SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A(8)
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 4, 1995
LYNCH CORPORATION
Indiana 1-106 38-1799862
(State or other jurisdiction (Commission (IRS Employer
of Corporation) file Number) Identification No.)
8 Sound Shore Drive, Suite 290, Greenwich, Connecticut 06830
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 629-3333
(Former name or former address, if changed since last report)
<PAGE>
Item 7. Financial Statements and Exhibits
This amends Form 8-K/A(7) filed by the Registrant on May 14, 1996, and
filed by the Registrant with respect to an event occurring on October 4, 1995.
The following pro forma financial information are contained herein:
(b) PRO FORMA UNAUDITED FINANCIAL INFORMATION
1. Pro Forma Combined Condensed Statements of Income for the Nine
Months ended September 30, 1995 and the Year Ended December 31,
1995
2. Notes to Pro Forma Combined Condensed Statements of Income
- Spinnaker Industries, Inc.
- Lynch Corporation
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934 the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Lynch Corporation
S/ROBERT E. DOLAN
ROBERT E. DOLAN
Date: June 4, 1996
<TABLE>
<PAGE>
LYNCH CORPORATION AND SUBSIDIARIES
PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<CAPTION>
Lynch
Corporation Spinnaker Lynch
& Subs CPC Adjustments Adjustments Pro Forma
-------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
SALES AND REVENUES:
Multimedia $ 17,503 $ 17,503
Services 91,608 91,608
Manufacturing 119,097 91,269 210,366
-------- -------- -------- -------- --------
228,208 91,269 0 0 319,477
-------- -------- -------- -------- --------
Costs and Expenses:
Multimedia 13,066 13,066
Services 82,598 82,598
Manufacturing 93,687 75,071 (1,099)(A) 167,659
Selling and
Administrative 25,782 11,731 (586)(B) 500(a) 36,927
-------- -------- -------- -------- --------
215,133 86,820 (1,685) 0 300,250
-------- -------- -------- -------- --------
Operating profit 13,075 4,467 1,685 0 19,227
Other income
Investment income 2,197 2,197
Interest income (6,726) (6,612) 500 (12,638)
Share of
operations of
Affiliated
Companies (60) (60)
Gain on sales
of subsidiary
and Affiliate
stock 59 59
-------- -------- -------- -------- --------
INCOME BEFORE INCOME TAXES
AND MINORITY
INTERESTS 8,545 4,467 (4,927) 500 8,585
Provision for
income taxes (3,383) (1,768) 1,721 (10) (170)(b) (3,600)
Minority
interest s (1,588) 85(c) (1,503)
-------- -------- -------- -------- --------
NET INCOME 3,674 2,699 (3,206) 415 3,482
======== ======== ======== ======== ========
Weighted average shares
and share equivalents 1,409,000 1,409,000
Earnings per share $ 2.54 $ 2.47
(A) Adjustment Number: 3 (490)
4 (425)
5 (184)
------
(1,099)
======
(B) Adjustment Number: 3 (86)
5 (32)
6 865
7 (1,333)
------
(586)
======
(C) Adjustment Number: 8 (500)
9 (6,112)
------
(6,612)
======
</TABLE>
<TABLE>
<PAGE>
LYNCH CORPORATION AND SUBSIDIARIES
PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1994
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<CAPTION>
Pro forma
Lynch
Corporation Spinnaker Lynch
& Subs(d) CPC Adjustments Adjustments Pro Forma
-------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
SALES AND REVENUES:
Multimedia $ 22,518 $ 22,518
Services 101,880 101,880
Manufacturing 131,148 108,842 239,990
-------- -------- -------- -------- --------
255,546 108,842 0 0 364,388
-------- -------- -------- -------- --------
Costs and Expenses:
Multimedia 16,453 16,453
Services 92,155 92,155
Manufacturing 108,097 90,239 (890)(A) 197,446
Selling and
Administrative 24,292 13,924 (1,399)(B) 36,817
-------- -------- -------- -------- --------
240,997 104,163 (2,289) 0 342,871
-------- -------- -------- -------- --------
14,549 4,679 2,289 0 21,517
OPERATING PROFIT
Other income (expense):
Investment income 2,332 2,332
Interest expense (8,799) (8,322)(C) 500(a) (16,621)
Share of operations of
Affiliated Companies (301) (301)
Gain on sales of
subsidiary and
affiliate stock 190 190
-------- -------- -------- -------- --------
INCOME BEFORE INCOME TAXES,
MINORITY INTERESTS AND
EXTRAORDINARY ITEM 7,971 4,679 (6,033) 500 7,117
Provision for
income taxes (3,124) (1,825) 2,016(10) (170)(b) (3,103)
Minority interests (1,685) 196(c) (1,489)
-------- -------- -------- -------- --------
INCOME BEFORE EXTRA-
ORDINARY ITEM 3,162 2,854 (4,017) 526 2,525
======== ======== ======== ======== ========
Weighted average shares
and share
equivalents 1,337,000 1,337,000
Income before extra-
ordinary item:
Primary E.P.S. $ 2.37 $ 1.89
Fully diluted E.P.S. $ 2.22 $ 1.83
(A) Adjustment Number: 3 (653)
4 236
5 (473)
------
(890)
======
(B) Adjustment Number: 3 (115)
5 (83)
6 1,150
7 (2,351)
------
(1,399)
======
(C) Adjustment Number: 8 (500)
9 (7,822)
------
(8,322)
======
</TABLE>
SPINNAKER INDUSTRIES, INC.
NOTES TO PRO FORMA COMBINED STATEMENTS OF INCOME
(1) The historical financial statement of Spinnaker for the year ended
December 31, 1994 include on a pro forma basis, the results of operation
of Spinnaker's 81% owned subsidiary, Brown-Bridge Industries, Inc., for
The period from January 1, 1994 through September 19, 1994 (date of
acquisition of Brown-Bridge) as if it were acquired as of January 1,
1994. Included in Spinnaker's results of operations, are $84,470,000 of
net sales and $909,000 of net income related to Brown-Bridge for such
period on a pro form basis.
(2) The pro forma income statements for the year ended December 31, 1994
reflect historical financial statement of CPC for its fiscal year ended
September 30, 1994. The pro forma income statement for the nine months
period ended September 30,1995, reflect the results of CPC for the
period ended January 1, 1995 to September 30, 1995.
(3) Rent expense and property taxes associated with plant which was closed
by seller in 1995 and was not acquired. Sales previously supplied by
the Linden plant will be fulfilled from the acquired facilities.
(4) Adoption of the first-in, first-out method of inventory valuation from
The last-in, first-out (LIFO) method.
(5) Depreciation adjustment on accrued plant, property and equipment,
including depreciation of The leased facility to be purchased from
seller.
(6) Amortization of goodwill over a period of 25 years.
(7) Reduction of management and royalty fees and warehouse rentals paid by
CPC to its parent.
(8) Guaranty fee payable to Spinnaker's parent (Lynch Corporation) in
connection with acquisition indebtedness. Lynch owns 83% of Spinnaker's
outstanding stock and has agreed to guarantee a $25 million note payable
to Alco for a four month period at .5% of The principal amount per month
($125,000 per month).
(9) Interest expense and amortization of deferred financing fees on deb
incurred in connection with the acquisition. Approximately $52 million
of The debt bears interest at a floating rate. A 1% change in The index
would increase (decrease) interest expense $520,000 on an annualized
basis.
(10) Tax effect on a pro forma combined earnings at Spinnaker's effective
rate.
<PAGE>
LYNCH CORPORATION AND SUBSIDIARIES
NOTES TO PRO FORMA
COMBINED CONDENSED
STATEMENT OF INCOME
(a) To reverse guarantee fee recorded by Spinnaker.
(b) To recorded tax effect on (a).
(c) To record a minority interest effect of pro forma adjustments to
Spinnaker's Financial Statements.
(d) The historical financial statements of Lynch Corporation for the year
ended December 31,1994, included on a pro forma basis of the results of
operations of Brown-Bridge Industries for the period from January 1,
1994 through September 19, 1994 (date of acquisition of Brown-Bridge)
and USTC-Kansas, Inc. for the period from January 1, 1994 through
September 26, 1994 (date of acquisition of USTA-Kansas, Inc.)as if they
were acquired on January 1, 1994. See attached Pro Forma Combined
Condensed Statement of Income.
<TABLE>
<PAGE>
LYNCH CORPORATION AND SUBSIDIARIES
PRO FORMA COMBINED CONDENSED STATEMENT ON INCOME
FOR THE YEAR ENDED DECEMBER 31, 1994
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<CAPTION>
Pro forma
Lynch Note(1) Note (1) Note(1) Note (2) Lynch
Corp. Brown- Spinnaker Lynch USTA Note(2) Corp.
& Subs Bridge Adjusts. Adjusts. Kansas Adjusts. & Subs
------- ------ ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
SALES AND REVENUES:
Multimedia $20,144 $2,374 $22,518
Services 101,880 101,880
Manufacturing 66,678 $64,470 131,148
------- ------- ------- ------- ------- ------- -------
188,702 64,470 0 0 2,374 0 255,546
Costs and Expenses:
Multimedia 14,259 2,111 83 $16,453
Services 92,155 92,155
Manufacturing 50,044 58,779 (726) 108,097
Selling and
administrative 21,449 3,443 (600) 24,292
------- ------- ------- ------- ------- ------ -------
177,907 62,222 (1,326) 0 2,111 83 240,997
------- ------- ------- ------- ------- ------ -------
OPERATING PROFIT 10,795 2,248 1,326 0 263 (83) 14,549
Other income (expense):
Investment
income 2,446 (93) (35) 75 (61) 2,332
Interest expense (6,526) (1,666) 126 (660) (73) (8,799)
Share of operations
of affiliated
companies (301) (301)
Gain on sales of
subsidiary and
affiliate stock 190 190
------- ------- ------- ------- ------- ------ -------
INCOME BEFORE INCOME TAXES,
MINORITY INTERESTS
AND EXTRAORDINARY
ITEM 6,604 2,248 (433) 91 (322) (217) 7,971
Provision for
income taxes (2,652) (917) 260 (31) 216 (3,124)
Minority interests (1,360) (249) (76) (1,685)
------- ------- ------- ------- ------- ------- -------
INCOME BEFORE EXTRA-
ORDINARY ITEM $2,592 $1,331 ($422) ($16) ($322) ($1) $3,162
Weighted average
shares and
share equivalents 1,337,000 1,337,000
Income before extra-
ordinary item :
Primary E.P.S. $ 1.94 $ 2.37
Fully diluted E.P.S. $ 1.88 $ 2.22
</TABLE>
NOTES:
(1) The results of Brown-Bridge Industries Inc. and associated adjustments for
Spinnaker and Lynch were filed in a Form 8-K/A(1) on December 2, 1994,
amending a Form 8-K which was originally filed on October 3, 1994.
(2 The results of USTC-Kansas Inc. and associated adjustments were file in a
Form 8-K/A(2) on January 5, 1995, amending a Form 8-K which was originally
filed on October 7, 1994.
