% of LS's sales were made to
international customers as compared to approximately 60% in 1998. This increase
is related primarily to the Lynch-AMAV joint venture. The profitability of
international sales is approximately equivalent to that of domestic sales.
Because many international orders require partial advance deposits, with the
balance often secured by irrevocable letters of credit from banks in the foreign
country, the Registrant believes that some of the credit risks commonly
associated with doing business in international markets are minimized. The
Registrant avoids currency exchange risk by transacting most international sales
in United States dollars. The East Asian financial crisis has had a very
substantial adverse impact on LS, particularly on its large TV press business,
although it did receive a large order for large TV press machines in the fall of
1999.
Backlog. LS had an order backlog of approximately $17 million at December 31,
1999, compared with approximately $0.6 million at December 31, 1998. LS includes
as backlog those orders which are subject to written contract, written purchase
orders and telephone orders from long standing customers who maintain
satisfactory credit ratings. In 1998, LS received $2.4 million in connection
with the cancellation of a $16 million order for large TV glass presses and
parts, which amount can be used by the customer as a credit for future orders.
The $2.4 million amount is not included in backlog.
Raw Materials. Raw materials are generally available to LS in adequate supply
from a number of suppliers.
Employees. Lynch Systems employs approximately 75 employees at its Bainbridge,
Georgia facility, none of whom belong to a union.
C. M-tron Industries, Inc. ("M-tron")
M-tron, a 100% owned subsidiary of the Registrant, is a manufacturer and
importer of quartz crystal products and clock oscillator modules used for
creating precision carrier signals, clocking digital circuits, and precision
time base references. A quartz crystal is an oscillating component which
provides the precision reference signal in a circuit. Crystals and crystal
oscillator modules are used in microprocessor-related equipment and
telecommunications equipment. Frequency and time related products essentially
use crystals or crystal oscillators, with the addition of electronic circuitry
vertically integrating the product. Crystal and crystal oscillators are sold to
original equipment manufacturers and their assembly plant suppliers. They are
sold directly through commissioned representatives and through distributors.
Registrant has been searching for ways to accelerate growth at M-tron as well as
providing Registrant with a more financially visible investment. In January
2000, Robert R. Zylstra joined M-tron as the new President and Chief Executive
Officer, replacing Martin J. Kiousis who retired. There is no assurance that the
Registrant can accomplish its objectives with respect to M-tron.
For 1999, 1998, and 1997, M-tron's sales consisted of (in thousands):
1999 1998 1997
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Crystals ....................... $10,492 $11,871 $12,611
Oscillator Modules ............. 15,974 10,927 10,217
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Total ..................... $26,466 $22,798 $22,828
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Competition. Quartz crystals and oscillators are sold in a highly competitive
industry. There are numerous domestic and international manufacturers who are
capable of providing quartz crystals and crystal oscillators comparable in
quality and performance to M-tron's products. International competitors,
particularly from the Far East, continue to dominate the United States market.
M-tron seeks to manufacture smaller, high performance orders of crystals and
oscillators, which it believes it can competitively fill based upon performance,
quality, order response time and a high level of engineering support. M-tron
performs quality control tests on all products it imports from the Far East and
resells domestically and internationally.
International Sales. M-tron's international sales in 1999 were approximately 40%
of total sales and were concentrated in Canada. The profitability of
international sales has been substantially equivalent to that of domestic sales.
Because of the concentration in Canada, M-tron believes that risks commonly
associated with doing business in international countries are minimized.
Backlog. M-tron had backlog orders of approximately $6.8 million at December 31,
1999, compared with $3.5 million at December 31, 1998. M-tron includes as
backlog those orders which are subject to specific production release orders
under written contracts, verbal and written orders from distributors with which
M-tron has had long-standing relationships, as well as written purchase orders
from sales representatives. M-tron believes that all of the backlog at December
31, 1999, will be shipped during 2000.
Raw Materials. To the extent possible, M-tron's raw materials are purchased from
multiple sources. Of primary significance are quartz crystal bars and the bases
used for mounting certain finished crystals. M-tron currently has at least two
qualified vendors for each of these items. No shortages have occurred in the
recent past nor are any anticipated in the near future.
Employees. M-tron employs approximately 180 employees at its Yankton, South
Dakota facility, none of whom belong to a union.
IV. OTHER INFORMATION
While the Registrant holds licenses and patents of various types, Registrant
does not believe they are critical to its overall operations.
The Registrant conducts product development activities with respect to each of
its major lines of business. Currently, such activities are directed principally
toward the improvement of existing products, the development of new products
and/or diversification. The cost of such activities (excluding costs associated
with Spinnaker's tape division, which was sold in 1999), which have been funded
entirely by the Registrant, amounted to approximately $571,000 in 1999,
$1,030,000 in 1998 and $1,022,000 in 1997.
The capital expenditures, earnings and competitive position of Registrant have
not been materially affected to date by compliance with current federal, state,
and local laws and regulations relating to the protection of the environment;
however, Registrant cannot predict the effect of future laws and regulations.
The Registrant has not experienced difficulties relative to fuel or energy
shortages. See also "Environmental Regulations" under Item 1. Business A. - A.
Spinnaker Industries, Inc. for more information with respect to Spinnaker.
No portion of the business of the Registrant is regarded as seasonal.
There were no customers in 1999 or 1998 that represent 10% or more of
consolidated revenues. The Registrant does not believe that it is dependent on
any single customer.
Additional information with respect to each of the Registrant's lines of
business is included in Note 14 to the Consolidated Financial Statements
included as Item 14(a) below.
V. EXECUTIVE OFFICERS OF THE REGISTRANT
Pursuant to General Instruction G (3) of Form 10-K, the following list of
executive officers of the Registrant is included in Part 1 of this Annual Report
on Form 10-K in lieu of being included in the Proxy Statement for the 1999
Annual Meeting of Shareholders. Such list sets forth the names and ages of all
executive officers of Registrant indicating all positions and offices with the
Registrant held by each such person and each such person's principal occupations
or employment during the past five years.
Name Offices and Positions Held Age
Mario J. Gabelli Chairman (since 1986) and Chief Executive Officer 57
(1986-January 2000); Chairman and Chief Executive Officer of
Lynch Interactive Corporation (since September 1999); Chairman
and Chief Executive Officer (since March 1980) of Gabelli
Funds, Inc., a private company which makes investments for its
own account; and Chairman and Chief Executive Officer of
Gabelli Asset Management Inc. (since 1999), a NYSE listed
holding company for subsidiaries engaged in various aspects of
the securities business.
Louis A. Guzzetti, Jr. President and Chief Executive Officer (since January 2000); 61
President and Chief Executive Officer of Envirosource, Inc. a
NASDAQ listed company (1986-1999)
George E. Fuehrer Vice President-Business Development (since January 2000); 51
Senior Vice President of Planning and Business Development
(1997-1999) and President/Executive Vice President of Imsamet
Division (1994-1997) of Envirosource, Inc.
Roger J. Dexter Controller and Chief Financial Officer (since March 2000); 56
Financial Consultant (1995-1999), including consulting to
Registrant, Lynch Interactive Corporation and Gabelli Funds,
Inc.
Robert E. Dolan Chief Financial Officer (February 1992-January 2000) and 48
Controller (May 1990-January 2000).
Robert A. Hurwich Vice President-Administration, Secretary & General Counsel 58
(since February 1994).
The executive officers of the Registrant are elected annually by the Board of
Directors at its organizational meeting in May and hold office until the
organizational meeting in the next year and until their respective successors
are chosen and qualified.
ITEM 2. PROPERTIES
Registrant and Lynch Interactive Corporation share space containing
approximately 5,000 square feet in Rye, New York, for use as executive offices.
During the first half of 2000 Spinnaker will move its corporate headquarters
from Dallas, Texas to Troy, Ohio, where it has major facilities.
Spinnaker Coating owns two manufacturing facilities, Plant One and Plant Two, in
Troy, Ohio. Plant One is a 200,000 square foot complex and Plant Two is a 98,000
square foot facility. There are approximately five undeveloped acres of land
adjacent to Plant Two that are available for expansion. Spinnaker Coating also
leases a 58,000 square foot facility in Troy, Ohio, on a month to month basis.
The facilities house manufacturing, administrative and shipping operations.
In connection with Spinnaker Coating's acquisition of the Spinnaker Maine assets
from S.D. Warren in March 1998, the parties entered into a site lease, which
provides for Warren's lease of a portion of its Westbrook, Maine facility to
Spinnaker. Such lease is for a term of 99 years, provides for nominal rent of
$1.00 per year, with an option to purchase for $1.00. The facility contains
approximately 151,000 square feet. Spinnaker Coating also leases a 15,000 square
foot facility (expiring April 2004) at Westbrook. Spinnaker's plants are subject
to security interests relating to its indebtedness.
Entoleter owns a manufacturing plant containing 72,000 square feet located on
approximately 5 acres of land in Hamden, Connecticut. The land and building are
subject to a mortgage and security agreement executed in support of a bank loan.
Entoleter also owns approximately 6 unimproved acres located in Hamden,
Connecticut adjacent to its property.
LS's operations are housed in two adjacent buildings situated on 3.19 acres of
land in Bainbridge, Georgia. In January 1997, LS completed an expansion of its
manufacturing capacity at this site, which added approximately 15,000 square
feet, bringing total manufacturing space to approximately 73,000 square feet.
Finished office area in the two buildings totals approximately 17,000 square
feet. All such properties are subject to security deeds relating to loans.
M-tron's operations are housed in two separate facilities in Yankton, South
Dakota. These facilities contain approximately 51,000 square feet in the
aggregate. One facility owned by M-tron contains approximately 35,000 square
feet and is situated on approximately 5 acres of land. This land and building
are subject to a mortgage executed in support of a bank loan. The other Yankton
facility containing approximately 16,000 square feet is leased, which lease
expires on September 30, 2000, with options to extend the lease to 2006.
During 1999 and 1998, Registrant's manufacturing facilities (except for LS)
operated in the aggregate at a relatively high level of capacity utilization.
It is Registrant's opinion that the facilities referred to above are in good
operating condition and suitable and adequate for present uses.
ITEM 3. LEGAL PROCEEDINGS
In the normal course of business subsidiaries of the Registrant are defendants
in certain product liability, worker claims and other litigation in which the
amounts being sought may exceed insurance coverage levels. The resolution of
these matters is not expected to have a material adverse effect on the
Registrant's consolidated financial condition or operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The Common Stock of Lynch Corporation is traded on the American Stock Exchange
under the symbol "LGL." The market price highs and lows in consolidated trading
of the Common Stock during the two years ended December 31, 1999 and 1998, are
as follows:
Three Months Ended
1999 March 31 June 30 Sept. 30 Dec. 31
-------- ------- -------- --------
7/1-9/1- 9/2-9/30
High ............. 85 1/2 84 87 34 3/4 26 1/2
Low .............. 70 1/2 77 1/4 78 26 1/2 18 7/8
1998 March 31 June 30 Sept. 30 Dec. 31
------ ------ ------ ------
High ............. 109 113 100 1/2 82
Low .............. 77 1/4 88 76 69 1/2
At March 15, 2000, the Company had 901 shareholders of record.
On September 1, 1999, the Company spun off the shares of Lynch Interactive
Corporation to its shareholders. As a result, stock prices before and after that
date are not comparable. The high and low sales prices of Lynch Interactive from
September 1, 1999 to December 31, 1999, were $102 1/2 and $42, respectively, and
the closing price at December 31, 1999, was $99 7/8.
The Board of Directors has adopted a policy of not paying cash dividends, a
policy which is reviewed annually. This policy takes into account the long term
growth objectives of the Company, especially its acquisition program,
shareholders' desire for capital appreciation of their holdings and the current
tax law disincentives for corporate dividend distributions. Accordingly, no cash
dividends have been paid since January 30, 1989 and none are expected to be paid
in 2000.
ITEM 6. SELECTED FINANCIAL DATA
LYNCH CORPORATION AND SUBSIDIARIES
CONSOLIDATED SELECTED FINANCIAL DATA
(Adjusted to Reflect Discontinued Operations and
Spin Off of Lynch Interactive Corporation)
(in thousands except per share amounts)
Year Ended December 31 ( a )
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
Revenues.......................................... $ 194,222 $ 187,644 $ 153,735 $ 166,976 $ 157,146
Operating Profit (b).............................. 85 4,074 6,730 8,473 11,945
Net Financing Activities.......................... (9,528) (8,392) (4,884) (5,166) (3,463)
Gain in Sale of Subsidiary Stock and Other
Operating Assets................................ -- 2,090 (91) 5,072 --
Income (Loss) from Continuing Operatins before
Income Taxes, Minority Interests, Discontinued
Operation and Extraordinary Items............... (9,443) (2,228) 1,755 8,379 8,482
(Provision) Benefits For Income Taxes............. 2,544 1,408 (301) (3,571) (3,267)
Minority Interest................................. 2,647 1,107 (121) (119) (634)
------ ------ ------ ------ ------
Income (Loss) From Continuing Operations Before
Discontinued Operations and Extraordinary Item.. (4,252) 287 1,333 4,689 4,581
Operations of Lynch Interactive Corporation (f) (7,493) 4,929 (3,349) (818) 467
Discontinued Operations (c)...................... (572) (1,859) (862) 173 97
Minority Interests
Gain (Loss) on Sale of Spinnaker's Industrial
Tape Segment................................... 10,431 -- -- -- --
Extraordinary Items (d) 303 -- -- (1,348) --
------ ------ ------ ------ ------
Net Income (Loss)............................... $ (1,583) $3,357 $( 2,878) $ 2,696) $ 5,145
======== ======== ========= ======== ========
Per Common Share (e)
Income (Loss) from Continuing Operation
Befopre Discontinued Operations and
Extraordinary Items...........................
Basic...................................... $ (3.00) $ .20 $ .94 $ 3.38 $ 3.32
Diluted.................................... $ (3.00) .20 .94 3.34 3.25
Net Income (Loss)
Basic...................................... (1.12) 2.37 (2.03) 1.94 3.73
Diluted.................................... (1.12) 2.37 (2.03) 1.92 3.66
Cash, Securities and Short-Term Investments..... $ 13,106 $ 1,132 $ 6,499 $ 10,561 $ 5,405
Restricted Cash (h) 56,026 -- -- -- --
Total Assets (Net of Discontinue Operations(c)(f) 211,192 251,658 183,720 144,417 144,984
Long-Term Debt (g) ............................. 116,765 126,976 116,159 96,577 62,557
Shareholders Equity (Deficit)(f)................ 16,442 11,441 14,464 (6,083) 6,085
Notes:
(a) The data presented herein reflect the spin off of Lynch Interactive
Corporation (Interactive) from the Company and the sale by Spinnaker
Industries, Inc. (Spinnaker), a 47.6% owned consolidated subsidiary of the
Company, of its industrial tape units, all of which transactions occurred
in the third quarter of 1999. Accordingly, the operating results of both
Interactive and the industrial tape segment have been segregated from
continuing operations of the Company and are reported as separate line
items. The data presented also includes results of the business acquired
from S. D. Warren (name changed to Spinnaker Coating-Maine, Inc.) from
March 17, 1998.
(b) Operating profit is sales and revenues less operating expenses, which
excludes investment income, interest expense, share of operations of
affiliated companies, minority interests and taxes.
(c) Discontinued operations of the industrial tape segment of Spinnaker
Industries(See Note 3 to Financial Statements)and Lynch Tri-Can
International in 1995 and 1996.
(d) Gain (loss) on early extinguishment of debt at Spinnaker in 1996 and 1999
(e) Based on weighted average number of common shares outstanding - restated to
conform to SFAS #128 in 1996 and prior years.
(f) No cash dividends have been declared over the period. In 1999 for each
share of Lynch Common Stock, shareholders received one share of Lynch
Interative Corporation in a Spin Off of the multimedia and transportation
business. (See Note 4 to Financial Statements). In 1997, for each share of
Lynch Common Stock, shareholders received one share of East/West
Communications, Inc., an F- block PCS licensee with licenses covering a
population of 20 million.
(g) Includes $115.6 million of long-term debt at December 31, 1999 of 47.6%
owned Spinnaker Industries.
(h) See dicussion of Restricted Cash in Note 6-Notes Payable and Long-Term
Debt.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
YEAR 1999 COMPARED TO 1998
The accompanying audited consolidated financial statements reflect the Spin Off
of Lynch Interactive Corporation (Interactive) from Lynch Corporation (Lynch)
that occurred in the third quarter of 1999 and also the sale by Spinnaker
Industries, Inc. (Spinnaker), a consolidated subsidiary of the Company, of its
two industrial tape units, Central Products Company and Spinnaker Electrical,
that also occurred in the third quarter of 1999. Accordingly, the operating
results of both Interactive and the industrial tape segment have been segregated
from continuing operations of the Company and are reported as separate line
items on the financial statements as discontinued operations. The comparative
amounts for 1998 have also been restated to reflect the above transactions. The
ensuing narrative considers these changes and only includes discussions of the
Company as it is currently composed. EBITDA is presented because it is a widely
accepted financial indicator of value and ability to incur and service debt.
EBITDA is not a substitute for operating income or cash flows from operating
activities in accordance with generally accepted accounting principles.
Revenues for the year ended December 31, 1999 were $194.2 million, an increase
of $6.6 million from the comparable 1998 period. Spinnaker's 1999 net sales were
$162.1 million, compared to $159.1 million in 1998. The growth in net sales for
1999 is attributed to approximately $7.6 million in net sales from the
acquisition of Coating-Maine and higher unit sales of certain label stocks from
1998, which were offset by increased domestic capacity and the disruption of
business at Entoleter from a mid-summer labor dispute. Revenues at M-tron
increased by $3.7 million due to increased demand from the telecommunications
industry and increased sales of new products. Lynch Systems' revenues were
essentially flat.
Operating profit for 1999 declined by $4.0 million from the operating profit in
the prior year. Spinnaker's operating profit declined by $3.7 million
principally due to lower gross margins as a result of the lower pricing and the
impact of the Entoleter labor dispute, partially offset by gains on sale of
fixed assets and lower selling, general and administrative expenses. M-tron's
operating profit increased by $.4 million due to increased volume.
Subsequent to the spin off of Interactive, the Company, with the concurrence of
the holders of all outstanding SAR units, terminated its SAR program for
corporate management, including all outstanding units, thus eliminating possible
future profit and loss and cash flow distortions associated with the program. As
a result of the termination, the Company recorded approximately $700,000 of
related corporate expense.
In order to improve operational efficiencies, Spinnaker Coating restructured
operations at its Maine unit in early 2000. Also, in view of the narrowed scope
of the Spinnaker business as a result of the sale of the industrial tape
business, steps are being taken to reduce Spinnaker corporate overhead by
transferring functions from the Dallas headquarters to the main Spinnaker
Coatings office in Ohio. As a result, Spinnaker has announced it expects to
record a charge of approximately $500,000 in the first quarter of 2000.
Investment income increased due to the investment in short term securities of
approximately $75 million in proceeds remaining, after payment of certain debt
obligations, from the sale by Spinnaker of its Central Products and Electrical
Tape businesses.
Interest expense was $11.9 million and increased from the prior year due to the
allocation of a portion of the interest associated with the Spinnaker 10.75%
Senior Secured Notes Due 2006 (the Senior Notes) to the discontinued industrial
tape segment that ceased at the time of their sale in the third quarter of 1999.
Interest expense also increased due to higher debt levels resulting from
Spinnaker's acquisition of the Warren assets.
Interest expense from continuing operations is subject to certain matters
associated with the use of the net proceeds from the sales of the industrial
tape units of Spinnaker, including retirement of senior debt or "permitted
investments" as defined under the Indenture.
The income tax benefit includes federal, as well as state and local taxes. The
tax benefit for the year ended December 31, 1999, and 1998, represents effective
tax rates of 27% for 1999 and 63% for 1998. The differences from the federal
statutory rate are principally due to the effect of state income taxes,
operating losses of subsidiaries and amortization of non-deductible goodwill.
Minority interests contribution to the net income (loss) increased by $1.5
million for the year from the prior year due to the increased losses from
continuing operations at Spinnaker and the January 1, 1999, repurchase of M-tron
minority interest.
On August 12, 1999, the Board of Directors approved a plan to distribute the
stock of Lynch Interactive Corporation on a one for one basis to the
shareholders of Lynch Corporation ( the spin off). Lynch completed the spin off
of Lynch Interactive Corporation on September 1, 1999, to stockholders of record
on August 23, 1999. Pursuant to the spin off, each Lynch shareholder received
one share of Interactive stock for each share of Lynch owned. Lynch had received
a private letter ruling from the Internal Revenue Service that the spin off
would be tax free to Lynch shareholders. Interactive has listed its stock on the
American Stock Exchange. (LIC)
Interactive owns all of what was Lynch's multimedia and service businesses while
Lynch retains the manufacturing businesses. Interactive owns the telephone
companies, television interests and PCS interests, as well as the 55% equity
interest of the Morgan Group, Inc. In addition, Interactive owns a 13.6% equity
interest in Spinnaker Industries, Inc. Lynch owns a 48% equity interest in
Spinnaker after the spin off, as well as M-tron Industries, Inc. and Lynch
Systems, Inc.
As a result of the spin off, the Company's multimedia and services segments are
being reported as operations distributed to shareholders in the accompanying
consolidated financial statements. Accordingly, operating results of Lynch
Interactive Corporation have been segregated from continuing operations and
reported as a separate line item on the statement of operations. Lynch has
restated its prior year financial statements to present the operating results of
Lynch Interactive on a comparable basis. Interactive's net sales were $204.6
million for the year ended December 31, 1999, and $205.1 million and $194.1
million for the fiscal years ended December 31, 1998 and 1997, respectively.
Prior to the spin off, Lynch Interactive recorded a $15.4 million valuation
reserve due to the decline in market value of its investment in personal
communications licenses. As a result, Lynch Interactive reported an operating
loss for the first eight months of 1999.
In the third quarter of 1999, Spinnaker sold its two industrial tape units,
Central Products Company and Spinnaker Electrical, which comprise its industrial
tape segment. Accordingly, operating results of the industrial tape segment have
been segregated from continuing operations and reported separately in the
statement of operations. Lynch has restated its prior years financial statements
to present the operating results of the industrial tape segment as a
discontinued operation. The industrial tape segment's net sales, up to the point
of its sale, were $69.5 million for the year ended December 31, 1999, and $121.8
million and $119.7 million for the fiscal years ended December 31, 1998 and
1997, respectively.
Net loss for the year ended December 31, 1999, was $1.6 million, or ($1.12) per
share, which compares to the net income of $3.4 million, or $2.37 per share, for
the same period of 1998 due primarily to the operating losses mentioned above
and the loss incurred by Interactive, offset by Spinnaker's gain on sale of its
industrial tape units ($10.4 million after income taxes and minority interest).
Total backlog of manufactured products at December 31, 1999 was $35.3 million,
which represents an increase of $25.5 million from the backlog of $9.8 million
at December 31, 1998. All operating units contributed significantly to the
increase in backlog at December 31, 1999. Included in this backlog for both
periods is a $2.4 million payment from a customer for an earlier glass press
order at Lynch Systems which was subsequently cancelled. The customer can use
this amount for future orders and, if not utilized, will be forfeited to Lynch
Systems. Included in the backlog at December 31, 1999, is a $14 million order
for large glass press machines at Lynch Systems. In connection with this order,
Lynch Systems has obtained a substantial credit facility to protect advances by
the customer and for working capital.
YEAR 1998 COMPARED TO 1997
Revenues increased to $187.6 million in 1998 from $153.7 million in 1997, a 22%
increase. The acquisition made during 1998 by Spinnaker Industries, Inc. was the
most significant contributor to this increase. On March 17, 1998, Spinnaker
acquired from S. D. Warren its assets in Westbrook, Maine utilized to
manufacture pressure sensitive label stock. This operation contributed $47.0
million to Spinnaker's revenue increase. Spinnaker Coating, Inc. (Ohio) reported
small revenue decreases during 1998 as a result of higher unit volume, but at
overall lower prices, while Spinnaker's Entoleter subsidiary had a 39% increase.
Lynch Systems' revenues decreased by $13 million from 1997 to 1998 due to lack
of order activity for CRT glass press machines. During 1998 and early 1999,
Lynch Systems added several new consumer glass press machines to its product
offerings in an effort to be less dependent on orders for CRT glass press
machines in the future.
Operating profits for 1998 were $4.1 million, down from $6.7 million in 1997.
Operating profits fell by $2.6 million due to the EBITDA increase offset by
increased depreciation and amortization of $1.7 million associated with the S.
D. Warren acquisition.
Effective September 30, 1998, the Company amended its SAR (stock appreciation
rights) Program so that the SARs become exercisable only in the event the price
for the Company's shares double from the SAR grant price within five years from
the original issuance. The grant prices of the 42,700 SARs outstanding at
December 31, 1998 range from $63.03 to $84.63. On December 31, 1998, the closing
price of the Company's common shares in trading on the American Stock Exchange
was $70.50. This amendment eliminated the recording of the profit and loss
effect from changes in the market price in the Company's common stock until it
is probable that the SARs will become exercisable. During 1997, the Company
recorded $0.4 million SAR expense and in 1998, prior to the amendment of the
program, $0.2 million in SAR income.
Investment income was approximately $.2 million in 1998 and $.3 million in 1997.
Interest expense increased by $2.8 million in 1998 compared to 1997. The
increase is due primarily to the effect of financing the Spinnaker acquisition
of the Warren assets.
On July 31, 1998, Spinnaker Industries, Inc. completed the acquisition of the
electrical tape division of tesa tape, inc. A portion of the purchase price was
satisfied by the issuance of 200,000 shares, subject to certain adjustments, of
Spinnaker's Class A common stock. As a result of this issuance, the Company
recorded a gain on sale of subsidiary stock of $2.1 million, or $1.2 million
($0.87 per share) after income taxes.
The 1998 tax benefit of $1.4 million, includes federal, state and local taxes
and represents an effective rate of 63% versus 17.2% effective tax rate in 1997.
The difference in the effective rates is primarily due to the effects of the
amortization of goodwill, the state and local income taxes and losses of
subsidiaries.
During 1998, minority interest was income of $1.1 million versus $.1 million
expense in 1997. The variance was primarily associated with additional losses
recorded by Spinnaker (61% owned subsidiary by the Company at December 31, 1998)
during 1998.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1999, the Company had current assets of $79.7 million and
current liabilities of $56.5 million. Working capital was therefore $23.2
million as compared to $18.8 million at December 31, 1998. The increase was
primarily due to the increase in cash and reduction of short term working
capital debt at Spinnaker resulting from the sale of its industrial tape
segment.
Capital expenditures were $3.8 million in 1999 and $3.3 million in 1998. Overall
2000 capital expenditures are expected to be approximately 25% higher than the
1999 level.
At December 31, 1999, total debt was $141.6 million, which was $12.6 million
more than the $129.0 million at the end of 1998. Debt at year end 1999 included
$118.4 million of fixed interest rate debt, at an average interest rate of
10.7%, and $23.2 million of variable interest rate debt at an average interest
rate of 8.1%. Additionally, the Company had $7.9 million in unused lines of
credit at December 31, 1999, of which $7.1 million was attributed to Spinnaker.
Since 1987, the Board of Directors of Lynch has authorized the repurchase of
400,000 common shares. At December 31, 1999, Lynch's remaining authorization is
to repurchase an additional 161,000 shares of common stock. In 1999, 8,130
shares were purchased for treasury at a cost of $525,000.
The Board of Directors has adopted a policy of not paying cash dividends, a
policy which is reviewed annually. This policy takes into account the long term
growth objectives of the Company, especially its acquisition program,
shareholders' desire for capital appreciation of their holdings and the current
tax law disincentives for corporate dividend distributions. Accordingly, no cash
dividends have been paid since January 30, 1989 and none are expected to be paid
in 2000.
In March, 2000 Lynch Systems completed a project specific line of credit
totaling $7.1 million related to a contract to deliver equipment in 2000.
Substantially all assets of Lynch Systems are pledged in support of the credit
facility. In addition, the Company has guaranteed the full amount of the credit
facility and has pledged $4 million of its Spinnaker Class A Common Stock as
additional collateral.
Lynch Corporation maintains an active acquisition program and generally finances
each acquisition with a significant component of debt. This acquisition debt
contains restrictions on the amount of readily available funds that can be
transferred to the parent company from its subsidiaries. As the result of
acquisitions, Lynch consolidated, Spinnaker and certain acquisition subsidiaries
have relatively high debt to equity ratios.
The Company has a significant need for resources to fund the operations of the
holding company and future growth. There currently is no credit facility in
place at the Lynch corporate level, and the Company is currently considering
various long and short term financing arrangements. One alternative could be to
sell a portion or all of certain investments in operating entities either
directly or through an exchangeable debt instrument. Additional debt and/or
equity financing vehicles at corporate and/or subsidiaries are also being
considered. While management expects to obtain adequate financing resources to
enable the company to meet its obligations, there is no assurance that such can
be readily obtained or at reasonable costs.
The Company is exploring all options with respect to Spinnaker, including
liquifying and monetizing its investment, and searching for ways to provide the
Company with a more financially visible investment with respect to M-tron. There
is no assurance that any transaction will be implemented.
In March, 2000, the Company completed the previously announced sale of 100,000
shares of its common stock to its Chairman at $30 per share, or $3 million. This
transaction is subject to shareholder ratification at the Company's 2000 annual
meeting. These funds will be available for general corporate purposes.
YEAR 2000
The Company had initiated a comprehensive review of its computer systems to
identify the systems that could be affected by the "Year 2000" issue and
developed an implementation plan to resolve the issue. The Year 2000 issue was
the result of computer programs being written using two digits (rather than
four) to define the applicable year. Any of the Company's programs or programs
utilized by vendors to the Company that have time-sensitive software may
recognize a date using "00" as the year 1900 rather than the year 2000. This
could have resulted in a major system failure or miscalculation. The Company's
Year 2000 review was performed primarily by internal staff, and in certain
operations supplemented by outside consultants. The principal Information
Technology (IT) systems for the Company are sales order entry, shop floor
control, inventory control and accounting. The Year 2000 may have also impacted
various non-IT systems, including among other things security systems, HVAC,
elevator systems, and communications systems. In addition, each of the Company's
businesses may have been impacted by the Year 2000 readiness of third party
vendors/suppliers.
The assessment phase for the Company's manufacturing businesses was completed by
the 4th quarter of 1999. Based upon its identification and assessment efforts,
the Company determined that certain of its computer and software used in
manufacturing and accounting systems required replacement or modification. Such
replacements and modifications were completed in the 4th quarter of 1999. The
total cost of Year 2000 remediation was $0.2 million. A comprehensive
contingency plan had been completed in the 4th quarter of 1999.
The assessment, implementation and contingency plans for the Company's Year 2000
program were based on management's estimates and were developed using numerous
assumptions of future events, some of which were beyond the Company's control.
The Company believed that with modifications to existing software and the
conversion to new software, the Year 2000 issue would not pose significant
operational problems for the Company as a whole.
The Company experienced no significant occurrences related to the Year 2000
issue.
MARKET RISK
The Company is exposed to market risk relating to changes in the general level
of U.S. interest rates. Changes in interest rates affect the amounts of interest
earned on the Company's cash equivalents and short-term investments and
restricted cash. The Company generally finances the debt portion of the
acquisition of long-term assets with fixed rate, long-term debt. The Company
generally maintains the majority of its debt as fixed rate in nature either by
borrowing on a fixed long-term basis or, on a limited basis, entering into
interest rate swap agreements. The Company does not use derivative financial
instruments for trading or speculative purposes. Management does not foresee any
significant changes in the strategies used to manage interest rate risk in the
near future, although the strategies may be reevaluated as market conditions
dictate.
At December 31, 1999, approximately $23.2 million, or 16% of the Company's
long-term debt and notes payable bears interest at variable rates. Accordingly,
the Company's earnings and cash flows are affected by changes in interest rates.
Assuming the current level of borrowings for variable rate debt and assuming a
one percentage point change in the 1999 average interest rate under these
borrowings, it is estimated that the Company's 1999 and 1998 interest expense
would have changed by $.2 million and $.5 million, respectively. In the event of
an adverse change in interest rates, management would likely take actions to
further mitigate its exposure. However, due to the uncertainty of the actions
that would be taken and their possible effects, the analysis assumes no such
actions. Further, the analysis does not consider the effects of the change in
the level of overall economic activity that could exist in such an environment.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The information required by this Item 7A is included under the caption "Market
Risk" in "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in Item 7.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Item 14(a).
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this Item 10 is included under the caption
"Executive Officers of the Registrant" in Item 1 hereof and included under the
captions "Election of Directors" and "Section 16(a) Reporting" in Registrant's
Proxy Statement for its Annual Meeting of Shareholders for 2000, which
information is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item 11 is included under the captions
"Compensation of Directors," "Executive Compensation," "Executive Compensation
and Benefits Committee Report on Executive Compensation" and "Performance Graph"
in Registrant's Proxy Statement for its Annual Meeting of Shareholders for 2000,
which information is incorporated herein by reference. The Performance Graph in
the Proxy Statement shows that Registrant's Common Stock under performed the
American Stock Exchange Market Value Index and a combined peer group index
(telephone communications, except radio telephone operations, converted paper
and paperboard and trucking except local) in 1998 and out performed said indices
in 1997, 1996 and 1995. As a result of the spin off of Lynch Interactive
Corporation, performance for 1999 was not comparative.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item 12 is included under the caption "Security
Ownership of Certain Beneficial Owners and Management," in the Registrant's
Proxy Statement for its Annual Meeting of Shareholders for 2000, which
information is included herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item 13 is included under the caption
"Executive Compensation", and "Transactions with Certain Affiliated Persons" in
the Registrant's Proxy Statement for its Annual Meeting of Shareholders for
2000, which information is included herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this Form 10-K
Annual Report:
(1) Financial Statements:
The Report of Independent Auditors and the following
Consolidated Financial Statements of the Company are included
herein:
Consolidated Balance Sheets at December 31, 1999 and 1998
Consolidated Statements of Operations - Years ended December
31, 1999, 1998, and 1997
Consolidated Statements of Shareholders' Equity - Years ended
December 31, 1999, 1998, and 1997
Consolidated Statements of Cash Flows - Years ended December
31, 1999, 1998, and 1997
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules as of December 31, 1999
and 1998 and for the three years ended December 31, 1999:
Schedule I - Condensed Financial Information of Registrant
Schedule II - Valuation and Qualifying Accounts
All other schedules for which provision is made in the
applicable accounting regulation of the Securities and Exchange Commission are
not required under the related instructions, or are inapplicable, and therefore
have been omitted.
(3) Exhibits: See the Exhibit Index on pages 67-70 of this Form 10-K
Annual Report.
See Page 2 above re Forward Looking Information.
-----------------------------------------------
(b) Reports on Form 8-K:
A Form 8-K dated October 6, 1999, was filed relating to Lynch Systems,
Inc.'s receipt of a large order and settlement of a lawsuit.
(c) The following Exhibits listed in the Exhibit Index are filed with
this Form 10-K Annual Report:
*10(u) - Letter of Understanding between Registrant and
Louis A. Guzzetti.
21 - Subsidiaries of the Registrant
23 - Consent of Ernst & Young LLP
24 - Powers of Attorney
27 - Financial Data Schedule
* Management contact or compensatory arrangement
(d) Financial Statement Schedules:
Financial Statement Schedules are listed in response to
Item 14(a)(2)
REPORT OF INDEPENDENT AUDITORS
Shareholders and Board of Directors
Lynch Corporation
We have audited the accompanying consolidated balance sheets of Lynch
Corporation and subsidiaries as of December 31, 1999 and 1998, and the related
consolidated statements of operations, shareholders' equity, and cash flows for
each of the three years in the period ended December 31, 1999. Our audits also
included the financial statement schedules listed in the index at Item 14(a).
These financial statements and schedules are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and schedules based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Lynch
Corporation and subsidiaries at December 31, 1999 and 1998 and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1999, in conformity with accounting principles
generally accepted in the United States. Also, in our opinion, the related
financial statement schedules, when considered in relation to the basic
financial statements taken as a whole, present fairly, in all material respects
the information set forth therein.
/s/ ERNST & YOUNG LLP
Stamford, Connecticut
March 28, 2000
LYNCH CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands)
ASSETS December 31 December 31
1999 1998
CURRENT ASSETS:
Cash and cash equivalents .................................... $ 13,106 $ 1,132
Trade accounts receivables, less allowances of $361 and $395 . 24,642 25,320
Inventories .................................................. 31,680 28,396
Deferred income taxes ........................................ 8,943 11,714
Other current assets ......................................... 1,303 1,787
Net current assets of subsidiaries distributed to shareholders -- 58,047
Net current assets of discontinued operations ................ -- 36,226
--------- ---------
TOTAL CURRENT ASSETS .............................................. 79,674 162,622
Restricted Cash ................................................... 56,026 --
PROPERTY, PLANT AND EQUIPMENT:
Land ......................................................... 672 672
Buildings and Improvements ................................... 11,015 12,585
Machinery and Equipment ...................................... 54,529 51,306
--------- ---------
66,216 64,563
Accumulated Depreciation ...................................... (22,137) (17,534)
--------- ---------
44,079 47,029
EXCESS OF COST OVER FAIR VALUE OF NET ASSETS
ACQUIRED, NET .................................................. 22,020 21,075
OTHER ASSETS ...................................................... 9,393 7,328
NET NON - CURRENT ASSETS OF SUBSIDIARIES DISTRIBUTED
TO SHAREHOLDERS ................................................. -- 170,295
NET NON - CURRENT ASSETS OF DISCONTINUED OPERATIONS ............... -- 71,651
--------- ---------
TOTAL ASSETS ...................................................... $ 211,192 $ 480,000
========= =========
See accompanying notes
LYNCH CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(In Thousands)
December 31 December 31
1999 1998
CURRENT LIABILITIES
Notes payable to banks ............................... $ 23,178 $ 59,686
Trade accounts ..................................... 14,404 18,178
Accrued interest payable ........................... 2,426 2,575
Accrued liaiblites ................................. 13,956 3,580
Customer advances .................................. 860 2,406
Current maturities of long-term debt ............... 1,636 2,027
Net current liabilities of subsidiaries
distributed to shareholder ....................... -- 37,240
Net current liabilities of discontinued operations . -- 18,162
--------- ---------
TOTAL CURRENT LIABILITIES ............................... 56,460 143,854
LONG-TERM DEBT .......................................... 116,765 126,976
DEFERRED INCOME TAXES ................................... 6,225 11,715
OTHER LONG-TERM LIABILITIES ............................. 4,866 2,182
MINORITY INTERESTS ...................................... 10,885 3,999
NET NON-CURRENT LIABILITIES OF SUBSIDIARIES
DISTRIBUTED TO SHAREHOLDERS ........................... -- 147,600
NET NON-CURRENT LIABILITIES OF DISCONTINUED
OPERATIONS ........................................... -- 3,881
COMMITMENT AND CONTINGINCIES
SHAREHOLDERS' EQUITY
COMMON STOCK, NO PAR VALUE - 10,000,000 SHARES
AUTHORIZED; 1,471,191 shares issued (at stated value) 5,139 5,139
ADDITIONAL PAID-IN CAPITAL ............................ 8,302 8,554
RETAINED EARNING ...................................... 3,843 26,771
ACCUMULATED OTHER COMPREHENSIVE INCOME(LOSS) .......... (40) 59
TREASURY STOCK OF 61,008 AND 52,943 SHARES AT COST .... (1,253) (730)
--------- ---------
15,991 39,793
--------- ---------
$ 211,192 $ 480,000
========= =========
See accompanying notes
LYNCH CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share amounts)
Years Ended December 31
1999 1998 1997
SALES AND REVENUES ..................................... $ 194,222 $ 187,644 $ 153,735
Costs and expenses:
Manufacturing ....................................... 172,567 162,735 126,570
Selling and Administrative .......................... 21,570 20,835 20,435
----------- ----------- -----------
OPERATING PROFIT ..................................... 85 4,074 6,730
Other Income (expense):
Investment Income .................................... 2,354 199 305
Interest Expense ..................................... (11,882) (8,591) (5,189)
Gain on Sale of Stock by Subsidiary .................. -- 2,090 (91)
----------- ----------- -----------
(9,528) (6,302) (4,975)
----------- ----------- -----------
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES, MINORITY INTERESTS, DISCONTINUED
OPERATIONS AND EXTRAORDINARY ITEM .................... (9,443) (2,228) 1,755
Benefit (provision) for income taxes ................... 2,544 1,408 (301)
Minority interests ..................................... 2,647 1,107 (121)
----------- ----------- -----------
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE
DISCONTINUED OPERATIONS AND EXTRAORDINARY ITEM ......... (4,252) 287 1,333
DISCONTINUED OPERATIONS:
Income (loss) from operations of Lynch Interactive
Corporation distributed to shareholders (less income
Tax (provision) benefit of $3,068, ($5,012), and $3,848
and minority interests of $578, $1,226, and $714)...... (7,493) 4,929 (3,349)
(Loss) from discontinued operations of Industrial
tape segment (less income tax benefit of $308,
$2,192, and $226 and minority interests of $558,
$1,429, and $239) .................................... (572) (1,859) (862)
Gain on sale of Industrial tape segment
(less income tax provision of $6,495 and
minority interest of $7,013) ......................... 10,431 -- --
EXTRAORDINARY ITEM:
Gain on early extinguishment of debt (less
income tax provision of 4355 and minority
interest of $300) .................................... 303 -- --
----------- ----------- -----------
NET INCOME (LOSS) ...................................... $ (1,583) $ 3,357 $ (2,878)
=========== =========== ===========
Weighted average shares outstanding .................... 1,415,000 1,418,000 1,415,00
Basic and diluted earnings (loss) per share:
Income (loss) from continuing operations
before discontinued operations ........................ $ (3.00) $ .20 $ 0.94
Income (loss) from operations of
Lynch Interactive Corporation ....................... (5.30) 3.48 (2.37)
Income (loss) from gain on sale and operations
of industrial tape segement .......................... 6.97 (1.31) (0.61)
Extraordinary item ..................................... .21 -- --
----------- ----------- -----------
NET INCOME (LOSS) ...................................... $ (1.12) $ 2.37 $ (2.03)
=========== =========== ===========
Accmpanying notes
Lynch Corporation and Subsidiaries
Consolidated Statements of Shareholders' Equity
For the Three Years Ended December 31, 1999
(In Thousands except for shares of common
stock)
ACCUMULATED
ADDITIONAL OTHER
SHARES OF COMMON COMMON PAID-IN RETAINED COMPREHENSIVE TREASURY
STOCK OUTSTANDING STOCK CAPITAL EARNINGS INCOME STOCK TOTAL
------------ ---------- ----------- ------------ ------------ ---------- ---------
BALANCE AT DEC 31, 1996 ..... 1,391,034 $ 5,139 $ 8,417 $ 26,472 -- $ (1,105) $ 38,923
Issuance of Treasury Stock .. 26,014 -- 313 -- -- 359 672
Capital transactions of The
Morgan Group, Inc. -- -- (86) -- -- -- (86)
Dividend of East/West
Communications, Inc. -- -- -- (180) -- -- (180)
Net income (loss) for year .. -- -- -- (2,878) -- -- (2,878)
---------- ---------- ---------- ---------- ---------- ---------- ----------
BALANCE AT DEC 31, 1997 ..... 1,417,048 5,139 8,644 23,414 -- (746) 36,451
Issuance of Treasury Stock .. 1,200 -- 74 -- -- 16 90
Capital transactions of The
Morgan Group, Inc. -- -- (164) -- -- -- (164)
Net income (loss) for year .. -- -- -- 3,357 -- -- 3,357
Other comprehensive income -- -- -- -- 59 -- 59
---------- ---------- ---------- ---------- ---------- ---------- ----------
BALANCE AT DEC 31, 1998 ..... 1,418,248 5,139 8,554 26,771 59 (730) 39,793
Purchase of Treasury Stock (8,065) -- -- -- -- (523) (523)
Capital transactions of The
Morgan Group, Inc. -- -- (252) -- -- -- (252)
Dividend of Lynch
Interactive Corporation -- -- -- (21,345) (59) -- (21,404)
Net income (loss) for year -- -- -- (1,583) -- -- (1,583)
Other comprehensive income -- -- -- -- (40) -- (40)
---------- ---------- ---------- ---------- ---------- ---------- ----------
BALANCE AT DEC 31, 1999 ..... 1,410,183 $ 5,139 $ 8,302 $ 3,843 $ (40) $ (1,253) $ 15,991
---------- ---------- ---------- ---------- ---------- ---------- ----------
LYNCH CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands) Years Ended December 31
-----------------------------------------
1999 1998 1997
-----------------------------------------
OPERATING ACTIVITIES
Net income (loss) ($1,583) $3,357 ($2,878)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities of continuing operations:
Adjustment from discontinued operations:
(Income) loss from operations of Lynch Interactive Corporation 7,493 (4,929) 3,349
Loss from operations of industrial tape segment 572 1,859 862
Gain on sale of industrial tape segment (10,431) - -
Extraordinary item (303) - -
Depreciation and amortization 7,020 5,165 3,216
Amortization of deferred financing charges 786 771 632
Gain on sale of stock by subsidiary corporation -- (4,778) (169)
Deferred taxes 3,281 (1,488) (1,279)
Minority interests 6,886 (2,536) (367)
Gain on sale of fixed assets (854) - -
Changes in operating assets and liabilities: - - -
Receivables 678 2,560 1,959
Inventories (3,284) 2,270 22
Accounts payable and accrued liabilities (7,897) 8,317 (3,450)
Other 1,144 (728) (479)
------------- ---------- ------------
Cash provided by operating activities of continuing operations 3,508 9,840 1,418
------------- ---------- ------------
INVESTING ACTIVITIES
Capital Expenditures (3,795) (3,297) (3,231)
Investment in Spinnaker Coating - Maine - (47,933) -
Proceeds from sale of industrial tape segment 104,450 - -
Proceeds from sale of fixed assets 2,403 2,696 -
Other 509 (128) (1,339)
------------- ---------- ------------
Cash provided by (used in) investing activities of
continuing operations 103,567 (48,662) (4,570)
------------- ---------- ------------
FINANCING ACTIVITIES
Net borrowings (repayments) of notes payable (36,127) 42,268 1,121
Issuance of long-term debt - 6,025 1,262
Repayment of long-term debt (10,937) (1,954) (1,991)
Deferred financing costs (580) (726) -
(Purchase) sale of treasury stock (775) 90 672
Other - (841) 755
------------- ---------- ------------
Cash provided by (used in) financiging activities of
continuing operations (48,419) 44,862 1,819
------------- ---------- ------------
Net increase (decrease) in cash and cash equivalents 58,656 6,040 (1,333)
Cash provided by (used by) Lynch Interactive Corporation 3,599 (1,880) (557)
Cash provided by (used by) industrial tape segment 5,745 (7,025) 864
-------
------------- ------------
Increase (decrease) in cash and cash equivalents 68,000 (2,865) (1,026)
Cash and cash equivalents at beginning of period 1,132 3,997 5,023
------------- ---------- ------------
Cash and cash equivalents at end of period, including
$56,026 of Restricted Cash at December 31, 1999 $69,132 $1,132 $3,997
============= ========== ============
Lynch Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1999
1. Accounting and Reporting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of Lynch Corporation
(the "Company" or "Lynch") and entities in which it has majority voting control.
All material intercompany transactions and accounts have been eliminated in
consolidation. See Note 4 for details of the spin off of Lynch Interactive
Corporation which occurred on September 1, 1999.
Uses of Estimates
The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the amounts reported in
the financial statements and accompanying notes. Actual results could differ
from those estimates.
Cash Equivalents
Cash equivalents consist of highly liquid investments with a maturity of less
than three months when purchased.
At December 31, 1999 and 1998, assets of $1.1 million and $1.3 million, which
are classified as cash and cash equivalents, are invested in United States
Treasury money market funds for which affiliates of the Company serve as
investment managers to the respective funds.
Restricted Cash
At December 31, 1999 the Company had $56 million of Restricted Cash. See
discussion of Restricted Cash in Note 6 - Notes Payable and Long-Term Debt.
Property, Plant and Equipment
Property, plant and equipment are recorded at cost and include expenditures for
additions and major improvements. Maintenance and repairs are charged to
operations as incurred. Depreciation is computed for financial reporting
purposes using the straight-line method over the estimated useful lives of the
assets, which range from 3 years to 35 years. For income tax purposes,
accelerated depreciation methods are used.
Excess of Cost over Fair Value of Net Assets of Companies Acquired
Excess of cost over fair value of net assets of companies acquired (goodwill) is
being amortized on a straight-line basis over periods ranging from twenty to
forty years. The Company periodically reviews goodwill to assess recoverability,
and impairments would be recognized in operating results if a permanent
diminution in value were to occur. The Company measures the potential impairment
of recorded goodwill by the undiscounted value of expected future cash flows in
relation to its net capital investment in the subsidiary. Based on its review,
the Company does not believe that an impairment of its goodwill has occurred.
Excess of cost over fair value of net assets acquired include acquisition
intangibles of $23.4 million and $21.6 million, net of accumulated amortization
of $1,391,000 and $574,000 at December 31, 1999 and 1998, respectively.
Revenue Recognition
Revenues, with the exception of certain long-term contracts discussed below, are
recognized on shipment.
Research and Development Costs
Research and development costs are charged to operations as incurred. Such costs
were $571,000, $1,030,000, and $1,022,000 in 1999, 1998, and 1997, respectively.
Earnings Per Share
In 1997, the Company adopted Financial Accounting Standards Board Statement
("SFAS") No. 128, "Earnings Per Share". SFAS No. 128 replaced the calculation of
primary and fully diluted earnings per share with basic and diluted earnings per
share. Unlike primary earnings per share, basic earnings per share excludes any
dilutive effects of options, warrants, and convertible securities. Diluted
earnings per share are very similar to the previously reported fully diluted
earnings per share. The Company's basic and diluted earnings per share are
equivalent as the Company has no dilutive securities.
Segment Information
Effective December 1998, the Company adopted SFAS No. 131, "Disclosures About
Segments of an Enterprise and Related Information". SFAS No. 131 superseded SFAS
No. 14, "Financial Reporting for Segments of a Business Enterprise". SFAS No.
131 establishes new standards for reporting information about operating
segments. SFAS No. 131 requires disclosure of selected financial and descriptive
information for each operating segment based on management's internal
organizational decision-making structure. Additional information is required on
a company-wide basis for revenues by product or service, revenues and
identifiable assets by geographic location and information about significant
customers. The adoption of SFAS No. 131 did not affect results of operations or
financial position, but did affect the disclosure of segment information. Prior
year amounts have been reclassified to conform to the requirements of SFAS No.
131. See Note 14.
Pension and Other Post-Retirement Benefits
In February 1998, the FASB issued SFAS No. 132, "Employers Disclosures About
Pensions and Other Post-Retirement Benefits", which is an amendment to SFAS
No.'s 87, 88, and 106. This SFAS revises employers' disclosures about pension
and other post-retirement benefits plans. It does not change the measurement or
recognition of those plans. The adoption of SFAS No. 132 in 1998 did not have a
significant impact on the Company's consolidated financial statements as the
Company's benefit plans are not material.
Accounting for Long-Term Contracts
Lynch Systems, Inc., a 91% owned subsidiary of the Company is engaged in the
manufacture and marketing of glass-forming machines and specialized
manufacturing machines. Certain sales contracts require an advance payment
(usually 15% of the contract price) which is accounted for as a customer
advance. The contractual sales prices are paid either (i) as the manufacturing
process reaches specified levels of completion or (ii) based on the shipment
date. Guarantees by letter of credit from a qualifying financial institution are
required for most sales contracts. Because of the specialized nature of these
machines and the period of time needed to complete production and shipping,
Lynch Systems accounts for these contracts using the percentage-of-completion
accounting method as costs are incurred. At December 31, 1999 and 1998, costs in
excess of billings were $95,000 and $0, respectively.
Impairments
The Company accounts for impairments of long-lived assets in accordance with the
provisions of SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of". The Company periodically assesses
the net realizable value of its long-lived assets and evaluates such assets for
impairment whenever events or changes in circumstances indicate the carrying
amount of an asset may not be recoverable. For assets to be held and used,
impairment is determined to exist if estimated undiscounted future cash flows
are less than the carrying amount. For assets to be disposed of, impairment is
determined to exist if the estimated net realizable value is less than the
carrying amount.
Stock Based Compensation
The Company accounts for stock based compensation in accordance with the
provisions of SFAS No. 123, "Accounting for Stock Based Compensation". SFAS No.
123 establishes a fair value method of accounting and reporting standards for
stock based compensation plans. However as permitted by SFAS No. 123, the
Company has elected to continue to apply the provisions of Accounting Principles
Board Opinion ("APB") No. 25, if the exercise price of the Company's employee
stock options was not less than the market price of the underlying stock on the
date of grant, no compensation expense is recognized. The Company is required to
disclose the pro forma net income (loss) and net income (loss) per share as if
the fair value method defined in SFAS No. 123 had been applied to all grants
made on or after January 1, 1995. See Note 8 for pro forma disclosures.
Fair Value of Financial Instruments
Cash and cash equivalents, trade accounts receivable, short-term borrowings,
trade accounts payable and accrued liabilities are carried at cost which
approximates fair value due to the short-term maturity of these instruments. The
carrying account of the Company's borrowings under its revolving lines of credit
approximates fair value, as the obligations bear interest at a floating rate.
The fair value of other long-term obligations approximates cost based on
borrowing rates for similar instruments, excluding the Spinnaker Industries,
Inc. ("Spinnaker") senior-secured debt with a carrying value of $109 million at
December 31, 1999 and $115 million at December 31, 1998 and a fair value of
between $87.8 million and $92.3 million, and $100.1 million, respectively, at
December 31, 1999 and 1998, based on quoted market prices.
Issuance of Stock by Subsidiaries and Investees
Changes in the Company's equity in a subsidiary or an investee caused by
issuance of the subsidiary's or investees' stock are accounted for as gains or
losses where such issuance is not part of a broader reorganization (see Note 9).
Reclassifications
The consolidated financial statements reflect the spin off of Lynch Interactive
Corporation (Interactive) from Lynch Corporation that occurred in the third
quarter of 1999 and also the sale by Spinnaker Industries, Inc. (Spinnaker), of
its two industrial tape units, Central Products Company and Spinnaker Electrical
that also occurred in the third quarter of 1999. Accordingly, the operating
results of both Interactive and the industrial tape segment have been segregated
from continuing operations of the Company and are reported as separate line
items on the financial statements as discontinued operations. The comparative
amounts for 1998 and 1997 have also been restated to reflect the above
transactions.
Certain other amounts in the 1998 and 1997 financial statements have been
reclassified to conform to the 1999 presentation. These other reclassifications
are immaterial to the consolidated financial statements taken as a whole.
Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities", which is
required to be adopted in years beginning after June 15, 2000. SFAS No. 133
requires the Company to recognize all derivatives on the balance sheet at fair
value. Derivatives that are not hedges must be adjusted to fair value through
income. If the derivative is a hedge, depending on the nature of the hedge,
changes in fair value are either offset against the changes in fair value of
assets and liabilities through earnings or recognized in other comprehensive
income until the hedged item is recognized in earnings. Because of the Company's
minimal use of derivatives, management does not anticipate that the adoption of
SFAS No. 133 will have a significant effect on its earnings or financial
position.
2. Acquisitions
On July 31, 1998, the Company's subsidiary, Spinnaker, acquired tesa tape,
Inc.'s pressure-sensitive electrical tape product line and its Carbondale, IL
manufacturing plant (the "Spinnaker Electrical Acquisition"). The purchase price
totaled $10.7 million, comprised of 200,000 shares of Spinnaker common stock
(subject to adjustment) valued at $3.7 million, $4.5 million in term debt, $2.0
million in cash, and a $0.5 million subordinated note. The acquired business
produces electrical tape for insulating motors, coils and transformers for
customers in Europe, Canada and the U.S. This company was subsequently sold
within the industrial tape segment. See Note 3 - Discontinued Operations.
On March 17, 1998, Spinnaker Coating-Maine, Inc., a wholly owned subsidiary of
Spinnaker, acquired the assets of the pressure-sensitive adhesive-backed label
stock business of S. D. Warren (the "S.D. Warren Acquisition"). The purchase
price was approximately $51.8 million, plus the assumption of certain
liabilities and transaction costs, and was funded by issuing the seller a
convertible subordinated note of $7.0 million with the remainder funded by
Spinnaker's revolving credit facility. As a result of this transaction, the
Company recorded approximately $23.1 million in goodwill which is being
amortized over 30 years.
All of the above acquisitions were accounted for as purchases, and accordingly,
the assets acquired and liabilities assumed were recorded at their estimated
fair market values on their respective dates of acquisition. The operating
results of the acquired companies are included in the Consolidated Statements of
Operations from their respective acquisition dates except for the tesa tape
acquisition, which is included in discontinued operations.
The following unaudited pro forma information shows the results of the Company's
operations presented as if the S. D. Warren Acquisition was made at the
beginning of 1997. The unaudited pro forma information is not necessarily
indicative of the results of operations that would have occurred had the
transactions been made at that date nor is it necessarily indicative of future
results of operations.
For the years ended December 31
(In thousands, except per share amounts)
1998 1997
Sales .................................. $ 199,758 $ 217,614
========= =========
Income (loss) from continuing operations $ (3,053) $ 2,274
========= =========
Net income (loss) ...................... $ 3,197 $ (1,937)
========= =========
Basic and diluted earnings per share:
Income (loss) from continuing operations $ (2.15) $ 1.61
========= =========
Net income (loss)....................... $ 2.25 $ (1.37)
========= =========
3. Discontinued Operations
On April 9, 1999, Spinnaker entered into a definitive agreement to sell its
industrial tape segment to Intertape for approximately $105 million and
five-year warrants to purchase 300,000 shares of Intertape common stock (New
York Stock Exchange Symbol "ITP") at an exercise price of $29.50 per share. The
warrants were valued at approximately $3.0 million using the Black-Scholes
option pricing model and are reflected in other assets. Accordingly, operating
results of the industrial tape segment have been segregated from continuing
operations and reported as a separate line item on the statement of operations.
The sale of the two industrial tape businesses closed on August 10, 1999 and
July 30, 1999, respectively. The Company recorded gains totaling $17.4 million,
net of applicable income taxes of approximately $6.5 million. Spinnaker offset
the cash tax liability by utilizing net operating loss carry forwards.
The Company has restated its prior financial statements to present the operating
results of the industrial tape segment as a discontinued operation. The
industrial tape segment net sales were $69.5 million, $121.8 million and $119.7
million for the periods ended December 31, 1999 (through the date of sale), 1998
and 1997, respectively.
General corporate office expenses related to finance and administrative
functions including public company compliance reporting, bank and investor
relations, taxes other than income taxes and holding company payroll,
historically allocated and charged to the industrial tape segment were reversed
and allocated back to continuing operations. These expenses were not considered
to be directly attributed to discontinued operations. Historical expenses
allocated back to continuing operations totaled $1.0 million, $1.5 million and
$0.9 million in the periods ended December 31, 1999, 1998 and 1997,
respectively.
Interest expense attributed to the Senior Notes and related deferred financing
has historically been allocated based on the pro rata share of subsidiary debt
obligations retired with the proceeds from the issuance of the Senior Notes, to
total debt obligations retired. The Senior Note proceeds were used to extinguish
certain outstanding term and revolver obligations in October 1996. Interest
expenses charged to the discontinued industrial tape segment totaled $5.2
million for the period ended December 31, 1999 and $8.5 million in the periods
ended December 31, 1998 and 1997.
The assets and liabilities of the industrial tape segment of Spinnaker included
in the accompanying consolidated balance sheet at December 31, 1998 consist of
the following (in thousands):
Accounts receivable, net .......................... $14,815
Inventories, net .................................. 18,167
Prepaids and other ................................ 3,244
-------
Current assets of discontinued operations ......... $36,226
=======
Property, plant and equipment, net ................ $48,312
Goodwill and other assets ......................... 23,339
-------
Non-current assets of discontinued operations ..... $71,651
=======
Accounts Payable .................................. $13,720
Accrued liabilities ............................... 4,442
-------
Current liabilities of discontinued operations .... $18,162
=======
Non-current liabilities of discontinued operations $ 3,881
=======
4. Spin Off
On August 12, 1999, the Board of Directors approved a plan to distribute the
stock of Lynch Interactive Corporation on a one for one basis to the
shareholders of Lynch Corporation ("spin off"). Lynch completed the spin off of
Lynch Interactive Corporation ("Interactive") on September 1, 1999, to
stockholders of record on August 23, 1999. Pursuant to the spin off, each Lynch
shareholder received one share of Interactive common stock for each share of
Lynch owned. Lynch had received a private letter ruling from the Internal
Revenue Service that the spin off would be tax free to Lynch shareholders.
Interactive is listed on the American Stock Exchange under the symbol "LIC".
Interactive owns all of what were Lynch's multimedia and service businesses
while Lynch retained the manufacturing businesses. Interactive owns the
telephone companies, television interests and PCS interests, as well as the 55%
equity interest of The Morgan Group, Inc. In addition, Interactive owns a 13.6%
equity interest in Spinnaker Industries, Inc. Lynch owns a 47.6% equity interest
in Spinnaker (60.4% of voting interest), as well as 100% of M-tron Industries,
Inc. and 92% of Lynch Systems, Inc.
As a result, the Company's multimedia and services segments are being reported
as operations distributed to shareholders in the accompanying consolidated
financial statements. Accordingly, operating results of Lynch Interactive
Corporation have been segregated from continuing operations and reported as a
separate line item on the statements of operations.
Lynch has restated its prior year financial statements to present the operating
results of the Company on a comparable basis. Interactive's net sales were $
204.6 million, $205.2 million, and $194.1 million for the fiscal years ended
December 31, 1999, 1998, and 1997, respectively.
In the third quarter of 1999, Lynch acquired by merger, all of the stock of
Central Scott Telephone Company. This company became part of Lynch Interactive
and was included in the spin off.
Lynch Interactive and Lynch have entered into certain agreements governing
various ongoing relationships, including the provision of support services and a
tax allocation agreement. The tax allocation agreement provides for the
allocation of tax attributes to each company as if it had actually filed with
the respective tax authority. At the spin off, the employees of the corporate
office of Lynch Corporation became the employees of Lynch Interactive
Corporation and Lynch Interactive Corporation began providing certain support
services to Lynch. The Company was charged a management fee for these services
amounting to approximately $200,000 in 1999.
The net assets of Interactive included in the accompanying audited consolidated
balance sheet as of December 31, 1998 consist of the following: (in thousands)
Cash, cash equivalents and marketable securities ......... $ 27,988
Accounts receivable, net ................................ 18,853
Deferred income taxes .................................... 4,265
Prepaid expenses and other ............................... 6,941
--------
Current assets of subsidiaries distributed to shareholders $ 58,047
========
Property, plant and equipment, net .................... $ 91,183
Goodwill ................................................. 47,740
Investment in and advances to PCS license holders ..... 23,360
Other assets ............................................ 8,012
--------
Non-current assets of subsidiaries
distributed to shareholders ........................... $170,295
========
Notes payable ............................................ $ 2,037
Accounts payable ......................................... 4,662
Accrued liabilities ...................................... 21,902
Current portion of long term debt ........................ 8,639
--------
Current liabilities of subsidiaries
distributed to shareholders ............................ $ 37,240
========
Long Term Debt............................................ $119,024
Deferred income tax ...................................... 13,062
Other long term debt .................................... 4,987
Minority in