SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 30, 1998
[ ] 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: 0-6867
LYNTON GROUP, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 13-2688055
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
9 AIRPORT ROAD
MORRISTOWN MUNICIPAL AIRPORT
MORRISTOWN, NEW JERSEY 07960
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 292-9000
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 Issuer's classes of
common stock, as of the latest practicable date:
Common, $.30 par value per share: 6,394,872
Outstanding as of JULY 31, 1998
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LYNTON GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 1998 AND 1997
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
June 30 June 30
------------------------ -------------------------
1998 1997 1998 1997
----------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Net revenues $14,344,481 $6,428,379 $31,960,538 $18,511,661
Expenses:
Direct costs 10,894,680 4,735,813 24,474,616 13,997,248
Selling, general and
administrative 1,467,293 833,429 3,525,345 2,247,634
Depreciation 503,007 172,420 1,159,756 515,615
Amortization of goodwill
and ground lease 172,611 31,918 345,654 95,755
Operating income 1,306,890 654,799 2,455,167 1,655,409
Amortization of debt discount
and issuance costs 33,685 19,336 77,259 58,010
Interest 645,084 308,462 1,683,043 823,881
Income before provision
for income taxes 628,121 327,001 694,865 773,518
Income tax provision 24,889 44,000 62,489 44,000
Net income attributable
to Common Stock $603,232 $283,001 $632,376 $729,518
Net income per share of Common Stock :
Basic $0.09 $0.04 $0.10 $0.11
Diluted $0.05 $0.04 $0.07 $0.11
</TABLE>
SEE ACCOMPANYING NOTES.
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LYNTON GROUP, INC., AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
JUNE 30, 1998
Note 2. ACQUISITIONS
Assuming the acquisition of Magec had occurred on October 1, 1996 the Company's
pro forma (unaudited) net revenue, net income, basic and diluted income per
share for the three and nine months ended June 30, 1998 and 1997 are estimated
to have been as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
$000s June 30, June 30,
------------------ -----------------
1998 1997 1998 1997
-------- ------- ------- -------
<S> <C> <C> <C> <C>
Revenue $14,344 $11,822 $37,574 $34,550
Net income $603 $237 $398 $58
Basic income per common share $0.09 $0.03 $0.06 $0.00
Diluted income per common share $0.05 $0.03 $0.04 $0.00
</TABLE>
<PAGE>
LYNTON GROUP, INC., AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
JUNE 30, 1998
Note 4. EARNINGS PER SHARE
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
June 30, June 30,
---------------------- ----------------------
1998 1997 1998 1997
---------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
Weighted average shares of
Common Stock outstanding 6,394,872 6,394,872 6,394,872 6,394,872
- - - -
Average shares outstanding
- Basic earnings per share 6,394,872 6,394,872 6,394,872 6,394,872
Weighted average shares of
Common Stock outstanding 6,394,872 6,394,872 6,394,872 6,394,872
Weighted average of Common
Stock equivalents (1) 211,154 - 211,154 -
Assumed conversion of
Convertible Debentures (2) 6,611,000 - 4,665,517 -
Average shares outstanding
- Diluted earnings
per share 13,217,026 6,394,872 11,271,543 6,394,872
BASIC EARNINGS PER SHARE :
Average shares outstanding 6,394,872 6,394,872 6,394,872 6,394,872
Net income available to
common shareholders $603,232 $283,001 $632,376 $729,518
Per share amount $0.09 $0.04 $0.10 $0.11
DILUTED EARNINGS PER SHARE :
Average shares outstanding 13,217,026 6,394,872 11,271,543 6,394,872
Net income $603,232 $283,001 $632,376 $729,518
Plus effect of dilutive
securities 89,643 - 199,097 -
Net income available to
common shareholders plus
assumed conversions $692,875 $283,001 $831,473 $729,518
Per share amount $0.05 $0.04 $0.07 $0.11
</TABLE>
(1) Certain options to purchase shares of Common Stock of the Company that have
an excercise price below the average market price of common stock for the three
and nine months ended June 30, 1998, had a dilutive effect on earnings per share
and are therefore included on a weighted average basis in the calculation of
diluted earnings per share. Average market price has been calculated using the
weighted average market price of shares traded in the three and nine months
ended June 30, 1998.
(2) Certain convertible debentures of the Company, when calculated on an
"if-converted" basis, had a dilutive effect on earnings per share for the three
and nine months ended June 30, 1998 and are therefore included in the
calculation of diluted earnings per share.
<PAGE>
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.
LYNTON GROUP, INC.
Dated: NOVEMBER 2, 1998 By: /S/ CHRISTOPHER TENNANT
Christopher Tennant, President
and Chief Executive Officer
Dated: NOVEMBER 2, 1998 By: /S/ PAUL A. BOYD
Paul A. Boyd, Secretary, Treasurer and
Principal Financial Officer
<PAGE>
Exhibit 11 - Computation of per share earnings
LYNTON GROUP, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
For the three and nine months ended June 30, 1998 and 1997
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
June 30, June 30,
---------------------- ----------------------
1998 1997 1998 1997
---------- --------- ---------- ---------
<S> <C> <C> <C> <C>
Weighted average shares of
Common Stock outstanding 6,394,872 6,394,872 6,394,872 6,394,872
- - - -
Average shares outstanding
- Basic earnings per share 6,394,872 6,394,872 6,394,872 6,394,872
Weighted average shares of
Common Stock outstanding 6,394,872 6,394,872 6,394,872 6,394,872
Weighted average of Common
Stock equivalents (1) 211,154 - 211,154 -
Assumed conversion of
Convertible Debentures (2) 6,611,000 - 4,665,517 -
Average shares outstanding
- Diluted earnings
per share 13,217,026 6,394,872 11,271,543 6,394,872
BASIC EARNINGS PER SHARE :
Average shares outstanding 6,394,872 6,394,872 6,394,872 6,394,872
Net income available to
common shareholders $603,232 $283,001 $632,376 $729,518
Per share amount $0.09 $0.04 $0.10 $0.11
DILUTED EARNINGS PER SHARE :
Average shares outstanding 13,217,026 6,394,872 11,271,543 6,394,872
Net income $603,232 $283,001 $632,376 $729,518
Plus effect of dilutive
securities 89,643 - 199,097 -
Net income available to
common shareholders plus
assumed conversions $692,875 $283,001 $831,473 $729,518
Per share amount $0.05 $0.04 $0.07 $0.11
</TABLE>
(1) Certain options to purchase shares of Common Stock of the Company that have
an exercise price below the average market price of common stock for the three
and nine months ended June 30, 1998, had a dilutive effect on earnings per share
and are therefore included on a weighted average basis in the calculation of
diluted earnings per share. Average market price has been computed using the
weighted average market price of shares traded in the three and nine months
ended June 30, 1998.
(2) Certain convertible debentures of the Company, when calculated on an
"if-converted" basis, had a dilutive effect on earnings per share for the three
and nine months ended June 30, 1998 and are therefore included in the
calculation of diluted earnings per share.
<PAGE>
