<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _______ TO________
COMMISSION FILE NUMBER 1-14210
LUMEN TECHNOLOGIES, INC.
------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 13-3868804
-------- ----------
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
Suite B-302
555 Theodore Fremd Avenue
Rye, New York 10580
- --------------------------------------- ---------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
Registrant's telephone number, including area code: (914) 967-9400
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 EXCHANGE 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 THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S CLASSES OF
COMMON STOCK AS OF THE LATEST PRACTICABLE DATE.
Common Shares, par value $.01 - 20,209,606 Shares as of November 10, 1998
- -------------------------------------------------------------------------
Page 1 of 13.
Exhibit Index Appears at Page 12.
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED FINANCIAL STATEMENTS
LUMEN TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
<TABLE>
<CAPTION>
(Unaudited)
-----------
September 30, December 31,
------------- ------------
1998 1997
---- ----
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 1,994 $ 762
Trade receivables, net 26,701 10,214
Inventories 29,878 9,534
Investment in and net receivable from discontinued operations 51,567
Other current assets 1,730 6,094
--------- ---------
Total current assets 60,303 78,171
Property and equipment, net 38,813 13,763
Goodwill and intangibles, net 45,249 13,363
Equity in and notes receivable from affiliated companies 8,773
Other assets 7,436 5,619
--------- ---------
Total assets $ 151,801 $ 119,689
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short term debt and current portion of long term debt $ 25,411 $ 25,458
Accounts payable 11,028 4,891
Other accrued expenses 24,044 13,485
--------- ---------
Total current liabilities 60,483 43,834
Long-term debt 28,500 31,349
Non-recourse long-term debt 8,486
Convertible subordinated notes 14,648 23,742
Other liabilities 7,570 8,307
--------- ---------
Total liabilities 119,687 107,232
--------- ---------
Minority interests 237
Mandatorily redeemable preferred stock 9,294
Stockholders' equity:
Common stock - par value $.01; 50,000 shares 207 88
authorized; 20,711 and 8,815 shares issued
Additional paid-in capital 69,975 28,743
Cumulative translation adjustment (38)
Treasury stock - 501 and 2 shares, at cost (2,507) (17)
Accumulated deficit (35,760) (25,651)
--------- ---------
Total stockholders' equity 31,877 3,163
--------- ---------
Total liabilities and stockholders' equity $ 151,801 $ 119,689
========= =========
</TABLE>
2
See accompanying notes to condensed financial statements.
<PAGE> 3
LUMEN TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Quarter ended Nine months ended
September 30, September 30,
---------------------------- -----------------------------
1998 1997 1998 1997
------------ ------------ ------------- ------------
<S> <C> <C> <C> <C>
REVENUES
Net sales $ 36,956 $ 12,057 $ 105,885 $ 35,221
COSTS AND EXPENSES
Cost of sales 23,535 7,599 69,156 21,785
Selling, general and administrative 7,358 1,519 20,363 5,906
Merger and spinoff related nonrecurring, non-cash charges 16,704
Depreciation and amortization 1,196 1,172 3,253 1,841
Interest expense 1,422 862 4,025 2,567
Other income (95) (138) (8) (879)
--------- --------- --------- ---------
Total costs and expenses 33,416 11,014 113,493 31,220
--------- --------- --------- ---------
Income (loss) from continuing operations before taxes 3,540 1,043 (7,608) 4,001
Provision for income taxes 1,239 345 1,702 1,271
Minority interests (1) 114
--------- --------- --------- ---------
Income (loss) from continuing operations 2,302 698 (9,424) 2,730
Income (loss) from discontinued operations 354 (686) 371
--------- --------- --------- ---------
Net income (loss) $ 2,302 $ 1,052 $ (10,110) $ 3,101
========= ========= ========= =========
Comprehensive Income $ (2,259) $ 1,052 $ 10,067 $ 3,101
========= ========= ========= =========
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic 20,663 8,823 17,591 8,798
Diluted 21,400 8,872 18,341 8,829
BASIC EARNINGS (LOSS) PER SHARE
From continuing operations $ 0.11 $ 0.08 $ (0.53) $ 0.31
From discontinued operations 0.04 (0.04) .04
--------- --------- --------- ---------
$ 0.11 $ 0.12 $ (0.57) $ 0.35
========= ========= ========= =========
DILUTED EARNINGS (LOSS) PER SHARE
From continuing operations $ 0.11 $ 0.08 $ (0.53) $ 0.31
From discontinued operations 0.04 (0.04) .04
--------- --------- --------- ---------
$ 0.11 $ 0.12 $ (0.57) $ 0.35
========= ========= ========= =========
</TABLE>
3
See accompanying notes to condensed financial statements.
<PAGE> 4
LUMEN TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Nine months ended
September 30,
-------------------------------
1998 1997
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net cash provided by operating activities
of continuing operations $ 4,187 $ 2,917
Net cash used by operating activities
of discontinued operations (1,854)
-------- --------
Net cash provided by operating activities $ 4,187 $ 1,063
-------- --------
Cash flows from investing activities:
Cash expended on acquisitions, net (9,657) (1,686)
Capital expenditures (2,318) (792)
Net cash used by investing activities
of discontinued operations (34,810)
-------- --------
Net cash used by investing activities $(11,975) $(37,288)
-------- --------
Cash flows from financing activities:
Proceeds from (payments for) revolving credit line (370) 35,471
Proceeds from (payments for) short term obligations (572)
Proceeds from (payments for) long term obligations (5,469) 100
Proceeds from issuances of common stock 1,215 584
Purchases of treasury stock (2,507) (204)
Net cash provided (used) by financing activities
of discontinued operations 16,766 (17)
-------- --------
Net cash provided by financing activities $ 9,063 $ 35,934
-------- --------
Effect of change in exchange rate on cash (43)
Net increase (decrease) in cash $ 1,232 $ (291)
Cash and cash equivalents at beginning of period 762 2,164
-------- --------
Cash and cash equivalents at end of period $ 1,994 $ 1,873
======== ========
</TABLE>
SUPPLEMENTAL CASH FLOW INFORMATION:
Non-cash investing and financing activities:
In March 1998, the Company completed the ILC Merger and Spinoff (as defined in
Note 1). In connection with these transactions, certain assets and liabilities
of the Company were assigned to Bolle, Inc. ("Bolle") pursuant to the
Contribution Agreement (as defined in Note 1). In addition, the Company
contributed approximately $17 million of intercompany receivables to its
investment in Bolle prior to the Spinoff.
The Company canceled its Series A Mandatorily Redeemable Preferred Stock of $9.3
million in exchange for the settlement of a portion of the intercompany
receivables from Bolle described above.
4
See accompanying notes to condensed financial statements.
<PAGE> 5
LUMEN TECHNOLOGIES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
On March 11, 1998, Lumen Technologies, Inc. (the "Company") distributed its
subsidiary, Bolle Inc. ("Bolle"), to its stockholders via a spinoff (the
"Spinoff"). In the Spinoff, Company stockholders received one share of Bolle
common stock for every three shares of Company common stock. In conjunction with
the Spinoff, the Company and Bolle entered into a Management Services Agreement
(the "Management Services Agreement") and a Bill of Sale and Assignment
Agreement (the "Contribution Agreement"). The Management Services Agreement
provides management services to Bolle for an agreed fee. The Company has
assigned, effective January 1, 1999, all of its rights and obligations under the
Management Services Agreement to Marlin Holdings, Inc. In accordance with the
Contribution Agreement, (i) the Company assigned to Bolle all of the Company's
assets other than the assets related to the ORC Technologies, Inc. ("ORC")
Business (as defined in the Contribution Agreement) and certain other specific
assets retained by the Company, and (ii) Bolle assumed all of the Company's
liabilities prior to the Spinoff other than those related to the ORC Business
and certain specific liabilities.
On March 12, 1998, the Company (through its wholly-owned subsidiary, BILC
Acquisition Corp.) completed its merger with ILC Technologies, Inc. ("ILC
Merger"). Under the terms of the agreement, ILC shareholders received 2.2042
shares of Company Common Stock for each share of ILC common stock outstanding.
Immediately prior to and in conjunction with the ILC Merger, the Company changed
its name to Lumen Technologies, Inc. and effected a one-for-two reverse stock
split. The effect of the one-for-two reverse split has been retroactively
presented in these financial statements.
The accompanying unaudited condensed financial statements reflect (i) the
continuing operations of ORC and ILC; (ii) Bolle net assets as of December 31,
1997 as "Investment in and net receivables from discontinued operations" and
Bolle's results of operations as discontinued for all periods presented; (iii)
the ILC Merger; and, (iv) the disposition of certain assets and liabilities
pursuant to the Contribution Agreement.
The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles, Regulation S-X and the
instructions for Form 10-Q. These statements contain all adjustments, consisting
only of normal, recurring adjustments, except for adjustments made in connection
with the Spinoff and ILC Merger (as described in Notes 3 and 4) which occurred
in the first quarter of 1998, which in the opinion of management are necessary
to fairly present the consolidated financial position of the Company as of
September 30, 1998 and its results of operations for the three and nine months
ended September 30, 1998 and 1997 and its cash flows for the nine months ended
September 30, 1998 and 1997. The results of operations of the interim periods
presented are not necessarily indicative of the results to be expected for the
full fiscal year. The consolidated balance sheet as of December 31, 1997
reflects the investment in discontinued operations. These condensed financial
statements should be read in conjunction with the financial statements and notes
thereto included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1997.
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and
Hedging Activities, in July 1998. The Statement establishes accounting and
reporting standards for derivative instruments and hedging activities. It
requires that all derivatives be recognized as either assets or liabilites and
that these instruments be measured at fair value. This standard, which is
effective for fiscal quarters of fiscal years beginning after June 15, 1999, is
not expected to have a material impact on the Company.
NOTE 2 - DISCONTINUED OPERATIONS
On March 11, 1998, the Company completed the Spinoff. Accordingly, the results
of operations of Bolle have been included in discontinued operations for the
nine months ended September 30, 1997 and for the period from January 1, 1998
until the Spinoff.
5
<PAGE> 6
Summarized information on the combined discontinued operations follows (in
thousands):
<TABLE>
<CAPTION>
Nine months ended
September 30,
1998 1997
---- ----
<S> <C> <C>
Net sales $ 6,705 $ 20,670
(Loss) Income from discontinued operations before taxes $ (949) $ 584
Income tax (benefit) provision (370) 196
Preferred stock dividend 107
Minority interest 17
------- --------
(Loss) Income from discontinued operations $ (686) $ 371
======= ========
</TABLE>
NOTE 3 - ILC MERGER
As described in Note 1, on March 12, 1998, the Company completed the ILC Merger
in a transaction accounted for as a purchase. To effect the ILC Merger, the
Company acquired all of the shares of ILC in exchange for 10.9 million shares of
Company common stock. Total consideration including $10.2 million of merger
related expenses was $67.5 million. A summary of the preliminary allocation of
purchase price is as follows:
<TABLE>
<S> <C>
(in thousands)
Current assets $ 23,836
Property and equipment 25,873
Goodwill and intangibles 35,209
Other assets 95
Current liabilities (12,902)
Long term liabilities (4,568)
--------
$ 67,543
--------
</TABLE>
The Company determined that net book value approximated fair value for current
assets, other assets, current liabilities and other liabilities, except for
certain adjustments to inventories and trade receivables. Reserves of $3.2
million were established as part of purchase accounting for integration and
other expenses. Land and buildings were revalued based on independent appraisals
resulting in a step up of $4.3 million. For all other property, plant and
equipment, book value was assumed to approximate fair value.
Based on work carried out to date by an independent appraisal firm and
management's estimates, in process research and development costs acquired
approximated $7.0 million. See Note 4.
The remainder of the excess of purchase price over book value of $28.2 (after
the purchased in process research and development charge of $7.0 million) was
allocated to goodwill which is being amortized over 40 years.
NOTE 4 - MERGER AND SPINOFF RELATED NONRECURRING, NON-CASH CHARGES
The Company's merger and spinoff related nonrecurring, non-cash charges of $16.7
million during the quarter ended March 31, 1998 include the following:
(i) a $9.7 million nonrecurring, non-cash compensation charge relating to
stock options. In connection with the ILC Merger and Spinoff, the
Company stock option grants outstanding at March 11, 1998 were changed
into separate Company and Bolle stock option grants in order to
maintain the option holders' economic position equivalent to that
immediately prior to the ILC Merger and Spinoff, in each of the
separate companies. The changes to the option grants resulted in a
nonrecurring, non-cash compensation
6
<PAGE> 7
charge equal to the excess of fair market value over the exercise
price of the new grants of $9.7 million with a corresponding credit
being recorded to additional paid in capital. The charge is reflected
in the Company's financial statements for the quarter ended March 31,
1998; and,
(ii) a $7.0 million write-off of in process research and development costs
("R&D") acquired in connection with the ILC Merger. Purchased in
process R&D includes the value of products in the development stage
which at the date of acquisition are not considered to have reached
technological feasibility. In accordance with Financial Accounting
Standards Board Interpretation No. 4, purchased in process R&D is
required to be expensed by the acquirer. Accordingly, $7.0 million of
the purchase price of ILC was expensed during the first quarter ended
March 31, 1998.
NOTE 5 - SUBSEQUENT EVENTS
On October 21, 1998, the Company entered into an Agreement and Plan of Merger
(the "Agreement"), dated as of October 21, 1998, among EG&G, Inc. (the
"Parent"), Lighthouse Weston Corp., a wholly owned subsidiary of the Parent
(the "Purchaser") and the Company, pursuant to which the Parent agreed to
acquire the Company for approximately $250 million in cash and assumed debt.
Under the terms of the Agreement, subject to certain conditions, Purchaser
agreed to commence a tender offer to purchase all outstanding shares of the
Company's common stock for $7.75 per share in cash. The Agreement also
provides that following consummation of the tender offer, Purchaser will be
merged with Lumen and any remaining shares of the Company's common
stock will be converted into the right to receive $7.75 per share. On October
27, 1998, Parent commenced a tender offer to purchase all outstanding shares of
the Company's common stock. The tender offer was made by Purchaser upon the
terms and subject to the conditions set forth in the Offer To Purchase, dated
October 27, 1998, and related Letter of Transmittal (the "Offer") and is
outlined in the Company's Schedule 14D-9 filed with the Securities and Exchange
Commission and mailed to stockholders.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
In March 1998, the Company completed the acquisition of ILC Technology, Inc.
("ILC") (the "ILC Merger"). As of January 1, 1998, the Company increased its
effective common stock ownership of Voltarc Technologies, Inc. ("Voltarc") to
50%. Accordingly, the Company has consolidated Voltarc for the current year
periods presented. The current year results are therefore not comparable to
historical results.
RESULTS OF OPERATIONS
QUARTER ENDED SEPTEMBER 30, 1998 COMPARED TO QUARTER ENDED SEPTEMBER 30, 1997
For the quarter ended September 30, 1998, net sales were $3.6 million compared
to $12.1 million for the quarter ended September 30, 1997. This increase was
primarily due to the inclusion of acquisitions completed at the beginning of
1998, as well as internal growth.
Gross margin of 36% for the quarter ended September 30, 1998 decreased from 37%
for the quarter ended September 30, 1997 due to the different mix of business.
Selling, general and administrative expenses of $7.4 million for the quarter
ended September 30, 1998 increased $5.8 million from the quarter ended September
30, 1997 primarily due to the acquisitions completed. As a percentage of net
sales, selling, general and administrative expenses were 20% for the current
quarter and 13% for the prior year quarter.
Depreciation and amortization was $1.2 million during the quarter ended
September 30, 1998 and also for the quarter ended September 30, 1997.
7
<PAGE> 8
Interest expense of $1.4 million for the quarter ended September 30, 1998
increased from $0.9 million for the quarter ended September 30, 1997 due to the
acquisitions of Voltarc and ILC and the related higher average debt balance in
the current quarter.
The Company's effective tax rate of 35% for the quarter ended September 30, 1998
reflects the quarter's portion of the Company's effective annual tax rate of
35%. This compares to an effective tax rate of 32% for the third quarter of
1997.
NINE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 1997
Net sales for the nine months ended September 30, 1998 were $105.9 million, an
increase from $35.2 million for the nine months ended September 30, 1997. The
increase is due to the acquisitions completed this year in addition to internal
sales growth.
Gross margin for the nine months ended September 30, 1998 was 35% versus 38% for
the nine months ended September 30, 1997. This decrease is due to the different
mix of business resulting from the acquisitions.
Selling, general and administrative expenses for the nine months ended September
30, 1998 were $20.4 million or 19% of net sales compared to $5.9 million or 17%
of net sales for the nine months ended September 30, 1997. This increase is due
to the acquisitions of ILC and Voltarc.
The Company's merger and spinoff related nonrecurring, non-cash charges of $16.7
million during the nine months ended September 30, 1998 includes a $9.7 million
nonrecurring, non-cash compensation charge relating to stock options and a $7.0
million write-off of in process research and development costs acquired in
connection with the ILC Merger.
Depreciation and amortization increased to $3.3 million during the nine months
ended September 30, 1998 from $1.8 million for the nine months ended September
30, 1997. This increase is due to the goodwill and fixed asset depreciation
added with the acquisitions referred to above.
Interest expense of $4.0 million for the nine months ended September 30, 1998
increased from $2.6 million for the nine months ended September 30, 1997 also
due to acquisitions of Voltarc and ILC. The Company's cost of capital has not
changed significantly; however, Voltarc's non-recourse debt is at a higher cost
of capital than the Company's senior indebtedness.
The Company's tax charge of $1.7 million reflects the Company's effective annual
tax rate of 35% offset by two items in the nonrecurring, non-cash charge which
result in permanent tax differences to the Company: (i) the Bolle portion of the
stock compensation charge, and (ii) the in process research and development
charge. This compares to an effective tax rate of 32% for the nine months ended
September 30, 1997.
OTHER MATTERS
The Company utilizes and relies upon software and related technologies
throughout its businesses that may be affected by the year 2000. The Company's
two main subsidiaries ORC Technologies Inc., and ILC Technology, Inc. are year
2000 compliant. The Company's subsidiary Voltarc Technologies Inc. is planning
to install Year 2000 compliant software by July 1, 1999 for an estimated cost of
approximately $225,000. There are no other critical systems in the Company which
require year 2000 compliance. If this implementation does not go as planned, a
contingency plan will be developed and approved by June 30, 1999. With this
implementation and personal computer application upgrades being performed
Company-wide, management believes the Company will be materially Year 2000
compliant. The Company has assessed its third party Year 2000 risks through
discussions with customers and vendors and developed strategies to mitigate any
risk with those customers and vendors. Accordingly, management believes that
there will be minimal detrimental effects of Year 2000 issues with its customers
and vendors.
8
<PAGE> 9
LIQUIDITY AND CAPITAL RESOURCES
For the nine months ended September 30, 1998, the Company provided cash from
operations of $4.2 million. ILC Merger and Bolle Spinoff expenses paid during
the nine months ended September 30, 1998 have been included in investing
activities as part of cash paid for acquisitions. Cash paid for acquisitions in
1998 also includes additional cash paid to purchase the additional 20% of
Voltarc and 50% of Wolfram Electric, Inc. Cash on hand was used to pay down
credit facilities. Proceeds from issuance of common stock consisted of stock
option exercises during the period.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Approximately $7.4 million of the Company's assets as of September 30, 1998 were
denominated in British Pounds Sterling. The Company may from time to time enter
into forward or option contracts to hedge the related foreign exchange risks.
The Company does not enter into market risk sensitive transactions for trading
or speculative purposes.
The Company's indebtedness is sensitive to changes in interest rates. Interest
rates are reset to market rates every 30-90 days.
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
On October 21, 1998, the Company entered into an Agreement and Plan of Merger
(the "Agreement"), dated as of October 21, 1998, among EG&G, Inc. (the
"Parent"), Lighthouse Weston Corp., a wholly owned subsidiary of the Parent
(the "Purchaser") and the Company, pursuant to which the Parent agreed to
acquire the Company for approximately $250 million in cash and assumed debt.
Under the terms of the Agreement, subject to certain conditions, Purchaser
agreed to commence a tender offer to purchase all outstanding shares of the
Company's common stock for $7.75 per share in cash. The Agreement also
provides that following consummation of the tender offer, Purchaser will be
merged with Lumen and any remaining shares of the Company's common
stock will be converted into the right to receive $7.75 per share. On October
27, 1998, Parent commenced a tender offer to purchase all outstanding shares of
the Company's common stock. The tender offer was made by Purchaser upon the
terms and subject to the conditions set forth in the Offer To Purchase, dated
October 27, 1998, and related Letter of Transmittal (the "Offer") and is
outlined in the Company's Schedule 14D-9 filed with the Securities and Exchange
Commission and mailed to stockholders.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS:
27 Financial Data Schedule (for electronic filing only).
9
<PAGE> 10
(b) REPORTS ON FORM 8-K:
Current Reports on Forms 8-K were filed during the quarter for which
this Form 10-Q is filed:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
REPORT ITEMS DATE OF REPORT
REPORTED/FINANCIAL
STATEMENTS FILED
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Form 8-K Reported under Item 2 the merger of March 11, 1998
ILC Technology, Inc. in and with a
wholly-owned subsidiary of the
registrant and the spinoff of the
Registrant's interest in Bolle Inc.;
and, reporting under Item 5 certain
other corporate actions, including
(without limitation) a one-for-two
reverse stock split under Item 5 of the
spinoff by the Registrant.
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
10
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
LUMEN TECHNOLOGIES, INC.
Date: November 12, 1998 By: /s/ Martin E. Franklin
--------------------------------
Martin E. Franklin
Chairman
Date: November 12, 1998 By: /s/ Ian G.H. Ashken
--------------------------------
Ian G.H. Ashken
Chief Financial Officer
11
<PAGE> 12
EXHIBIT INDEX
The following Exhibits are filed herewith or incorporated by reference:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
27 Financial Data Schedule (for electronic filing only)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 1,994
<SECURITIES> 0
<RECEIVABLES> 26,701
<ALLOWANCES> 0
<INVENTORY> 29,878
<CURRENT-ASSETS> 1,730
<PP&E> 38,813
<DEPRECIATION> 0
<TOTAL-ASSETS> 151,801
<CURRENT-LIABILITIES> 60,483
<BONDS> 14,648
0
0
<COMMON> 207
<OTHER-SE> 31,670
<TOTAL-LIABILITY-AND-EQUITY> 151,801
<SALES> 105,885
<TOTAL-REVENUES> 105,885
<CGS> 69,156
<TOTAL-COSTS> 69,156
<OTHER-EXPENSES> 40,312
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,025
<INCOME-PRETAX> (7,608)
<INCOME-TAX> 1,702
<INCOME-CONTINUING> (9,424)
<DISCONTINUED> (686)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (10,110)
<EPS-PRIMARY> .57
<EPS-DILUTED> .57
</TABLE>
