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 MARCH 31, 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 07960
MORRISTOWN, NEW JERSEY (Zip Code)
(Address of principal executive offices)
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 MAY 1, 1998
<PAGE>
LYNTON GROUP, INC. AND SUNSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 1998 AND 1997
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31 March 31
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Net revenues $10,706,086 $6,211,691 $17,616,057 $12,083,282
Expenses:
Direct costs 8,143,907 4,657,558 13,579,936 9,261,435
Selling, general and
administrative 1,350,878 755,290 2,058,052 1,414,205
Depreciation 476,946 172,181 656,749 343,195
Amortization of goodwill
and ground lease 141,089 31,913 173,043 63,837
Operating income 593,266 594,749 1,148,277 1,000,610
Amortization of debt
discount and issuance
costs 24,237 19,337 43,574 38,674
Interest 723,558 274,310 1,037,959 515,419
(Loss) income before
provision for income
taxes (154,529) 301,102 66,744 446,517
Income tax provision 8,700 - 37,600 -
Net (loss) income
attributable to
Common Stock $(163,229) $301,102 $29,144 $446,517
Net (loss) income per share of Common Stock :
Basic $(0.03) $0.05 $0.00 $0.07
Diluted $(0.03) $0.05 $0.00 $0.07
</TABLE>
SEE ACCOMPANYING NOTES.
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LYNTON GROUP, INC., AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
MARCH 31, 1998
Note 2. ACQUISITIONS
Assuming the acquisition of Magec had occurred on October 1, 1996 the Company's
pro forma (unaudited) net revenue, net loss, basic and diluted loss per share
for the three and six months ended March 31, 1998 and 1997 are estimated to
have been as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Revenue $10,706,000 $11,563,000 $23,230,000 $22,727,000
Net loss $(163,000) $(126,000) $(205,000) $(179,000)
Basic loss per
common share $(0.03) $(0.02) $(0.03) $(0.03)
Diluted loss per
common share $(0.03) $(0.02) $(0.03) $(0.03)
</TABLE>
<PAGE>
LYNTON GROUP, INC., AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
MARCH 31, 1998
Note 4. EARNINGS PER SHARE
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
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) - - 275,325 -
Assumed conversion of
Convertible Debentures (2) - - - -
Average shares outstanding
- -Diluted earnings per share 6,394,872 6,394,872 6,670,197 6,394,872
BASIS EARNINGS PER SHARE:
Average shares outstanding 6,394,872 6,394,872 6,394,872 6,394,872
Net (loss) income available
to common shareholders $(163,229) $301,102 $29,144 $446,517
Per share amount $(0.03) $0.05 $0.00 $0.07
DILUTED EARNINGS PER SHARE:
Average shares outstanding 6,394,872 6,394,872 6,670,197 6,394,872
Net (loss) income $(163,229) $301,102 $29,144 $446,517
Plus effect of dilutive
securities - - - -
Net income available to
common shareholders plus
assumed conversions $(163,229) $301,102 $29,144 $446,517
Per share amount $(0.03) $0.05 $0.00 $0.07
</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 six
months ended March 31, 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. These potential common shares would be antidilutive in the
three months ended March 31, 1998 due to the net loss in the period and are
therefore excluded from the calculation of diluted earnings per share in that
period. Average market price has been computed using the weighted average market
price of shares traded in the six months ended March 31, 1998.
(2) Certain convertible debentures of the Company, when calculated on an
"if-converted" basis, would be antidilutive for the three and six months ended
March 31, 1998 and are therefore excluded from 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
<TABLE>
<CAPTION>
LYNTON GROUP, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
For the three and six months ended March 31, 1998 and 1997
(Unaudited)
Three Months Ended Six Months Ended
March 31, March 31,
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) - - 275,325 -
Assumed conversion of
Convertible Debentures (2) - - - -
Average shares outstanding
- -Diluted earnings per share 6,394,872 6,394,872 6,670,197 6,394,872
BASIS EARNINGS PER SHARE:
Average shares outstanding 6,394,872 6,394,872 6,394,872 6,394,872
Net (loss) income available
to common shareholders $(163,229) $301,102 $29,144 $446,517
Per share amount $(0.03) $0.05 $0.00 $0.07
DILUTED EARNINGS PER SHARE:
Average shares outstanding 6,394,872 6,394,872 6,670,197 6,394,872
Net (loss) income $(163,229) $301,102 $29,144 $446,517
Plus effect of dilutive
securities - - - -
Net income available to
common shareholders plus
assumed conversions $(163,229) $301,102 $29,144 $446,517
Per share amount $(0.03) $0.05 $0.00 $0.07
</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 six
months ended March 31, 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. These potential common shares would be antidilutive in the
three months ended March 31, 1998 due to the net loss in the period and are
therefore excluded from the calculation of diluted earnings per share in that
period. Average market price has been computed using the weighted average market
price of shares traded in the six months ended March 31, 1998.
(2) Certain convertible debentures of the Company, when calculated on an
"if-converted" basis, would be antidilutive for the three and six months ended
March 31, 1998 and are therefore excluded from the calculation of diluted
earnings per share.
<PAGE>
