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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, 1998 Commission file number 1-106
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 of (I.R.S. Employer Identification No.)
incorporation or organization
401 Theodore Fremd Avenue, Rye, New York 10580
(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:
Name of each exchange
Title of each class on which registered
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 19, 1999 of $78 per share) was $84,434,844. (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
1,418,248 as of March 19, 1999.
DOCUMENTS INCORPORATED BY REFERENCE:
Part III: Certain portions of Registrant's Proxy Statement for the 1999
Annual Meeting of Shareholders.
FORWARD LOOKING INFORMATION
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This Form 10-K contains certain forward looking information, including
without limitation the possibility of a spin-off, a "harvesting of assets"
initiative (pg.3), Item 1-I.A "Regulatory Environment" and possible changes
thereto and "Competition" (pgs. 5-8), Item 1-I.C "Personal Communications
Services ("PCS")", including without limitation the risks described (pgs.
10-12), Item 1-II. Morgan "Growth Strategy" (p.13-14), Item 7. "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
including without limitation Financial Condition, the cost cutting initiative, a
possible reevaluation of Registrant's investment in Fortunet, Year 2000
information, and Market Risk, and Notes to Financial Statements (Item 14(a)
below). It should be recognized that such information are 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
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ITEM 1. BUSINESS
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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 multimedia, services and manufacturing. Lynch's executive offices are
located at 401 Theodore Fremd Avenue, Rye, New York 10580-1430. Its current
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. For the year ended December 31, 1998,
multimedia operations provided 11% of the Registrant's consolidated revenues;
services operations provided 29% of the Registrant's consolidated revenues; and
total manufacturing operations provided 60% of the Registrant's consolidated
revenues. As used herein, the Registrant includes subsidiary corporations.
Registrant has been pursuing segmentation of its businesses, through a
spin-off of its multimedia and services operations. There are a number of
matters to be examined in connection with a possible spin-off, including without
limitation tax consequences, and there is no assurance that such a spin-off will
be effected.
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Harvesting Initiative.
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In November 1998, Registrant announced a "harvesting" initiative, i.e., an
effort to monetize certain assets, including considering selling all or portions
of certain operating entities. These may include Registrant's minority interests
in network affiliated television stations, its 61% interest in Spinnaker
Industries, Inc. and certain telephone operations where competitive local
exchange carrier opportunities are not readily apparent. In addition, Registrant
has been searching for a way to accelerate growth at its M-tron subsidiary as
well as providing Registrant with a more financially visible investment therein.
As part of this initiative, in December 1998, Registrant sold its DirectTV
franchise serving certain counties in New Mexico for approximately $3.1 million.
Spinnaker has retained Schroder & Co., Inc. to seek strategic alternatives,
including a possible sale of all or a portion of its business, merger or other
combination of Spinnaker. There is no assurance that any transaction can be
consummated on terms favorable to Registrant.
I. MULTIMEDIA
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A. Telecommunications
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Operations. The Registrant conducts its telecommunications operations
through subsidiary corporations. The telecommunications segment has been
expanded through the selective acquisition of local exchange telephone companies
serving rural areas and by offering additional services such as Internet service
and long distance service. From 1989 through 1998, Registrant has acquired ten
telephone companies, five of which have indirect minority ownership of 2% to
20%, whose operations range in size from approximately 500 to over 10,000 access
lines. Registrant's telephone operations are located in Kansas, Michigan, New
Hampshire, New Mexico, New York, North Dakota and Wisconsin. As of December 31,
1998, total access lines were approximately 37,600, 100% of which are served by
digital switches.
These subsidiaries' principal business is providing telecommunications
services. These services fall into four major categories: local network, network
access, long distance and other non-regulated telecommunications services. Toll
service to areas outside franchised telephone service territory is furnished
through switched and special access connections with intrastate and interstate
long distance networks.
The Company holds franchises, licenses and permits adequate for the conduct
of its business in the territories which it serves.
Future growth in telephone operations is expected to be derived from the
acquisition of additional telephone companies, from providing service to new
customers or additional services to existing customers, from upgrading existing
customers to higher grades of service, and from additional service offerings.
The following table summarizes certain information regarding the Registrant's
telephone operations.
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YEAR ENDED DECEMBER 31
Telephone Operations 1998 1997 1996
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Access lines* .............................. 37,604 36,525 28,984
% Residential ............................. 75% 75% 74%
% Business (nonresidential) ............... 25% 25% 26%
Total revenues ($000s) ..................... 46,265 43,824 28,608
% Local service ........................... 16% 17% 14%
% Network access and long distance ........ 78% 73% 73%
% Other ................................... 6% 10% 13%
* An "access line" is a telecommunications circuit between the customer's
establishment and the central switching office.
Telephone Acquisitions. The Registrant pursues an active program of
acquiring operating telephone companies. From January 1, 1989 through December
31, 1998, Lynch has acquired ten telephone companies serving a total of
approximately 30,950 access lines at the time of these acquisitions for an
aggregate consideration totaling approximately $135 million. In November 1996, a
subsidiary of Registrant acquired the stock of Dunkirk & Fredonia Telephone
Company and its subsidiaries, Cassadaga Telephone Corporation and Comantel, Inc.
(collectively "DFT") for approximately $22 million. DFT serves approximately
12,000 access lines in western New York, including the community of Fredonia,
the Village of Cassadaga and the Hamlet of Stockton. DFT also owns and operates
other telecommunications businesses, including Internet, long distance resale,
security systems, and sales and servicing of telecommunications equipment. In
the spring of 1997, Registrant acquired the stock of Upper Peninsula Telephone
Company ("UPTC") for approximately $26.5 million. UPTC serves approximately
6,800 access lines located primarily in the Upper Peninsula of Michigan.
The Registrant continually evaluates acquisition opportunities targeting
domestic rural telephone companies with a strong market position, good growth
potential and predictable cash flow. In addition, Registrant has generally
sought companies with excellent local management already in place who will
remain active with their company. Recently, certain large telephone companies
have offered certain of their rural telephone exchanges for sale, often on a
state-wide or larger area basis. Registrant has and in the future may, bid on
such groups of exchanges. Telephone holding companies and others actively
compete for the acquisition of telephone companies and such acquisitions are
subject to the consent or approval of regulatory agencies in most states. While
management believes that it will be successful in making additional
acquisitions, there can be no assurance that the Registrant will be able to
negotiate additional acquisitions on terms acceptable to it or that regulatory
approvals, where required, will be received.
Related Services and Investments. The Registrant also provides
non-regulated telephone related services, including internet access service and
long distance resale service, in certain of its telephone service (and adjacent)
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areas. The Registrant also intends to provide local telephone and other
telecommunications service outside certain of its franchise areas by
establishing competitive local exchange carrier ("CLEC") operations in certain
adjacent areas. Affiliates of seven of Registrant's telephone companies now
offer internet access service. At December 31, 1998, internet access customers
totaled approximately 8,000 compared to approximately 3,500 at December 31,
1997.
In late 1998, an affiliate of Dunkirk & Fredonia Telephone Company began
providing long distance resale service, and affiliates of certain of
Registrant's other telephone companies are considering becoming a long distance
reseller.
An affiliate of Dunkirk & Fredonia Telephone Company expects to begin
providing CLEC service on a resale basis in neighboring Dunkirk, NY in the
second quarter of 1999. Affiliates of Inter-Community Telephone Company in North
Dakota and Western New Mexico Telephone Company in New Mexico have filed with
the state regulatory commissions to provide CLEC services in those states. Final
plans to offer CLEC service in areas adjacent to Registrant's telephone
operations in those states have not been completed. In December 1998, Registrant
also acquired a 10 MHZ license to provide PCS services in the Las Cruces, New
Mexico BTA and is considering how to utilize that license.
At December 31, 1998, the Registrant owned minority interests in certain
entities that provide wireless cellular telephone service in several Rural
Service Areas ("RSA's") in New Mexico and North Dakota, covering areas with a
total population of approximately 305,000, of which the Registrant's
proportionate interest is approximately 10,000.
The operating results of these services and investments have not been
material to date, although Registrant expects its CLEC services to incur
operating losses initially.
Regulatory Environment. Operating telephone companies are regulated by
state regulatory agencies with respect to its intrastate telephone services and
the Federal Communications Commission ("FCC") with respect to its interstate
telephone service and, with the enactment of the Telecommunications Act of 1996
(the "1996 Act"), certain other matters relating principally to fostering local
and intrastate competition.
The Registrant's telephone subsidiaries participate in the National
Exchange Carrier Association ("NECA") common line and traffic sensitive tariffs
and participate in the access revenue pools administered by NECA for interstate
services. Where applicable, the Company's subsidiaries also participate in
similar pooling arrangements approved by state regulatory authorities for
intrastate services. Such interstate and intrastate arrangements are intended to
compensate local exchange carriers ("LEC's"), such as the Registrant's operating
telephone companies, for the costs, including a fair rate of return, of
facilities furnished in originating and terminating interstate and intrastate
long distance services.
In addition to access pool participation, certain of the Registrant's
subsidiaries are compensated for their intrastate costs through billing and
keeping access charge revenues (without participating in an access pool). The
intrastate access charge revenues are developed based on intrastate access rates
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filed with the state regulatory agency.
In addition, a 1989 FCC decision provided for price cap regulation for
certain interstate services. The price cap approach differs from traditional
rate-of-return regulation by focusing primarily on the prices of communications
services. The intention of price cap regulation is to focus on productivity and
the approved plan for telephone operating companies. This allows for the sharing
with its customers of profits achieved by increasing productivity. Alternatives
to rate-of-return regulation have also been adopted or proposed in some states
as well. Inter-Community Telephone Company is an example of one such subsidiary
which has elected a price cap limitation on intrastate access charges. However,
management does not believe that this agreement will have a material effect on
the Registrant's results. In certain states, regulators have ordered the
restructuring of local service areas to eliminate nearby long distance calls and
substitute extended calling areas.
Various aspects of federal and state telephone regulation have in recent
years been subject to re-examination and on-going modification. In February
1996, the Telecommunications Act of 1996 (the "1996 Act"), which is the most
substantial revision of communication law since the 1930's, became law. The 1996
Act is intended generally to allow telephone, cable, broadcast and other
telecommunications providers to compete in each other's businesses, while
loosening regulation of those businesses. Among other things, the Act (i) would
allow major long distance telephone companies and cable television companies to
provide local exchange telephone service; (ii) would allow new local telephone
service providers to connect into existing local telephone exchange networks and
purchase services at wholesale rates for resale; (iii) would provide for a
commitment to universal service for high-cost, rural areas and authorizes state
regulatory commissions to consider their status on certain competition issues;
(iv) would allow the Regional Bell Operating Companies to offer long distance
telephone service and enter the alarm services and electronic publishing
businesses; (v) would remove rate regulation over non-basic cable service in
three years; and (vi) would increase the number of television stations that can
be owned by one party.
Although the FCC has completed numerous regulatory proceedings required to
implement the 1996 Act, the FCC is still in the process of promulgating new
regulations covering these and related matters. For certain issues, the FCC
bifurcated the proceedings between price cap and rate-of-return companies or in
the case of the Universal Service Fund (USF) between rural and non-rural
companies. In several cases, the regulations for the price-cap (or non-rural)
local exchange carriers (LECs) have been or are being determined first, followed
by separate proceedings for rate-of-return (or rural) companies. Since all of
the Registrant's telephone subsidiaries are rural, rate-of-return companies for
the interstate jurisdiction, many of the issues are yet to be resolved by the
FCC for the Registrant's subsidiaries. Current or anticipated proceedings, which
could have significant revenue impacts for rural, rate-of-return companies,
include changes in access charge regulations, jurisdictional separations rules
(which allocate costs between interstate and intrastate services), reevaluation
of the interstate rate-of-return, and permanent USF procedures.
The USF is intended, among other things, to provide special support funds
to high cost rural LECs so that they can provide affordable services to their
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customers notwithstanding their high cost due to low population density. In May
1997, the FCC adopted interim USF procedures effective January 1, 1998 which
continue to use actual embedded costs for rural companies. The interim
procedures transferred the Weighted DEM (which is a subsidy related to central
office switching equipment) and Long-Term Support (LTS) to the USF and required
all telecommunications companies (including the Registrant's telephone
subsidiaries) to contribute to the fund. In addition, a cap was implemented on
the amount of corporate expense allowable for the computation of USF. The
interim rules are expected to be in effect until at least January 1, 2001. This
is the earliest date that a transition to a new universal service support
mechanism may begin. On July 1, 1998, the Federal-State Joint Board on Universal
Service (Joint Board) appointed a Rural Task Force ("RTF") to address changes to
the universal service support mechanisms for rural carriers. All of the
Registrant's telephone companies are designated as rural carriers for universal
service support. By March 31, 2000, the RTF is scheduled to make recommendations
to the Joint Board regarding any changes required to the current universal
service support mechanism for rural carriers. This includes, but is not limited
to, reviewing a proxy model built on Forward-Looking Economic Costs (FLEC).
The FCC is currently in the process of determining permanent USF procedures
for non-rural carriers. In October 1998, the FCC adopted a proxy model platform
based on FLEC. The FCC is still in the process of developing inputs for the FLEC
proxy model for non-rural carriers. The new universal service support mechanism
for non-rural carriers based on the FLEC proxy model is scheduled to be in
effect July 1, 1999.
In addition to the changes to universal service, the FCC also has open
dockets related to access charges, jurisdictional separations and rate-of-return
reevaluation. The FCC made several changes to access charges for price cap
companies in May 1997. The FCC issued a proposal for similar changes to access
charges for rate-of-return carriers in June 1998. In October 1997, the FCC
initiated a proceeding where companies provided comments to the FCC regarding
how costs should be allocated between the state and interstate jurisdictions. In
October 1998, the FCC requested comments regarding whether the interstate
rate-of-return was at the appropriate rate. No final decision regarding proposed
changes for rate-of-return carriers related to access charges, jurisdictional
separations or rate-of-return represcription has been issued by the FCC. Since
interstate revenues constituted approximately 50% of the revenues of the
Registrant's telephone companies in 1998, modifications to access changes,
separations, rate-of-returns, and/or USF could have a material effect. It is
impossible to determine the impact of these proposed changes on the Registrant's
telephone companies at this time.
Registrant cannot predict the effect of the 1996 Act, state initiatives and
new proposed Federal and state regulations, but because its telecommunications
and multimedia properties (other than its television stations interests) are
primarily in high-cost, rural areas, Registrant expects competitive charges to
be slower in coming.
Competition. All of the Registrant's current telephone companies are
currently monopoly wireline providers in their respective area of local
telephone exchange service; although there can be no assurance that this will
continue. However, as a result of the 1996 Act, FCC and state regulatory
authority
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initiatives and judicial decisions, competition has been introduced into certain
areas of the toll network wherein certain providers are attempting to bypass
local exchange facilities to connect directly with high-volume toll customers.
For example, in the last few years the States of New York, Michigan, Wisconsin
and Kansas passed or amended telecommunications bills intended to introduce more
competition among providers of local services and reduce regulation. Regulatory
authorities in certain states, including New York, have taken steps to promote
competition in local telephone exchange service, by requiring certain companies
to offer wholesale rates to resellers. A substantial impact is yet to be seen on
Registrant's telephone companies. The Registrant's subsidiaries do not expect
bypass to pose a significant near-term competitive threat due to a limited
number of high-volume customers they serve. In addition, cellular radio or
similar radio-based wireless services, including personal communication services
("PCS"), and cable television and internet based services could provide an
alternative local telephone exchange service as well as possible competition
from electric companies.
B. Broadcasting
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See the "Harvesting" initiative at page 3 above concerning the television
operations.
STATION WHBF-TV - Lynch Entertainment Corporation ("Lynch Entertainment I"), a
wholly-owned subsidiary of Registrant, and Lombardo Communications, Inc.,
wholly-owned by Philip J. Lombardo, are the general partners of Coronet
Communications Company ("Coronet"). Lynch Entertainment I has a 20% interest in
Coronet and Lombardo Communications, Inc. has an 80% interest. Coronet owns a
CBS-affiliated television station WHBF-TV serving Rock Island and Moline,
Illinois and Davenport and Bettendorf, Iowa.
STATION WOI-TV - Lynch Entertainment Corporation II ("LEC-II"), a wholly-owned
subsidiary of Registrant, owns 49% of the outstanding common shares of Capital
Communications Corporation ("Capital") and convertible preferred stock, which
when converted, would bring LEC-II's common share ownership to 50%. On March 1,
1994, Capital acquired the assets of WOI-TV for $12.7 million. WOI-TV is an ABC
affiliate and serves the Ames/Des Moines, Iowa market. Lombardo Communications,
Inc. II, controlled by Philip J. Lombardo, has the remaining share interest in
Capital.
Operations. Revenues of a local television station depend to some extent
upon its relationship with an affiliated network. In general, the affiliation
contracts of WHBF-TV and WOI-TV with CBS and ABC, respectively, provide that the
network will offer to the affiliated station the programs it generates, and the
affiliated station will transmit a number of hours of network programming each
month. The programs transmitted by the affiliated station generally include
advertising originated by the network, for which the network is compensated by
its advertisers.
The affiliation contract provides that the network will pay to the
affiliated station an amount which is determined by negotiation, based upon the
market size and rating of the affiliated station. Typically, the affiliated
station also makes available a certain number of hours each month for network
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transmission without compensation to the local station, and the network makes
available to the affiliated station certain programs which will be broadcast
without advertising, usually public information programs. Some network programs
also include "slots" of time in which the local station is permitted to sell
spot advertising for its own account. The affiliate is permitted to sell
advertising spots preceding, following, and sometimes during network programs.
A network affiliation is important to a local station because network
programs, in general, have higher viewer ratings than non-network programs and
help to establish a solid audience base and acceptance within the market for the
local station. Because network programming often enhances a station's audience
ratings, a network-affiliated station is often able to charge higher prices for
its own advertising time. In addition to revenues derived from broadcasting
network programs, local television stations derive revenues from the sale of
advertising time for spot advertisements, which vary from 10 seconds to 120
seconds in length, and from the sale of program sponsorship to national and
local advertisers. Advertising contracts are generally short in duration and may
be canceled upon two-weeks notice. WHBF-TV and WOI-TV are represented by a
national firm for the sale of spot advertising to national customers, but have
local sales personnel covering the service area in which each is located.
National representatives are compensated by a commission based on net
advertising revenues from national customers.
Competition. WHBF-TV and WOI-TV compete for revenues with local television
and radio stations, cable television, and other advertising media, such as
newspapers, magazines, billboards and direct mail. Generally, television
stations such as WHBF-TV and WOI-TV do not compete with stations in other
markets.
Other sources of competition include community antenna television ("CATV")
systems, which carry television broadcast signals by wire or cable to
subscribers who pay a fee for this service. CATV systems retransmit programming
originated by broadcasters, as well as providing additional programming that is
not originated on, or transmitted from, conventional broadcasting stations. In
addition, some alternative media operators, such as multipoint distribution
service owners, provide for a fee and on a subscription basis, programming that
is not a part of regular television service. Additional program services are
provided by low-power television stations and direct broadcast satellites
provide video services as well.
Federal Regulation. Television broadcasting is subject to the jurisdiction
of the FCC under the Communications Act of 1934, as amended (the "Communications
Act"). The Communications Act, and/or the FCC's rules, among other things, (i)
prohibit the assignment of a broadcast license or the transfer of control of a
corporation holding a license without the prior approval of the FCC; (ii)
prohibit the common ownership of a television station and an AM or FM radio
station or daily newspaper in the same market, although AM-FM station
combinations by itself are permitted; (iii) prohibit ownership of a CATV system
and television station in the same market; (iv) restrict the total number of
broadcast licenses which can be held by a single entity or individual or entity
with attributable interests in the stations and prohibits such individuals and
entities from operating or having attributable interests in most types of
stations in the same service area (loosened in the 1996 Act); and (v) limit
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foreign ownership of FCC licenses under certain circumstances. See Regulatory
Environment under A. above for a description of certain provisions of the 1996
Act including in particular those which would remove the regulations over
non-basic cable service in three years and permit telephone service providers to
provide cable service. In calculating media ownership interests, Registrant's
interests may be aggregated under certain circumstances with certain other
interests of Mr. Mario J. Gabelli, Chairman and Chief Executive Officer of the
Registrant, and certain of his affiliates.
Television licenses are issued for terms of eight years and are renewable
for terms of eight years. The current licenses for WHBF-TV and WOI-TV expire on
December 1, 2005 and February 1, 2006, respectively.
Other
On December 1, 1995, CLR Video LLC, a 60% owned subsidiary of Registrant
acquired 23 cable television systems in northeast Kansas serving approximately
4,500 subscribers for $5.2 million. Certain of the systems cluster with local
telephone exchanges owned by J.B.N. Telephone. Registrant also owns a small
cable system in Haviland, Kansas. Results of operations have not been
significant to date.
See the "harvesting" initiative at page 3 as to sale of Registrant's
DirectTV franchise in certain parts of New Mexico. In December 1998, Registrant
sold for approximately $3.1 million its right to market direct broadcasting TV
services via satellite in New Mexico. Financial results for the operation had
not been material.
C. Personal Communications Services ("PCS").
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A subsidiary of Registrant is a 49.9% limited partner in Fortunet
Communications, L.P. ("Fortunet"). Fortunet is the successor to five
partnerships that won 30 megahertz personal communications services licenses in
the FCC's C-Block auction (restricted to small businesses and certain other
qualifying bidders), which concluded in 1996. Fortunet won 31 licenses in 17
states covering a population of approximately 7 million people. The licenses had
an aggregate purchase price of $216 million after a 25% bidding credit.
Under FCC rules, Fortunet made a down payment equal to 10% of the cost (net
of bidding credits) of the licenses ($21.6 million). The Government provided 10
year installment financing, interest only for the first six years at an interest
rate of 7% per annum. Registrant's subsidiary has loaned Fortunet an aggregate
of approximately $24.0 million to fund the down payments and the first interest
payment on the licenses. The 50.1% general partner has no obligation to provide
loans or additional funds to Fortunet.
Certain C-Block licensees, including Fortunet, experienced substantial
financial problems in connection with servicing the FCC installment debt and/or
building out the licenses. The three largest C-Block licensees filed for
protection under the Federal Bankruptcy Act. As a result, the FCC in March 1997,
suspended interest payments on the FCC installment debt while it examined the
situation. In September 1997 the FCC gave C-Block licensees four choices (one
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of which was the resumption of principal and interest payments) with respect to
their licenses. The three other options, as modified in March 1998, were (i)
giving up all C-Block licenses in any Metropolitan Trading Areas ("MTA"); for
licenses returned, the licensee may either opt (a) to rebid on those licenses in
the reauction and forfeit 100% of the down payment or (b) to forego the
opportunity to rebid on those licenses and receive a credit of 70% of the down
payment to be used to prepay any licenses retained, (ii) using 70% of the down
payments (100% in the case of licenses to be paid up) to prepay licenses in any
MTA while giving up the licenses not prepaid, and (iii) giving up 15 MHZ of the
30 MHZ licenses in any MTAs for forgiveness of 50% of the debt; a licensee who
elects to resume installment payments on the remaining portion would be entitled
to a credit towards debt service equal to 40% of the down payments on the
spectrum given up while a licensee who elects to prepay the retained licenses
would receive a credit towards prepayment equal to 70% of the down payments on
the spectrum given up. In the third quarter of 1997, Registrant provided a
reserve of 30% of its subsidiary's investment in Fortunet ($4.6 million
after-tax).
In June 1998, Fortunet, pursuant to the FCC restructuring program, elected
to give up all of its PCS licenses, except for 15 MHZ licenses in Tallahassee,
Panama City and Ocala, Florida. It used the FCC credits from the returned
licenses to pay the remaining purchase prices for the retained Florida licenses.
Fortunet also received back $3.9 million from the FCC, which was used to pay
down a portion of Fortunet's loan from Registrant's subsidiary. This reduced the
net investment and advances to Fortunet to approximately $19
million.
Another subsidiary of Registrant, Lynch PCS Corporation F ("LPCSF"), was a
49.9% limited partner in Aer Force Communications B, L.P. ("Aer Force").In the
FCC's F-Block Auction (restricted to small businesses and certain other
qualifying bidders) of 10 megahertz PCS licenses, Aer Force won five licenses in
four states covering a population of approximately 20 million people. The
licenses have an aggregate purchase price of $19 million after a 25% bidding
credit. In December 1997, East/West Communications, Inc. ("East/West") succeeded
to the assets and liabilities of Aer Force with LPCSF receiving 49.9% of the
common stock. Immediately thereafter, Registrant spun off 39.9% of the common
stock of East/West to Registrant's shareholders and transferred 10% of East/West
stock to Gabelli Funds, Inc. ("GFI") in satisfaction of an obligation to pay it
10% of the net profits of Aer Force (after an assumed cost of capital).
Registrant currently owns 7,800 shares ($7,800,000 par and liquidation value) of
5% payment-in-kind preferred stock of East/West, redeemable in 2009 subject to
earlier payment in certain circumstances. East/West needs to raise financing in
the near term and determine how to best utilize its licenses.
Another subsidiary of the Registrant, Lynch PCS Corporation H ("LPCSH"), is
a 49.9% non-control member of BCDJMS Communications, L.L.C., which is
participating in the FCC's reauction of certain PCS licenses which began on
March 23, 1999. LPCSH has provided BCDJMS approximately $50,000 in equity and $3
million in loans for bidding purposes. The other equity owners of BCDJMS have
provided in the aggregate $50,000 in equity and no loan funds. It cannot be
determined at this time if BCDJMS will win any PCS licenses in the reauction
and, if so, whether such licenses would prove profitable.
Another subsidiary of the Registrant, Lynch PCS Corporation G ("LPCSG") had
-11-
an agreement with Rivgam Communicators L.L.C. ("Rivgam"), a subsidiary of GFI,
which won licenses in the FCC's D and E Block PCS Auctions for 10 megahertz PCS
licenses, to receive a fee equal to 10% of the realized net profits of Rivgam
(after an assumed cost of capital) in return for providing bidding and certain
other services. Rivgam won 12 licenses in seven states covering a population of
33 million, with an aggregate cost of $85.1 million. In December 1998, Rivgam
settled its obligation under said agreement by transferring to LPCSG its 10 MHZ
PCS license for the Las Cruces, New Mexico market.
LPCSG also has an agreement with Bal/Rivgam LLC (in which GFI has a 49.9%
equity interest), which won licenses in FCC's Wireless Communications Services
("WCS") Auction in 1997, to receive a fee equal to 5% of the realized net
profits of Bal/Rivgam (after an assumed cost of capital), in return for
providing bidding and certain other services to Bal/Rivgam. Bal/Rivgam won 5 WCS
licenses covering a population of approximately 42 million with an aggregate
cost of $0.7 million. LPCSG also has an agreement to provide BCK\Rivgam L.L.C.,
in which GFI has a 49.9% equity interest, with similar services in connection
with the FCC's Local Multipoint Distribution Services ("LMDS") Auction ended on
March 25, 1998. Subject to final grant, BCK/Rivgam won three licenses covering a
population of 1.3 million with an aggregate cost of $6.1 million. LPCSG has an
agreement to receive 5% of the net profits of BCK\Rivgam (after an assumed cost
of capital).
FCC rules impose build-out requirements that require PCS licensees to
provide adequate service to at least one-third of the population in the licensed
area within five years from the date of grant and to at least two-thirds within
ten years, as well as build out requirements for WCS and LMDS licenses. Neither
Fortunet nor East/West has begun any build out of their licenses. There are also
substantial restrictions on the transfer of control of C and F Block PCS
licenses, WCS licenses and LMDS licenses.
There are many risks relating to PCS communications including without
limitation, the high cost of PCS licenses, the fact that it involves start-up
businesses, raising the substantial funds required to pay for the licenses and
the build out, determining the best way to develop the licenses and which
technology to utilize, the small size and limited resources of Fortunet and
East/West compared to other potential competitors, existing and changing
regulatory requirements, additional auctions of wireless telecommunications
spectrum and actually building out and operating new businesses profitably in a
highly competitive environment (including already established cellular telephone
operators and other new PCS licensees). There are also similar risks as to WCS
and LMDS licenses. There can be no assurance that any licenses granted to
Fortunet or East/West can be successfully sold or financed or developed, with
Registrant's subsidiaries recovering their debt and equity investments.
II. SERVICES
- -------------
A. The Morgan Group, Inc.
- --------------------------
The Morgan Group Inc. ("Morgan") is the Registrant's only service
subsidiary. On July 22, 1993, Morgan completed an initial public offering
("IPO") of 1,100,000 shares of its Class A common stock, $.015 par value, at
$9.00 per share. As a result of this offering, Lynch's equity ownership in
Morgan was
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reduced from 90% to 47%, represented by its ownership of 1,200,000 shares of
Class B common stock. In December 1995, Lynch acquired from Morgan 150,000
shares of Class A common stock (plus $1.3 million in cash plus accrued
dividends) in exchange for its 1,493,942 shares of Series A Preferred Stock of
Morgan. As of March 19, 1999, Morgan purchased approximately 103,000 shares of
its Class A common stock at $9.00 per share pursuant to a "Dutch Auction." At
March 25, 1999, Lynch's equity ownership in Morgan was approximately 55%.
Because the Class B common stock is entitled to two votes per share, its voting
interest in Morgan at March 25, 1999 was approximately 70% and, therefore, Lynch
continues to consolidate Morgan's results in its financial statements. Morgan
Class A common stock is listed on the American Stock Exchange under the symbol
"MG."
Morgan is the nation's largest publicly owned service company in managing
the delivery of manufactured housing, specialized equipment and commercial
vehicles in the United States, and through its wholly owned subsidiary, Morgan
Drive Away, Inc. has been operating since 1936. Morgan provides outsourcing
transportation services through a national network of approximately 1,530
independent owner-operators and 1,420 other drivers. Morgan dispatches its
drivers from 105 locations in 33 states. Morgan's largest customers include
Fleetwood Enterprises, Inc., Oakwood Homes Corporation, Winnebago Industries,
Inc., Champion Enterprises, Inc., Cavalier Homes, Inc., Clayton Homes, Palm
Harbor Homes, Inc., Four Seasons Housing, Inc., Fairmont Homes, Inc. and Ryder
Systems, Inc.
In 1996, Morgan acquired the assets of Transit Homes of America, a national
outsourcing company located in Boise, Idaho. In 1995, Morgan acquired the assets
of Transfer Drivers, Inc. ("TDI"), a northern Indiana-based outsourcing company.
TDI is a market leader in the fragmented truck delivery business focusing on
relocation of consumer and commercial vehicles for customers, including Budget
One-Way Rental, Ryder System, Inc. and Ford Motor Company.
Morgan also provides certain insurance and financing services to its
owner-operators through its subsidiaries, Interstate Indemnity Company
("Interstate") and Morgan Finance, Inc. ("Finance").
In the first half of 1997, Morgan discontinued the "Truckaway" operation of
the Specialized Transport Division taking a special charge to income in the
fourth quarter of 1996. Truckaway was a line of business which focused on the
transportation of van conversions, tent campers, and automotive products
utilizing Company-owned equipment. The truckaway operation had revenues of
$12,900,000 and an estimated operating loss of $1,800,000 for the year ended
December 31, 1996.
Industry Information. Morgan's business is substantially dependent upon the
manufactured housing industry. Morgan's operations are affected by, among other
things, fluctuations in interest rates and availability of credit to purchasers
of manufactured homes and motor homes and the availability and price of motor
fuels. This industry is subject to production cycles. The manufactured housing
industry growth was approximately 2.3% in 1998.
Growth Strategy. Morgan's strategy is to grow through expansion in the
niche businesses already being served with heavy emphasis on outsourcing, along
with pursuing acquisitions of niche transportation carriers who are servicing
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their customer base with unique service and/or equipment. In addition, the
Company looks to expand insurance product offerings to drivers through its
subsidiary Interstate.
Morgan's initiatives for improved margins are to exit lines of business
which are unrewarding, reducing corporate overhead, and improving the Company's
safety record. There is no assurance that such strategy and initiatives will be
successful in light of changing economic markets and competitive conditions.
Morgan is continuously reviewing and negotiating potential acquisitions.
There can be no assurance that any future acquisitions will be effected or, if
effected, that they can be successfully integrated with Morgan's business.
Competition. All of Morgan's activities are highly competitive. In addition
to fleets operated by manufacturers, Morgan competes with several large national
interstate carriers and numerous small regional or local interstate and
intrastate carriers. Morgan's principal competitors in the manufactured housing
marketplace are privately owned. In the commercial transport market, Morgan
competes with large national interstate carriers, many of whom have
substantially greater resources than Morgan. No assurance can be given that
Morgan will be able to maintain its competitive position in the future.
Competition among carriers is based on the rate charged for services,
quality of service, financial strength, insurance coverage and the geographic
scope of the carrier's authority and operational structure. The availability of
tractor equipment and the possession of appropriate registration approvals
permitting shipments between points required by the customer may also be
influential.
Lines of Business. Morgan has three lines of business: manufactured
housing, specialized outsourcing services and insurance and finance. The
Company's manufactured housing line provides outsourced transportation and
logistical services to manufacturers of manufactured housing through a network
of terminals located in 31 states. The Company's specialized outsourcing
services provides outsourced transportation services primarily to manufacturers
of recreational vehicles, commercial trucks and trailers through a network of
service centers in eight states. The third line, insurance and finance, provides
insurance and financing to the Company's drivers and independent
owner-operators. Morgan's lines are strategic business units that offer
different services and are managed separately based on the differences in these
services.
Selected Operating and Industry Participation Information. The following
table sets forth certain operating and industry participation information for
each of the five years ended December 31, 1998.
Manufactured Housing 1994 1995 1996 1997 1998
---- ---- ---- ---- ----
Operating Information:
New Home Shipments ...... 98,181 114,890 121,136 154,389 161,543
Other Shipments ......... 23,423 29,860 23,465 24,144 17,330
-------- -------- -------- -------- --------
Total Shipments ......... 121,604 135,750 144,601 178,533 178,873
Linehaul Revenues
(In Thousands) (1) .... $ 53,520 $ 63,353 $ 72,616 $ 93,092 $ 94,158
-14-
Manufactured Housing 1994 1995 1996 1997 1998
---- ---- ---- ---- ----
Industry Participation:
Industry Production (2) . 451,646 505,819 553,133 558,435 601,678
New Home Shipments ...... 98,181 114,890 121,136 154,389 161,543
Share of Unites Shipped . 21.7% 22.7% 21.9% 27.6% 26.8%
Specialized Outsourcing 1994 1995 1996 1997 1998
---- ---- ---- ---- ----
Services Operating
Information:
Shipments .................... 73,994 94,291 99,623 80,314 82,344
Linehaul Revenues
(In Thousands) (1) .......... $43,443 $49,336 $49,259 $39,336 $42,994
-------
(1) Linehaul revenue is derived by multiplying the miles of a given shipment by
the stated mileage rate.
(2) Based on reports of Manufactured Housing Institute. To calculate share of
homes shipped, Morgan assumes two units shipped for each multi-section home.
Customers and Marketing. A substantial portion of Morgan's operating
revenues are generated under one, two, or three year contracts with producers of
manufactured homes, recreational vehicles, and the other products. In these
contracts, the manufacturers agree that a specific percentage (up to 100%) of
their transportation service requirements from a particular location will be
performed by Morgan on the basis of a prescribed rate schedule, subject to
certain adjustments to accommodate increases in the Company's transportation
costs. Operating results generated under customer contracts in 1996, 1997, and
1998 were 62%, 68% and 64% of total operating revenues, respectively. Morgan's
ten largest customers have been served for at least three years and accounted
for approximately 59%, 66%, and 69% of its operating revenues in 1996, 1997, and
1998, respectively.
Independent Owner-Operators. The shipment of product by Manufactured
Housing and certain Specialized Outsourcing Services such as towaway and pickup
is conducted by contracting for the use of the equipment of independent
owner-operators.
Owner-operators are independent contractors who own toters, tractors or
pickup trucks which they contract to, and operate for, Morgan on a long-term
basis. Independent owner-operators are not generally approved to transport
commodities on their own in interstate or intrastate commerce. Morgan, however,
possesses such approvals and/or authorities (see "Regulation"), and provides
marketing, insurance, communications, administrative, and other support required
for such transportation.
Risk Management, Safety and Insurance. The risk of substantial losses
arising from traffic accidents is inherent in any transportation business.
Morgan carries insurance to cover such losses up to $25 million per occurrence
with a deductible of up to $150,000 per occurrence for personal injury and
property damage. The frequency and severity of claims under the Company's
liability insurance affect the cost, and potentially the availability, of such
insurance. If Morgan is required to pay substantially greater insurance
premiums, or incurs substantial losses above $25 million or substantial losses
below its $150,000 deductible, its results of operations can be materially
-15-
adversely affected. There can be no assurance that Morgan can continue to
maintain its present insurance coverage on acceptable terms.
Interstate makes available physical damage insurance coverage for the
Company's owner-operators. Interstate also writes performance surety bonds for
Morgan Drive Away, Inc.
Regulation. Morgan's interstate operations are subject to regulation by the
Federal Highway Administration, which is an agency of the United States
Department of Transportation ("D.O.T."). Effective August 26, 1994, essentially
all motor common carriers were no longer required to file individually
determined rates, classifications, rules or practices with the Interstate
Commerce Commission ("I.C.C.") Effective January 1, 1995, the economic
regulation of certain intrastate operations by various state agencies was
preempted by federal law. The states will continue to have jurisdiction
primarily to insure that carriers providing intrastate transportation services
maintain required insurance coverage, comply with all applicable safety
regulations, and conform to regulations governing size and weight of shipments
on state highways. Most states have adopted D.O.T. safety regulations and
conform to regulations governing size and weight of shipments on state highway,
and actively enforce them in conjunction with D.O.T. personnel.
Carriers normally are required to obtain authority from the I.C.C. or its
successor as well as various state agencies. Morgan is approved to provide
transportation from, to, and between all points in the continental United
States.
Federal regulations govern not only operating authority and registration,
but also such matters as the content of agreements with owner-operators,
required procedures for processing of cargo loss and damage claims, and
financial reporting. Morgan believes that it is in substantial compliance with
all material regulations applicable to its operations.
The D.O.T. regulates safety matters with respect to the interstate
operations of Morgan. Among other things, the D.O.T. regulates commercial driver
qualifications and licensing; sets minimum levels of carrier liability
insurance; requires carriers to enforce limitations on drivers' hours of
service; prescribes parts, accessories and maintenance procedures for safe
operation of freight vehicles; establishes noise emission and employee health
and safety standards for commercial motor vehicle operators; and utilizes
audits, roadside inspections and other enforcement procedures to monitor
compliance with all such regulations. In 1997, the D.O.T. has established
regulations which mandate random, periodic, pre-employment, post-accident and
reasonable cause drug testing for commercial drivers. The D.O.T. has also
established similar regulations for alcohol testing. Morgan believes that it is
in substantial compliance with all material D.O.T. requirements applicable to
its operations.
From time to time, tax authorities have sought to assert that owner
operators in the trucking industry are employees, rather than independent
contractors. No such tax claim has been successfully made with respect to
Morgan. Under existing industry practice and interpretations of federal and
state tax laws, as well as Morgan's current method of operation, Morgan, based
on the advice of counsel, maintains that its owner operators are not employees.
Whether an owner operator is an independent contractor or employee is, however,
generally a fact-sensitive determination and the laws and their interpretations
can vary from state to state. There can be no assurance that tax authorities
will not successfully challenge this position, or that such tax laws or
-16-
interpretations thereof will not change. If the owner operators were determined
to be employees, such determination could materially increase Morgan's
employment tax and workers' compensation exposure.
Interstate, Morgan's insurance subsidiary, is a captive insurance company
incorporated under Vermont law. It is required to report annually to the Vermont
Department of Banking, Insurance & Securities and must submit to an examination
by this Department on a triennial basis. Vermont regulations require Interstate
to be audited annually and to have its loss reserves certified by an approved
actuary. Morgan believes Interstate is in substantial compliance with Vermont
insurance regulations.
III. MANUFACTURING
- --------------------
A. Spinnaker Industries, Inc. ("Spinnaker")
- --------------------------------------------
See the "harvesting" initiative at page 3 hereof concerning Spinnaker.
Spinnaker's Common Stock and Class A Common Stock 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, 1999, Registrant owned
2,237,203 shares of Spinnaker Common Stock, approximately 61% of the
outstanding, and 2,259,063 shares of Class A Common Stock, approximately 62% of
the outstanding.
In June 1994, Spinnaker entered into an agreement with Boyle, Fleming, Inc.
("BF"), for BF to provide operating and strategic management to Spinnaker and
for Messrs. Boyle and Fleming to become Chairman and President. In addition to a
management fee, BF received a warrant to purchase 678,945 shares of Spinnaker
Class A Common Stock and Common Stock (20% at the time) at a price of $2.67 for
one share of both Common Stock and Class A Common Stock (adjusted for the 3 for
2 stock splits in December 1994 and December 1995 and the August 1996 Common
Stock Dividend). In August 1996, the Management Agreement with BF was terminated
and Messrs. Richard J. Boyle and Ned Fleming III became employees of Spinnaker.
All BF warrants have now been exercised.
Spinnaker is a leading manufacturer and marketer of adhesive-backed
material, primarily for the industrial tape and pressure sensitive label stock
markets. Its strategy is to focus on the growing pressure sensitive markets for
industrial tape and label stock applications, while pursuing acquisitions within
the adhesive-backed materials industry that complement its existing businesses.
However, as announced in November 1998, Spinnaker continues to examine strategic
alternatives, including a possible sale of all or a portion of its business,
merger, or other business combination. Spinnaker's businesses are grouped into
two principal categories that accounted for the following percentages of pro
forma net sales for the year ended December 31, 1998: industrial tape: 43% and
adhesive-backed label stock 54%.
Spinnaker has five 100% owned subsidiaries: Spinnaker Coating, Inc.,
(formerly called Brown-Bridge Industries, Inc.) ("Spinnaker Coating"), 80.1% of
which was acquired in September 1994, Central Products Company ("Central
Products"), acquired in October 1995, Spinnaker Coating-Maine, Inc. ("Coating-
Maine") acquired in 1998, Spinnaker Electrical Tape Company ("Spinnaker
-17-
Electrical") acquired in 1998 and Entoleter, Inc. ("Entoleter"), which it has
owned since Registrant acquired Spinnaker in 1987. In October 1996, Spinnaker
acquired the remaining 19.9% of outstanding stock of Spinnaker Coating (plus
management stock options), which were owned by the management of Spinnaker
Coating, BF and Registrant. Spinnaker Coating and Coating-Maine (which are
collectively referred to as "Spinnaker Coating" herein) are in the
adhesive-backed label stock industry. Central Products manufactures industrial
sealing tape. Spinnaker Electrical manufactures electrical tape. Entoleter
manufactures a line of industrial process equipment and a line of air pollution
equipment.
Spinnaker's industrial tape business is conducted through its Central
Products subsidiary, which was founded in 1917. Central Products is a leading
manufacturer of carton sealing tape and offers the broadest line of such
products in the United States. Its branded and private label products are used
primarily for commercial packaging and applications and are sold through its
national sales force to over 1,500 paper and office products distributors
nationwide, including the largest national distributors of paper products, for
resale to over 20,000 end users. Spinnaker maintains relationships with
Unisource Worldwide, Inc. ("Unisource") and xpedx (a division of International
Paper Co.), formerly known as ResourceNet International, which are among the
largest distributors of paper and office products in the United States. Central
supplies each of Unisource and xpedx with a full line of their own private label
carton sealing tape products. Spinnaker believes that its arrangements with key
customers are evidence of its leading position in the carton sealing tape
market, which is due in part to Spinnaker being the only one-stop manufacturer
of private label products in the carton sealing market.
In July 1998, Spinnaker acquired the pressure sensitive electrical tape
product line of tesa tape, inc. and its associated Carbondale, Illinois
manufacturing plant. The purchase price totaled $10.7 million comprising the
issuance of 200,000 share of Spinnaker Common Stock (subject to adjustment),
cash and seller notes. The product line produces electrical tape for insulating
motors, coils and transformers for major customers in Europe, Canada and the
United States. The electrical tape business offers multiple types of tapes,
including laminate, glass cloth, filament, film, polypropylene and polyester
high temperature industrial electrical tapes. Pro forma net sales in 1998
totaled approximately $13 million.
Spinnaker's adhesive-backed label stock business is conducted through
Spinnaker Coating, Inc. (formerly known as Brown-Bridge Industries, Inc.) which
was founded in 1928. With the acquisition of the Pressure Sensitive Business
from S.D. Warren Company in March 1998, Spinnaker Coating is a major
manufacturer of adhesive-backed label stock in the United States. It is the only
manufacturer of all adhesive-backed paper technologies (pressure, water and heat
sensitive), which enables Spinnaker Coating to provide a broad range of standard
and custom coating solutions that meet the design specifications of its
customers. Spinnaker Coating manufacturers custom, low-volume, pressure
sensitive products used for speciality applications, whereas the Pressure
Sensitive Business manufactures standard, high volume, pressure sensitive
products, which complements it product line. Spinnaker Coating offers a full
line of more than 2,000 variations of adhesive-backed label stock and sells its
products 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
-18-
business forms, postage stamps stock, decorative labels and other speciality
industrial uses. Spinnaker Coating is the largest supplier of pressure sensitive
postage stamp stock for use by the United States Postal Service. In 1995 and
again in March 1998, Spinnaker was elected to exclusively supply Paper
Corporation of the U.S. and the U.S. Bureau of Engraving and Printing ("BEP")
the label stock for pressure-sensitive postage stamps. The March 1998 contract,
a five-year supply contract, is valued at approximately $75 million.
In March 1998, Coating-Maine acquired the Pressure Sensitive Business of
S.D. Warren Company ("Warren") for an aggregate purchase price of approximately
$51.8 million plus the assumption of certain liabilities (excluding
substantially all trade payables). The Pressure Sensitive Business manufactures
standard pressure sensitive products that are primarily used for EDP labels and
consumer products labels that are sold to major forms manufacturers and
distributors. The Pressure Sensitive Business operates at S.D. Warren's
Westbrook, Maine facility and had sales of approximately $62.1 million for its
fiscal year ended October 1, 1997. 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 facility with BT
Commercial Corporation (the "Revolving Credit Facility"), which was concurrently
amended to increase the aggregate facility amount to $60 million. The Note is
convertible for 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 its Entoleter, Inc. ("Entoleter")
subsidiary. Spinnaker is exploring strategic alternatives with respect to
Entoleter to improve shareholder value, including the possible sale or spin-off
of Entoleter.
Industrial Tape
- ---------------
Central Products provides a full range of packaging system solutions for
the packaging of goods for shipment by a wide variety of manufacturing, retail
and distribution companies, such as UPS and Land's End. Central Products has
developed a "razor/razor blade" concept by selling carton sealing tape machines
in combination with its tape products. Central Products manufactures pressure
sensitive carton sealing tape with all three primary adhesive technologies:
acrylic, hot melt and natural rubber. It also offers three types of water
sensitive carton sealing tape: paper tape, fiberglass reinforced tape and box
tape. Central Products believes it is the only United States supplier to
manufacture both pressure sensitive and water activated carton sealing tape, and
that it is the only company to produce all three pressure sensitive adhesive
technologies.
Pressure Sensitive Carton Sealing Tape. Pressure sensitive tape is
manufactured primarily through the coating of plastic film with a thin layer of
acrylic, hot melt or natural rubber adhesive. The adhesive is applied to various
grades of high-quality, low-stretch polypropylene film for use in most
applications as well as PVC and polyester films which are used for certain
specialized applications. Acrylic adhesives, which are noted for their clarity,
non-yellowing properties, good temperature resistance and low application cost,
are best suited for manual applications on light and medium carton sealing
situations. Hot melt adhesives, noted for their quiet release and easy unwind
-19-
during application, are the most widely used pressure sensitive adhesives
because they satisfy 90% of all carton sealing requirements. Natural rubber
adhesives are unique because of their aggressive adhesion properties and,
although they are ideal for recycled content cartons and cartons requiring hot,
humid or cold packing, transportation and storage, they can be used for a wide
variety of surface conditions and extreme temperature tolerances. Central
Products' pressure sensitive tapes are sold under the trade names Alltac and
Central.
Water Sensitive Carton Sealing Tape. Water sensitive tape is generally
manufactured through the application of a thin layer of water sensitive adhesive
to gumming kraft paper. It is offered as either non-reinforced (paper) tape or
fiberglass reinforced tape. Non-reinforced tape is made by applying an adhesive
to a single layer of high tensile strength kraft paper coated with Central
Products' patented starch-based adhesive. Non-reinforced tapes are totally
biodegradable and are used in light to medium carton sealing applications.
Fiberglass reinforced tape contains a layer of fiberglass yarn placed between
two layers of kraft paper, and is typically used to seal heavy packages or on
cartons that will be subject to a high level of abuse during shipping and is
also favored in shipping high value goods due to its strong sealing qualities.
Both non-reinforced tape and fiberglass reinforced tape are available in light,
medium and heavy grades. Central Products' water sensitive carton sealing tapes
are sold under the trade names Glasseal, Central, Green Core and Tru-Seal.
Pressure Sensitive Electrical Tape. Pressure sensitive electrical tape is
manufactured through the coating of laminate, glass cloth, filament, and film
backing materials with acrylic, rubber and silicone adhesives. Spinnaker's
electrical tapes are classified by specific insulating characteristics of the
backing material and are categorized by temperature class from up to 105 degrees
to up to 180 degrees Celsius. In addition, Spinnaker's electrical insulating
tapes are approved by Underwriters Laboratories for use in electrical insulating
applications.
Tape Dispensing Machines. Spinnaker also supplies tape dispensing equipment
manufactured by other companies. Spinnaker currently offers a broad line of
carton sealing equipment for pressure sensitive tape, which ranges from hand
held dispensers to automatic random sizing equipment. Spinnaker also offers two
types of table top dispensers for water sensitive tape, a manual dispenser and a
more expensive electric dispenser.
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. Spinnaker Coating is a major supplier of adhesive-back label stock for
use in United States postage stamps. Spinnaker Coating's products are offered in
three primary adhesive categories: pressure sensitive, water sensitive and heat
sensitive. During 1998, pressure sensitive products constituted approximately
93.4% of the Spinnaker's pro forma net sales of adhesive-backed label stock
products, while water sensitive products constitute 5.1% and heat sensitive
products constituted 1.5% 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
-20-
products used primarily for marking, identification and promotional labeling.
Spinnaker Coating's pressure sensitive products are sold under the trade names
Strip Tac and Strip Tac Plus. 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
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.
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.
Marketing and Customers
- -----------------------
Spinnaker markets its broad range of products to a variety of customers.
During 1998, no single customer accounted for more than 10% of Spinnaker's net
sales.
Central Products' marketing and sales strategy emphasizes supplying a full
line of both water sensitive and pressure sensitive tape products to the carton
sealing tape industry. Central Products sells its products directly to over
1,500 paper distributors (customers), who in turn resell these tape products to
the end user markets. In addition, Central Products sells private-brand carton
closure tapes direct to large customers who in turn distribute the products
under their name to end users. Central Products provides its distributor
customers with a high level of product education to enable them to better sell
the Company's products. Spinnaker markets its high temperature electrical tape
products domestically through its own sales representatives and to Eastern
Europe through a relationship with the world's largest distributor of electrical
products. Market growth for Spinnaker's high temperature electrical tape
products is driven by the growing use of electronics in consumer products, the
expanded use of motors, and the growth and replacement of industrial
transformers.
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
-21-
the United States, with whom Spinnaker Coating stores product until sold.
Generally, these processors perform both slitting and distribution services for
Spinnaker Coating.
The slow down in Asian "growth consumption," the impact of Asian imports
and increased global capacity for certain tape products have adversely affected
Spinnaker's operations.
Manufacturing and Raw Materials
- -------------------------------
Spinnaker produces all adhesive technologies for carton sealing tape and
adhesive-backed label stock. It produces carton sealing tapes and label stock
for a variety of standard and custom applications requiring water, pressure and
heat sensitive technologies. Spinnaker believes its strong manufacturing
capabilities enable it to maintain high product quality and low operating costs
and respond to customers' needs quickly and efficiently.
Raw materials are the most significant cost component in Spinnaker's
production process. The material component accounts for approximately 65% 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.
Central Products manufactures its pressure sensitive tape at its facilities
in Brighton, Colorado, and its water sensitive tape at its facilities in
Menasha, Wisconsin. Among Spinnaker's manufacturing strengths at its Central
Products water sensitive tape operation are fully integrated, computerized
coating and laminating machines, fully automated slitting, rewinding and
packaging machines and a state of the art print shop. At its pressure sensitive
tape operation, they include an in-house film line for production of
polypropylene film and an advanced computerized coating machine for each of the
three adhesive technologies. Spinnaker Coating manufactures its adhesive-back
label stock at two plants in Troy, Ohio and a recently acquired facility in
Westbrook, Maine. Spinnaker Coating has installed at its Troy, Ohio, facilities
a new production line for silicone coating. The electrical tape manufacturing
facility is in Carbondale, Illinois, and was brought on line in 1995 from a
greenfield site.
See Item 2 below for a description of manufacturing and distribution
facilities.
Competition
- -----------
The adhesive-backed materials industry is highly competitive. Spinnaker
competes with national and regional suppliers, as well as Asian and European
imports. As a result of the competitive environment in the markets in which
Spinnaker operates, Spinnaker faces (and will continue to face) pressure on
sales prices of its products. As a result of such pricing pressures, Spinnaker
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). Spinnaker operates in markets
characterized by a few large diversified companies selling products under
recognized trade names and a number of smaller public and privately-held
companies selling to the market. In addition to branded products, some companies
in the industry produce private-label products to enhance supply relationships
with large buyers.
-22-
Central Products competes with other manufacturers of carton sealing tape
products as well as manufacturers of alternative carton closure products.
Central Products believes the basis of competition in the carton sealing market
is quality of adhesion across a broad spectrum of applications, delivery and
account service, and price, although other factors, such as technical support
and product literature, may enhance a company's competitive position. There are
a wide range of participants in the carton sealing industry. 3M Corporation is
the largest manufacturer of pressure sensitive tape in the carton sealing market
in the United States. Spinnaker Electrical Tape competes with other
manufacturers, both domestic and foreign, some of which are larger than
Spinnaker Electrical Tape. 3M is the largest manufacturer in both North America
and Europe.
The adhesive-backed label stock market is fragmented. Spinnaker Coating
competes with several national manufacturers, including Avery-Dennison, Bemis,
3M Corporation and a number of smaller regional manufacturers.
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 that such noncompliance could have a material adverse
affect on Spinnaker. 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 10 years. Spinnaker has registered several of
its trade names and trademarks for adhesive-backed materials.
International Sales
- -------------------
Spinnaker's international sales were $21.9 million, $14.2 million and $11.5
million in 1998, 1997, and 1996, respectively. Of the $21.9 million in 1998
international sales, approximately 84% were represented by exports of Spinnaker
Coating, Central Products and Spinnaker Electrical adhesive-backed materials.
The substantial majority of these sales were to Canadian customers and its
European distributors 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
-23-
domestic sales. Because international sales are transacted in United States
dollars, payments in many cases are secured by irrevocable letters of credit.
Backlog
- -------
The Company's backlog believed to be firm was $5.8 million at December 31,
1998, as compared to $7.1 million at December 31, 1997.
Industrial Process Equipment Business
- -------------------------------------
Through its Entoleter subsidiary, the Company 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. Spinnaker is exploring strategic alternative with
respect to Entoleter, including a possible spin-off of the Entoleter stock to
its shareholders. There can be no assurance, however, that any transaction
involving Entoleter will occur.
Employees
- ---------
As of December 31, 1998, Spinnaker employed approximately 1,100 persons, of
which 508 were Central Products employees, 474 were Spinnaker Coating employees,
71 were Spinnaker Electrical employees and 37 were Entoleter employees. A
majority of its hourly employees are not represented by unions. Central Products
has a labor agreement expiring in 2003 with the Paper, Allied-Industrial,
Chemical and Energy Workers International Union, (formerly known as the United
Paperworkers International Union) covering approximately 178 hourly employees at
the Menasha, Wisconsin plant. Spinnaker Electrical has a labor agreement
expiring in 2001 with the AFL-CIO union covering approximately 47 hourly
employees at its Carbondale, Illinois plant. Spinnaker Coating has a labor
agreement expiring in 2002 with the AFL-CIO union, covering approximately 75
employees at its Westbrook, Maine plant. Entoleter's 16 production employees are
members of the United Electrical, Radio and Machine Workers of America Union.
The current collective bargaining agreement expires on April 30, 1999. 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.
B. Lynch Systems, Inc. (Formerly called Lynch Machinery, Inc.)
- ----------------------------------------------------------------
Lynch Systems, Inc. ("LS"), a 91% owned subsidiary of Registrant and
the initial part of the Lynch Display Technologies group, 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.
CRT Display and Consumer Glass Manufacturing Technologies. LS manufactures
glass-forming presses and electronic controls to provide high-speed automated
systems to form different sizes of face panels and tubes for television screens
and computer monitors. LS produces an HDTV model press to build large-screen
televisions for the HDTV (high definition television) market. LS also
manufactures and installs forming equipment to form tableware such as glass
tumblers, plates, cups, saucers and commercial optical glass. LS also
manufactures and installs fire polishing, electronic controls and retrofit
-24-
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 1998, LS delivered 3 glass press machines and 1 fire polisher (but
no large TV glass press orders), compared to 9 machines (of which 3 were large
TV glass press orders) in 1997. At December 31, 1998, LS had orders for, and had
in various stages of production, 2 glass press machines (none of which are large
TV glass press orders), at a total sales price of approximately $0.35 million,
which are scheduled for delivery in 1999. There can be no assurance that LS can
obtain orders for additional large TV glass press orders to replace its previous
orders. In 1998, LS shipped 2 controls and retrofit systems amounting to
approximately $0.15 million compared to 6 systems amounting to $2.8 million in
1997.
LS believes that it is the largest supplier to glass companies that do not
manufacture their own pressware machines in the worldwide pressware market.
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 1998, approximately 60% of LS's sales were made
to international customers. The profitability of international sales is
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 international country, the Registrant believes that
some of the credit risks commonly associated with doing business in
international countries 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, and LS is unable to predict how
long that adverse impact will continue.
Backlog. LS had an order backlog of approximately $0.6 million at December
31, 1998, compared with approximately $2.4 million at December 31, 1997
(excluding the canceled $16 million order referred to below). 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 can be used by the customer as a credit for future orders.
Raw Materials. Raw materials are generally available to LS in adequate
supply from a number of suppliers.
Lynch-AMAV. At year end 1998, LS, through a subsidiary, entered into a
joint venture Lynch-AMAV L.L.C. with AMAV GmbH of Germany to develop and
manufacture glass manufacturing equipment to the tableware industry. LS will
-25-
have a 75% interest in the joint venture. The joint venture will design and
develop 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.
C. M-tron Industries, Inc. ("M-tron")
- ----------------------------------------
M-tron, a 91% owned subsidiary of the Registrant, is a manufacturer and
importer of quartz crystal products and clock oscillator modules used for
clocking digital circuits, precision time base references and telecommunications
equipment. A quartz crystal is an oscillating component which performs the
clocking function in a circuit. Crystals and clock oscillator modules are used
primarily in microprocessor-related equipment and telecommunications equipment.
Frequency and time related products essentially use crystals or clock
oscillators, with the addition of electronic circuitry vertically integrating
the product. Crystal and clock oscillators are sold to original equipment
manufacturers, both directly and through commissioned representatives and
distributors.
For 1998, 1997, and 1996, M-tron's sales consisted of (in thousands):
1998 1997 1996
---- ---- ----
Crystals ....................... $11,871 $12,611 $10,594
Oscillator Modules ............. 10,927 10,217 7,839
------- ------- -------
Total .......................... $22,798 $22,828 $18,433
======= ======= =======
Competition. Quartz crystals and clock oscillators are sold in a highly
competitive industry. There are numerous domestic and international
manufacturers who are capable of providing quartz crystals and clock 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 specialty orders of crystals
and oscillators, which it believes it can competitively fill based upon price,
quality and order response time. M-tron also 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 1998 were
approximately 35.7% of total sales and were concentrated in Canada and Western
Europe. The profitability of international sales has been substantially
equivalent to that of domestic sales. M-tron is unable to predict what effect
the East Asian financial crisis will continue to have on its business. However,
because sales are ordinarily spread over a number of customers in a number of
developed countries with no individually significant shipments, the Registrant
believes that risks commonly associated with doing business in international
countries are minimized.
Backlog. M-tron had backlog orders of approximately $3.6 million at
December 31, 1998, compared with $5.2 million at December 31, 1997. 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
-26-
December 31, 1998, will be shipped during 1999.
Raw Material. 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.
See the "harvesting" initiative at page 3 as to M-tron.
IV. OTHER INFORMATION
- -----------------------
While the Registrant holds licenses and patents of various types,
Registrant does not believe they are critical to its overall operations, except
for (1) the television-broadcasting license of WHBF-TV and WOI-TV; (2)
Registrant's telephone subsidiaries franchise certificates to provide
local-exchange telephone service within its service areas; (3) Western's FCC
licenses to operate point-to-point microwave systems; (4) licenses held by
partnerships and corporations in which Western and Inter-Community own minority
interests to operate cellular radio systems covering areas in New Mexico and
North Dakota, (5) CLR Video's franchises to provide cable television service
within its service areas and (6) personal communications services licenses held
by companies in which Lynch subsidiaries have investments, as well as the Las
Cruces, New Mexico PCS License held by Registrant.
The Registrant conducts product development activities with respect to each
of its major lines of manufacturing 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,
which have been funded entirely by the Registrant, amounted to approximately
$1,106,000 in 1998, $1,022,000 in 1997 and $1,627,000 in 1996.
The capital expenditures, earnings and competitive position of Registrant
have not been materially affected 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 but substantial increases in fuel costs or fuel shortages could
adversely affect the operations of Morgan. See also "Environmental Regulations"
under III Manufacturing - A. Spinnaker Industries, Inc. for more information
with respect to Spinnaker.
See Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations for a discussion of Year 2000 matters.
No portion of the business of the Registrant is regarded as seasonal,
except that, in the case of Morgan, fewer shipments are scheduled during the
winter months in those parts of the country where weather conditions limit
highway use.
There were no customers in 1998 or 1997 that represents 10% or more of
consolidated revenues. The Registrant does not believe that it is dependent on
any single customer.
Excluding the following for The Morgan Group, Inc.: approximately 1,530
-27-
independent owner-operators and 1,420 other drivers, the Registrant had a total
of 1,966 employees at December 31, 1998, compared to 1,881 employees at December
31, 1997.
Additional information with respect to each of the Registrant's lines of
business is included in Note 16 to the Consolidated Financial Statements
included as Item 14(a) below.
For additional information on The Morgan Group, Inc. and Spinnaker
Industries, Inc. reference is made the their Form 10-K's and other documents
filed with the Securities and Exchange Commission.
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.
Offices and
Name Positions Held Age
---- -------------- ---
Mario J. Gabelli 56
Chairman and Chief Executive Officer (since May 1986); 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.
Robert E. Dolan 47
Chief Financial Officer (since February 1992) and Controller (since
May 1990).
Robert A. Hurwich 57
Vice President-Administration, Secretary & General Counsel (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 subsequent year and until their respective
successors are chosen and qualified.
ITEM 2. PROPERTIES
- ------------------
Lynch leases space containing approximately 5,000 square feet for its
-28-
executive offices in Rye, New York.
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 34,000 square feet in the
aggregate. One facility owned by M-tron contains approximately 18,000 square
feet and is situated on 5.34 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.
Spinnaker's corporate headquarters is located in Dallas, Texas, where it
shares office space with an affiliate of its principal executive officers.
Spinnaker Coating owns two manufacturing facilities, Plant One and Plant
Two, in Troy, Ohio. Plant One is a 200,000 square foot complex located on
approximately five acres of land adjacent to the Miami River and Plant Two is a
98,000 square foot facility located on approximately five aces of land nearby.
There are approximately five undeveloped acres of land adjacent to Plant Two
that are available for expansion. Both facilities house manufacturing,
administrative and shipping operations.
Central Products owns two manufacturing facilities, one in Menasha,
Wisconsin and the other in Brighton, Colorado. The Menasha facility contains
approximately 160,000 square feet and the Brighton facility contains
approximately 210,000 square feet. The corporate office and center for
administrative services are located in a 20,000 square foot facility adjacent to
the Menasha plant. Central Products also maintain two leased distribution
centers in Neenah, WI (90,000 square feet), and Denver, CO (100,000 square
feet).
In connection with Spinnaker's acquisition of the Pressure Sensitive
Business of S.D. Warren in March 1998, the parties entered into the 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 5,000 square
foot facility (expiring October 31, 1999) and a 15,000 square foot facility
(expiring April, 2004) at Westbrook.
Spinnaker Electrical leases a 182,000 square foot facility in Carbondale,
Illinois. The plant is located on 15 acres of a 55 acre site and leases for
$1.00 per year, per acre, until 2092 with a 99 year extension option.
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.
During 1998 and 1997, Registrant's manufacturing facilities (except for LS)
-29-
operated in the aggregate at a relatively high level of capacity utilization.
Morgan owns approximately 24 acres of land with improvements in Elkhart,
Indiana. The improvements include a 23,000 square foot office building used as
Morgan's principal office, a 7,000 square foot leased building containing
additional offices, a 9,000 square foot building used for Morgan's safety and
driver service departments and also for storage and an 8,000 square foot
building used for driver training and commercial driver licensing, testing and
certification. Most of Morgan's 105 offices are situated on leased property.
Morgan also owns and leases property for parking and storage of equipment at
various locations throughout the United States, usually in proximity to
manufacturers of products moved by Morgan. The property leases have lease term
commitments of a minimum of thirty days and a maximum of three years, at monthly
rental ranging from $25 to $6,500. The Elkhart facility is currently mortgaged
to one of Morgan's lenders. In total, Morgan owns 69 acres of land throughout
the United States, including the Elkhart facilities.
Western New Mexico Telephone Company owns a total of 16.9 acres at fourteen
sites located in southwestern New Mexico. Its principal operating facilities are
located in Silver City, where Western owns a building comprising a total of
6,480 square feet housing its administrative offices and certain storage
facilities. In Cliff, Western owns five buildings with a total of 14,055 square
feet in which are located additional offices and storage facilities as well as a
vehicle shop, a wood shop, and central office switching equipment. Smaller
facilities, used mainly for storage and for housing central office switching
equipment, with a total of 8,384 square feet, are located in Lordsburg, Reserve,
Magdalena and five other localities. In addition, Western leases 1.28 acres on
which it has constructed four microwave towers and a 120 square-foot equipment
building. Western has the use of 38 other sites under permits or easements at
which it has installed various equipment either in small company-owned buildings
(totaling 2,403 square feet) or under protective cover. Western also owns 3,317
miles of copper cable and 421 miles of fiber optic cable running through
rights-of-way within its 15,000 square-mile service area. All Western's
properties described herein are encumbered under mortgages held by the Rural
Utilities Service ("RUS").
Inter-Community Telephone Company owns 12 acres of land at 10 sites. Its
main office at Nome, ND, contains 4,326 square feet of office and storage space.
In addition, it has 4,400 square feet of garage space and 5,035 square feet
utilized for its switching facilities. Inter-Community has 1,756 miles of copper
cable and 202 miles of fiber optic cable. All of Inter-Community's properties
described herein are encumbered under mortgages held by the National Bank for
Co-Operatives ("Co-Bank").
Cuba City Telephone Company is located in a 3,800 square foot brick
building on 0.4 of an acre of land. The building serves as the central office,
commercial office, and garage for vehicle and material storage. The company also
owns a cement block storage building of 800 square feet on 0.1 of an acre. In
Madison, Wisconsin, Cuba City leases 900 square feet for administrative
headquarters and financial functions. Belmont Telephone Company is located in a
cement block building of 800 square feet on .5 acre of land in Belmont,
Wisconsin. The building houses the central office equipment for Belmont. The
companies own a combined total of 221 miles of copper cable and 28 miles of
fiber optic cable. All of Cuba City's and Belmont's property described herein
are encumbered under mortgages held by the RUS and Rural Telephone Bank,
respectively.
-30-
J.B.N. Telephone Company owns a total of approximately 2.25 acres at
fifteen sites located in northeast Kansas. Its administrative and commercial
office consisting of 2,820 square feet along with a 1,600 square feet garage and
warehouse facility are located in Wetmore, Kansas. In addition, J.B.N. owns
thirteen smaller facilities housing central office switching equipment and over
1,186 miles of copper cable and 186 miles of fiber optic cable. All properties
described herein are encumbered under mortgages held by the RUS.
Haviland Telephone Company owns a total of approximately 3.9 acres at 20
sites located in south central Kansas. Its administrative and commercial office
consisting of 4,450 square feet is located in Haviland, Kansas. In addition,
Haviland owns 19 smaller facilities housing garage, warehouse, and central
office switching equipment and over 1,316 miles of copper cable and 61 miles of
fiber optic cable. All properties described herein are encumbered under a
mortgage held by the RUS.
Dunkirk & Fredonia Telephone Company (including its subsidiaries) own a
total of approximately 16.4 acres at 5 sites located in western New York. Its
host central office switching equipment, administrative and commercial offices
consisting of 18,297 square feet is located in Fredonia, New York. In addition,
Dunkirk & Fredonia owns 4 other smaller facilities housing garage, warehouse and
central office switching equipment and over 341 miles of copper cable and 30
miles of fiber optic cable. All properties described herein are encumbered under
a mortgage held by RUS.
Upper Peninsula Telephone Company owns a total of approximately 25 acres at
19 sites located principally in the Upper Peninsula of Michigan. Its host
central office switching equipment, administrative and commercial offices
consisting of 11,200 square feet is located in Carney, Michigan. In addition,
Upper Peninsula owns 25 other smaller facilities housing garage, warehouse and
central office switching equipment and over 2,098 miles of copper cable and 93
miles of fiber optic cable. All properties described herein are encumbered under
mortgages held by the RUS and Co-Bank.
CLR Video has its headquarters in leased space in Wetmore, Kansas. It also
owns one small parcel of land and leases 22 small sites, which it uses for its
cable receiving and transmission equipment. All properties described herein are
encumbered under a mortgage to Co-Bank.
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
- ----------------------------
Registrant is a party to certain lawsuits in the ordinary course of
business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
Not applicable.
-31-
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 high and lows in consolidated
trading of the Common Stock during the past two years is as follows:
Three Months Ended
-------------------
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
1997 March 31 June 30 Sept 30 Dec 31
- ----------------------- -------- --- ------- ---
High .................. 109 3/4 98 100 95
Low ................... 69 1/2 83 1/2 87 1/2 77
At March 15, 1999, the Company had 923 shareholders of record.
ITEM 6. SELECTED FINANCIAL DATA
- -------------------------------
Year Ended December 31 (a)
1998 1997 1996 1995 1994
--------- --------- --------- --------- ---------
Revenues (a) .................... $ 514,526 $ 467,536 $ 451,880 $ 333,627 $ 183,241
--------- --------- --------- --------- ---------
Operating Profit (b) ............ 24,020 24,787 16,940 19,847 10,942
Net Financing Activities ........ (25,341) (21,259) (14,689) (7,376) (4,333)
Reserve for Impairment, of
Investment in PCS License ...... -- (7,024) -- -- --
Gain on Sale of Subsidiary Stock
and Other Operating Assets ...... 4,778 169 5,146 59 190
--------- --------- --------- --------- ---------
Income (Loss) from Continuing
Operations Before Income Taxes,
Minority Interests, Discontinued
Operations and Extraordinary
Item ........................... 3,457 (3,327) 7,397 12,530 6,799
(Provision) Benefit for Income
Taxes ......................... (1,412) 713 (3,021) (4,906) (2,726)
Minority Interests .............. 1,312 (264) 418 (2,155) (1,372)
--------- --------- --------- --------- ---------
Income from Continuing Operations
Before Discontinued Operations,
and Extraordinary Items ........ 3,357 (2,878) 4,794 5,469 2,701
Discontinued Operations (c) ..... -- -- (750) (324) (109)
Extraordinary Items (d) ......... -- -- (1,348) -- (264)
--------- --------- --------- --------- ---------
Net Income (Loss) ............... $ 3,357 ($ 2,878) $ 2,696 $ 5,145 $ 2,328
========= ========= ========= ========= =========
Per Common Share (e)
-32-
Income (Loss) from Continuing
Operations Before Discontinued
Operations and Extraordinary
Items:
Basic ...................... $ 2.37 (2.03) 3.45 3.96 2.03
Diluted .................... $ 2.37 (2.03) 3.41 3.89 1.95
Net Income (Loss):
Basic ...................... $ 2.37 (2.03) 1.94 3.73 1.75
Diluted .................... $ 2.37 (2.03) 1.92 3.66 1.72
Cash, Securities and Short-Term
Investments .................. $ 29,120 $ 34,542 $ 36,102 $ 27,353 $ 31,521
Total Assets .................. 480,000 423,638 392,620 302,439 185,910
Long-Term Debt ................ 246,000 242,776 219,579 138,029 62,745
Shareholders' Equity(f) ....... $ 39,793 $ 36,451 $ 38,923 $ 35,512 $ 30,531
Notes:
(a) Includes results of Station WOI-TV from March 1, 1994, the Brown Bridge
Division (name changed to Spinnaker Coating in 1998) from September 19,
1994, Haviland Telephone Company from September 26, 1994, Central
Products Company from October 4, 1995, Dunkirk and Fredonia Telephone
Company from November 26,1996, Transit Homes of America from December
30, 1996, Upper Peninsula Telephone Company from March 18, 1997, S.D.
Warren (name changed to Spinnaker Coating-Maine, Inc.) from March 17,
1998, and tesa tape, inc. from July 31, 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 Lynch Tri-Can International.
(d) Loss on repurchase or redemption of Company's 8% convertible
subordinated debentures in 1994 and early extinguishment of debt at
Spinnaker in 1996.
(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 1997, for each
share of Lynch Common Stock, our shareholders received one share of
East/West Communications, Inc., an F-Block PCS licensee with licenses
covering a population of 20 million. These shares have a net book value
to Lynch of $0.12 per share.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
- -----------------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
RESULTS OF OPERATIONS
- ---------------------
YEAR 1998 COMPARED TO 1997
- --------------------------
Revenues increased to $514.5 million in 1998 from $467.5 million in 1997, a
10% increase. Acquisitions made during 1998 by Spinnaker Industries, Inc. were
the most significant contributors to this increase. In the multimedia segment,
revenues increased by $6.7 million, or 14% from the previous year, partially due
to the acquisition of Upper Peninsula Telephone Company in which control was
acquired on March 18, 1997, the remainder primarily coming from growth in
regulated and deregulated revenues. In addition, 1998 results include management
service income of $1.0 million related to compensation for bidding and
administrative services provided in certain PCS auctions. At The Morgan Group,
Inc., revenues increased by $4.3 million, or 3% due to gains in Specialized
Transport. In the manufacturing segment, revenues increased by $36.0 million, or
13%. On March 17, 1998, Spinnaker acquired the adhesive-backed label stock
division of S.D. Warren. This operation contributed $47.0 million to Spinnaker's
revenue increase. On July 31, 1998, Spinnaker acquired tesa tape, inc. pressure
- -sensitive electrical tape line and manufacturing plant. This purchase
contributed $4.2 million to Spinnaker's revenue increase. The remaining
Spinnaker operations, Central Products and Spinnaker Coating, Inc. (Ohio)
reported small revenue decreases during 1998 as a result of higher unit volume,
-33-
but at overall lower prices. 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 and expects to be less dependent on orders for
CRT glass press machines in the future.
Earnings before interest, taxes, depreciation and amortization (EBITDA)
increased to $49.5 million in 1998 from $45.8 million in 1997, a $3.7 million,
or an 8% increase. EBITDA for the telecommunications segment, which for 1998
represented 58% of EBITDA, increased by $4.8 million, or 20%, from 1997 to 1998.
$1.4 million of this increase was due to the acquisition of Upper Peninsula
Telephone Company. The remaining increase was due to growth in regulated and
deregulated operations. EBITDA at The Morgan Group, Inc. which represents 7% of
EBITDA increased by $1.1 million, or 55% from 1997's EBITDA primarily due to the
absence of special charges in 1998, special charges were $0.6 million in 1997.
EBITDA for the manufacturing group, which represents 38% of EBITDA in 1998,
decreased by $2.3 million due to decreases in EBITDA at Spinnaker Coating, Inc.
(Ohio), Central Products Company and Lynch Systems, Inc., which were not
entirely offset by the additional EBITDA as a result of the acquisition of the
adhesive-backed division of S.D. Warren, which contributed $5.6 million in
EBITDA in 1998. Of note, the acquisition of the electrical tape division of tesa
tape, inc. was essentially flat from an EBITDA perspective in 1998. Lower prices
plus higher manufacturing cost associated with increased volume caused the
reduced EBITDA at Spinnaker Coating and Central Products. Lynch Systems'
negative EBITDA variance of $3.4 million was due to significant decreases in
orders.
Operating profits for 1998 were $24.0 million, down from $24.8 million in
1997. The telecommunications segment's operating profits grew $3.9 million due
to the inclusion of Upper Peninsula Telephone Company for the full year and
revenue growth. Operating profits in the services segment increased by $1.0
million, or 98%, due to the absence of special charges. Operating profits in the
manufacturing sector fell by $5.8 million due to the $2.3 million EBITDA
decline, depreciation and amortization associated with the S.D. Warren and tesa
tape acquisitions of $1.7 million and $0.3 million, respectively, and increased
depreciation from capital expenditures at Central Products made in previous
years.
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
currently outstanding 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 $2.0 million both in 1998 and 1997.
Interest expense increased by $4.2 million in 1998 when compared to 1997.
The increase is due primarily to the effect of financing the two Spinnaker
acquisitions.
On July 31, 1998, Spinnaker Industries, Inc. completed the acquisition of
-34-
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 tax.
As of December 9, 1998, WNM Communications, Inc. a Lynch Telephone
Corporation subsidiary, sold the assets of its direct broadcast satellite
business serving portions of New Mexico for approximately $3.1 million. As a
result of the transaction, a pre-tax gain on the sale of the assets of
approximately $2.7 million was recognized and classified as gain on sale of
subsidiary stock and other operating assets in the consolidated statement of
operations.
In 1997, Lynch recorded a write-off of 30% of the investment in, loans to,
and deferred costs associated with its subsidiary's 49.9% equity ownership in
Fortunet Communications, L.P. ("Fortunet"), a partnership formed to acquire,
construct and operate licenses for the provision of personal communications
services in the so-called C-Block. Such write-off amounted to $7.0 million, or
$4.6 million after tax benefit (see discussion below). No such write-off
occurred in 1998. Lynch will continue to evaluate the realizability of its
investment in Fortunet and anticipates that the final results of the FCC
reauction of PCS licenses which began on March 23, 1999, could have a
significant impact on this evaluation.
The 1998 tax provision of $1.4 million, includes federal, state and local
taxes and represents an effective rate of 40.8% versus 21.4% effective tax
benefit rate in 1997. The difference in the effective rates is primarily due to
the effects of the amortization of goodwill and losses of subsidiaries.
During 1998, minority interest was income of $1.3 million versus $0.3
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.
YEAR 1997 COMPARED TO 1996
- --------------------------
Revenues increased to $467.5 million in 1997 from $451.9 million in 1996, a
4% increase. Acquisitions made during late 1996 and early 1997 in the multimedia
and service segments were the most significant contributors to this increase. In
the multimedia segment, revenues increased by $19.3 million to $47.9 million
from $28.6 million in the previous year. Dunkirk and Fredonia Telephone Company,
which was acquired on November 26, 1996, contributed $10.3 million compared to
$0.9 million in 1996. Upper Peninsula Telephone Company, control of which was
acquired on March 18, 1997, contributed $7.2 million to this segment's revenue
increase. In the services segment, revenues of $21.2 million resulting from the
acquisition of Transit Homes of America, Inc. on December 31, 1996, offset by
lower "Truckaway" revenues, was the primary contributor to the revenue increase
at The Morgan Group, Inc. In the manufacturing segment, revenues decreased by
$17.6 million reflecting order short-fall at Lynch Systems, Inc. (formerly Lynch
Machinery, Inc) of $7.4 million; revenue short-fall at all three units of
Spinnaker of $14.5 million; and partially offset by improved revenues at M-tron
of $4.4 million.
Earnings before interest, taxes, depreciation and amortization (EBITDA)
-35-
increased to $45.8 million in 1997 from $33.9 million in 1996, an $11.9 million,
or a 35% increase. Operating segment EBITDA (prior to corporate management fees
and expenses) grew to $47.4 million from $36.3 million, a 31% increase. The
manufacturing segment represented 46% of EBITDA, or $21.2 million, a decrease of
$1.6 million versus 1996. While all of the other components of the manufacturing
segment had increases, they were more than offset by lower EBITDA at Lynch
Systems of $3.2 million when compared to 1996 results due to lower sales volume
of the extra-large glass presses. The services segment had EBITDA of $2.1
million versus negative EBITDA of ($1.8) million in 1996 predominately due to
special charges recorded at Morgan of $3.5 million in 1996 and $0.6 million in
1997. The multimedia segment contributed $24.1 million, or 52.7% of total EBITDA
versus $15.3 million in 1996 due the effects of the acquisition of Dunkirk &
Fredonia Telephone Company and Upper Peninsula Telephone Company.
Operating profits for 1997 were $24.8 million, an increase of $7.8 million,
or 46.3%, versus 1996. Operating profits in the services segment increased by
$4.3 million due to the same factors impacting EBITDA. There were also increases
in the multimedia and corporate segments operating profits of $5.2 million and
$0.9 million offset by a decline in the manufacturing segment of $2.5 million.
Investment income decreased by $0.2 million to $2.0 million in 1997 versus
1996. The decrease was related to lower dollar investments generating current
income.
Interest expense increased by $6.5 million in 1997 when compared to 1996.
The increase is due primarily to the full year effect of financing the
acquisitions of Dunkirk and Fredonia Telephone Company, the acquisition of Upper
Peninsula Telephone Company and the Subordinated Notes issued by Spinnaker in
October 1996.
In 1997, Lynch provided a reserve of 30% of the investment in, loans to,
and deferred costs associated with its subsidiary's 49.9% equity ownership in
Fortunet Communications, L.P. ("Fortunet"), a partnership formed to acquire,
construct and operate licenses for the provision of personal communications
services ("PCS") in the so-called C-Block Auction. Such write-off amounted to
$7.0 million, or $4.6 million after tax benefit.
In May 1996, the FCC concluded the C Block Auction for 30-megahertz of
broadband spectrum across the United States to be used for PCS. PCS is the
second generation of low-cost digital wireless service utilized for voice, video
and data devices. In the C-Block Auction, certain qualified small businesses
were afforded bidding credits as well as access to long-term government
financing for a substantial portion of the cost of the licenses acquired.
As a result of this auction, Fortunet acquired 31 licenses in 17 states
covering a population ("POP") of 7.0 million. The total cost of these licenses
was $216 million, or $30.76 per POP, after the 25% bidding credit. The U.S.
Government lent licensees 90% of the net cost of the licenses. Events during and
subsequent to the auction, as well as other externally driven technologies and
market forces, have made financing of the Government installment debt and the
development of these licenses through the capital markets much more difficult
than previously anticipated.
Fortunet, as well as many of the license holders from this auction, has
petitioned the FCC for relief in terms of (1) resetting the interest rate to the
appropriate rate at the time; (2) further reducing or delaying the required debt
-36-
payments in order to afford better access to capital markets; and (3) relaxing
the restrictions with regard to ownership structure and alternative arrangements
in order to afford these small businesses the opportunity to more realistically
restructure and build-out their systems. The response from the FCC which was
announced on September 26, 1997, and modified on March 26,1998, afforded license
holders a choice of four options, one of which was the resumption of current
debt payments which had been suspended earlier this year. The ramifications of
choosing the other three courses of action could result in Fortunet ultimately
forfeiting either 30%, 50%, or 100% of its current investment in these licenses.
On July 8, 1998, Fortunet returned 28 of the 31 licenses it was awarded and
returned half of the spectrum of the remaining three licenses. Fortunet
currently is the licensee for 15 MHZ of spectrum in three Florida markets:
Tallahassee, Panama City, and Ocala covering approximately 785,000 POPs at a
cost of $20.09 per 15 MHZ POP (equal to $40.18 per 30 MHZ POP). It used the down
payment from the licenses returned, after deducting the 30% forfeited, to repay
all remaining Government debt. No further write-offs have been recorded as a
result of this restructure.
The 1997 tax benefit of $0.7 million, includes federal, state and local
taxes and represents an effective rate of 21.4% versus the 40.8% effective tax
rate in 1996. The difference in the effective rates is primarily due to the
effects of state income taxes and the amortization of goodwill.
FINANCIAL CONDITION
- -------------------
As of December 31, 1998, the Company had current assets of $162.6 million
and current liabilities of $143.8 million. Working capital was therefore $18.8
million as compared to $60.5 million at December 31, 1997. The decrease was
primarily due to the two acquisitions at Spinnaker which were financed, to a
large extent, through the use of Spinnaker's working capital line of credit
which expires 2001 but is classified as a short term facility.
Capital expenditures were $19.8 million in 1998 and $21.8 million in 1997.
Overall 1999 capital expenditures are expected to be approximately $5.0 million
above the 1998 level due to additional expenditures for the Company's Kansas
Telephone operation.
At December 31, 1998, total debt was $318.4 million, which was $37.3
million more than the $281.1 million at the end of 1997, primarily due to the
two acquisitions at Spinnaker during 1998. Debt at year end 1998 included $234.8
million of fixed interest rate debt, at an average interest rate of 9.0% and
$83.6 million of variable interest rate debt at an average interest rate of
8.0%. Additionally, the Company had $26.1 million in unused lines of credit at
December 31, 1998, of which $8.2 million was attributed to Spinnaker, and $8.7
million of which was attributable to Morgan. As of December 31, 1998, the Parent
Company borrowed $15.2 million under two short-term line of credit facilities
with maximum availability totaling $20.0 million. These short-term lines of
credit expire on June 30, 1999 ($10.0 million) and December 29, 1999 ($10.0
million). Management anticipates that these lines will be renewed when they
expire but there is no assurance that they will be.
Backlog in the manufactured products segment at December 31, 1998 was $12
million versus $30.9 million at the end of 1997. Included in the backlog at
December 31, 1997 was a $16 million glass press order at Lynch Systems from an
international customer. The customer subsequently canceled this order. The
-37-
purchase order associated with this order contained a cancellation provision
pursuant to which the customer paid Lynch Systems $2.4 million which can be used
by the customer as a discount for future orders. Aside from the cancellation at
Lynch Systems referred to above, backlog decreased by $2.7 million primarily due
to a decrease in orders at M-tron.
Since 1987, the Board of Directors of Lynch has authorized the repurchase
of 300,000 common shares. At December 31, 1998, Lynch's remaining authorization
is to repurchase an additional 69,000 shares of common stock. No shares of stock
have been purchased since April 1993.
On February 22, 1999, The Morgan Group, Inc. filed a Schedule 13E4, that
invites its shareholders to tender up to 100,000 shares of Class A common stock,
to Morgan at prices not less than $8.50 nor greater than $10.00 per share. The
tender offer expired March 19, 1999, whereby Morgan purchased 103,000 shares at
$9 per share. Lynch has decided not to tender any shares in response to this
offer.
The Board of Directors has adopted a policy not to pay cash dividends and
such policy 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 1999.
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. For Lynch consolidated, total debt
to shareholder equity was 8 to 1, and for Spinnaker, consolidated total debt to
shareholder equity was 22 to 1.
The Company has been pursuing segmentation of its businesses, through a
"spin-off" of its multimedia and services operations. A spin-off could improve
management focus, facilitate and enhance financings and set the stage for future
growth, including acquisitions. A split could also help surface the underlying
values of the company as the different business segments appeal to differing
"value" and "growth" cultures in the investment community. There are a number of
matters to be examined in connection with a spin-off, including tax
consequences, and there is no assurance that such a spin-off will be effected.
The Company has a significant need for resources to fund the operations of
the holding company and fund future growth. Lynch is currently considering
various alternative long and short-term financing arrangements. One such
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 has recently initiated two programs which may effect future
operations and cash flow.
-38-
a. Cost Cutting - The Company is taking a three step approach to cutting
costs. First is a review to eliminate certain centralized overhead
costs. Second, a review of the Company's overall financial costs is
being undertaken with an objective of achieving savings from
refinancing and restructuring certain debt instruments. Third, the
Company's operating entities will take advantage of cost savings
opportunities without sacrificing quality of service.
b. Harvesting - The second program is a concentrated effort to monetize
the Company's assets, including selling a portion or all of certain
investments in Company's operating entities. These may include
Company's minority interest in network affiliated television stations
and certain telephone operations where competitive local exchange
carrier opportunities are not readily apparent. Company's
approximately 61% owned subsidiary, Spinnaker, has retained Schroder &
Co., Inc. to seek strategic alternatives, including a possible sale of
all or a portion of its business, merger or other combination of
Spinnaker and/or its subsidiaries. There is no assurance that all or
any part of this program can be effected on acceptable terms.
YEAR 2000
- ---------
The Company has initiated a comprehensive review of its computer systems to
identify the systems that could be affected by the "Year 2000" issue and is
developing and conducting an implementation plan to resolve the issue. The Year
2000 problem is 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 result in a major system failure or miscalculation. The Company's Year
2000 review is being performed primarily by internal staff, and in certain
operations is supplemented by outside consultants. The principal Information
Technology ("IT") systems that may be impacted by the Year 2000 for the
Company's telecommunications operations are central office switching, billing
and accounting. The principal IT systems for the Morgan Group are order entry
dispatch and accounting. The principal IT systems for the Company's
manufacturing companies are sales order entry, shop floor control, inventory
control and accounting. The Year 2000 may also impact 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 be
impacted by the Year 2000 readiness of third party vendors/suppliers.
Due to the integral nature of switching equipment and billing software to
their operations, the telecommunications businesses are most effected by the
Year 2000 issue. The majority of the telephone companies' switching and billing
software is Year 2000 compliant, with the remaining expected to be compliant by
the third quarter of 1999. The telecommunications businesses rely on switching
equipment and software provided by third party vendors. It is the Company's
understanding that the vendors have completed testing of the software and that
no additional action by the Company will be required after installation. The
telecommunications businesses periodically upgrade switching software in order
to remain current with respect to service features. The upgrades provided other
enhanced service features as well as included Year 2000 readiness and have been
capitalized. Other remediation costs, including internal costs have been charged
to expense as incurred. The total cost of Year 2000 remediation for the
-39-
telecommunications businesses is estimated to be approximately $0.9 million, of
which approximately $0.4 million has been spent to date. The telecommunications
businesses have not developed a contingency plan and are in the process of
determining the needs for such a plan.
The Morgan Group, Inc. is in the process of remediating the Year 2000
issue, primarily through the replacement of a significant portion of its
operating software. Implementation is expected to be completed by July 1999,
with final testing completed by September 1999. The total cost of Year 2000
remediation is estimated to be approximately $0.4 million, of which
approximately $0.1 million has been spent to date. Costs specifically associated
with modifying internal use software are charged to expense as incurred. At this
time, The Morgan Group has not developed a comprehensive contingency plan.
The assessment phase for the Company's manufacturing businesses is
approximately 80% complete. Based upon its identification and assessment efforts
to date, the Company has determined that certain of its computer and software
used in manufacturing and accounting systems require replacement or
modification. Such replacements and modifications are ongoing and estimated to
be 60% complete. The Company expects the assessment phase to be completed by
June 1999, with testing and remediation complete by September 1999. The total
cost of Year 2000 remediation for the manufacturing businesses is estimated to
be approximately $0.6 million, of which approximately $0.1 million has been
spent to date. A comprehensive contingency plan has not been completed at this
time.
The estimated costs and projected dates of completion for the Company's
Year 2000 program are based on management's estimates and were developed using
numerous assumptions of future events, some of which are beyond the Company's
control. The Company presently believes that with modifications to existing
software and converting to new software, the Year 2000 issue will not pose
significant operational problems for the Company as a whole. However, if such
modifications and conversions are not completed timely or are ineffective, the
Year 2000 issue may materially and adversely impact the Company's financial
condition, results of operations and cash flows.
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
(approximately $29.1 million at December 31, 1998). 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, 1998, approximately $83.6 million, or 26% 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 1998 average interest rate under these
borrowings, it is estimated that the Company's 1998 interest expense would have
-40-
changed by $0.8 million. 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
------------------------
On August 25, 1997, Registrant's majority-owned subsidiary Spinnaker
Industries, Inc. ("Spinnaker") dismissed Deloitte & Touche LLP, independent
accountants ("DT"), as the principal accountant for Central Products Company, a
wholly owned subsidiary of Spinnaker ("Central Products"), and expanded the
auditing responsibility of Registrant's and Spinnaker's principal accountants,
Ernst & Young LLP ("EY"), to include Central Products operations. EY has served
as the Registrant's and Spinnaker's principal independent accountant since at
least 1988. EY referred to DT's audits of Central Products' financial statements
as of December 31, 1996 and for the year ended December 31, 1996, in its reports
regarding its audits of the financial statements of Registrant and Spinnaker.
Spinnaker's Audit Committee, with the knowledge of Registrant's Audit
Committee, recommended the foregoing change in accountants to Spinnaker's Board
of Directors, who approved such action on August 12, 1997. The Spinnaker Audit
Committee's recommendation was based upon its desire to consolidate its annual
audit process under one independent accounting firm.
The reports of DT on Central Products' financial statements for the year
ended December 31, 1996, have not contained an adverse opinion or a disclaimer
of an opinion, nor were they qualified or modified as to uncertainty, audit
scope, or accounting principles. There were no disagreements with DT or any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure during the period and in the subsequent interim
periods, which, if they had not been resolved to the satisfaction of DT, would
have caused it to make reference to such disagreement in its report on Central
Products' financial statements. Spinnaker filed a Form 8-K dated August 25,
1997, with respect to such change.
-41-
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 1999, 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 1999,
which information is incorporated herein by reference. The Performance Graph in
the Proxy Statement shows that Registrant's Common Stock underperformed 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 through 1994, 1995, 1996, and 1997.
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 1999,
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
1998, 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 - December 31, 1998 and 1997
-42-
Consolidated Statements of Operations - Years ended December 31, 1998,
1997, and 1996
Consolidated Statements of Shareholders' Equity - Years ended December
31, 1998, 1997, and 1996
Consolidated Statements of Cash Flows - Years ended December 31, 1998,
1997, and 1996
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules:
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.
See Page 2 above re Forward Looking Information.
(3) Exhibits: See the Exhibit Index on pages 75-81 of this Form 10-K Annual
Report. The following Exhibits listed in the Exhibit Index are filed
with this Form 10-K Annual Report:
10(u)(iv) - Letter Agreement dated as of December 16, 1998 between Rivgam
Communicators, L.L.C. and Lynch PCS Corporation G.
10(c)(c) - Letter Agreement dated November 11, 1998 between Registrant and
Gabelli & Company, Inc.
21 - Subsidiaries of the Registrant
23 - Consents of Independent Auditors
- Ernst & Young LLP
- McGladrey & Pullen, LLP(2)
- Deloitte & Touche LLP
- Johnson Mackowiak Moore & Myott, LLP
- Frederick & Warriner, L.L.C.
24 - Powers of Attorney
27 - Financial Data Schedule
99 - Report of Independent Auditors.
- Report of McGladrey & Pullen, LLP on the Financial
statements of Capital Communications Corporation for the
year ended December 31, 1996.
- Report of McGladrey & Pullen, LLP on the Financial
Statements of Coronet Communications Corporation for the
year ended December 31, 1996.
-43-
- Report of Deloitte & Touche LLP on the Financial
Statements of Central Products Company for the year
ended December 31, 1996.
- Report of Johnson Mackowiak Moore & Myott, LLP on
the Consolidated financial statements of Dunkirk &
Fredonia Telephone Company for the period November
21, 1996 through December 31, 1996.
- Report of Frederick & Warinner, L.L.C. on the Financial
Statements of CLR Video, Inc. for the year ended
December 31, 1996.
(b) Reports on Form 8-K: None were filed since September 30, 1998
(d) Exhibits:
Exhibits are listed in response to Item 14(a)(3)
(e) Financial Statement Schedules:
Financial Statement Schedules are listed in response to Item 14(a)(2)
-44-
REPORT OF INDEPENDENT AUDITORS
Shareholders and Board of Directors
Lynch Corporation
We have audited the accompanying consolidated balance sheets of Lynch
Corporation and subsidiaries ("Lynch Corporation" or the "Company") as of
December 31, 1998 and 1997, and the related consolidated statements of
operations, shareholders' equity, and cash flows for each of the three years in
the period ended December 31, 1998. 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 did not audit the 1996 financial statements of
Central Products Company, a wholly-owned subsidiary of Spinnaker Industries,
Inc. (a 73% owned subsidiary of Lynch Manufacturing as of December 31, 1996, a
wholly-owned subsidiary of Lynch Corporation), which statements reflect total
revenues of $126,383,000 for the year ended December 31, 1996, the 1996
financial statements of Dunkirk and Fredonia Telephone Company, a wholly-owned
subsidiary of DFT Communications, Inc. (formerly Lynch Telephone VIII, a
wholly-owned subsidiary of Lynch Corporation) which statements reflect total
revenues of $575,000 for the two month period ended December 31, 1996, the 1996
financial statements of CLR Video, L.L.C., a wholly-owned subsidiary of Lynch
Multimedia ( a wholly-owned subsidiary of Lynch Corporation) which statements
reflect total revenues of $1,399,000 for the year ended December 31, 1996, and
the 1996 financial statements of Coronet Communications Company and of Capital
Communications Company, Inc. (corporations in which the Company has a 20% and
49% interest, respectively). Those statements were audited by other auditors
whose reports have been furnished to us, and our opinion, insofar as it relates
to data included for Central Products Company in 1996, Dunkirk and Fredonia in
1996, CLR Video, L.L.C. in 1996, Coronet Communications Company and Capital
Communications Company, Inc. in 1996, is based solely on the reports of other
auditors.
We conducted our audits in accordance with generally accepted auditing
standards. 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 and the reports of other auditors provide a
reasonable basis for our opinion.
In our opinion, based on our audits and the reports of other auditors, 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, 1998 and 1997 and the consolidated results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1998, in conformity with generally accepted accounting principles.
Also, in our opinion, based on our audits, and the reports of other auditors,
the related financial statements 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 26, 1999
-45-
Lynch Corporation and Subsidiaries
Consolidated Balance Sheets
---------------------------
December 31
1998 1997
----- ----
(In Thousands)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents .......................... $ 28,153 $ 33,557
Marketable securities and short-term investments ... 967 985
Trade accounts receivable, less allowances of $1,305
and $1,448 in 1998 and 1997, respectively .......... 58,988 54,480
Inventories ........................................ 46,563 35,685
Deferred income taxes .............................. 15,979 17,993
Other current assets ............................... 11,972 10,059
------ ------
TOTAL CURRENT ASSETS ................................. 162,622 152,759
PROPERTY, PLANT AND EQUIPMENT:
Land ............................................... 2,054 1,742
Buildings and improvements ......................... 30,248 25,272
Machinery and equipment ............................ 232,152 190,579
------- -------
264,454 217,593
Accumulated depreciation ........................... (77,930) (60,064)
------- -------
186,524 157,529
EXCESS OF COST OVER FAIR VALUE
OF NET ASSETS ACQUIRED, NET ........................ 91,520 73,257
INVESTMENTS IN AND ADVANCES TO PCS ENTITIES .......... 23,360 25,448
OTHER ASSETS ......................................... 15,974 14,645
------ ------
TOTAL ASSETS ......................................... $ 480,000 $ 423,638
========= =========
See accompanying notes.
-46-
December 31
1998 1997
------ ------
(In Thousands)
Liabilities and shareholders' equity
CURRENT LIABILITIES:
Notes payable to banks ............................ $ 61,723 $ 29,021
Trade accounts payable ............................ 36,561 21,381
Accrued interest payable .......................... 3,464 886
Accrued liabilities ............................... 27,038 29,417
Customer advances ................................. 4,402 2,249
Current maturities of long-term debt .............. 10,666 9,302
------ -----
TOTAL CURRENT LIABILITIES ........................... 143,854 92,256
LONG-TERM DEBT ...................................... 246,000 242,776
DEFERRED INCOME TAXES ............................... 26,560 33,764
MINORITY INTERESTS .................................. 14,526 13,839
OTHER LONG-TERM LIABILITIES ......................... 9,267 4,552
SHAREHOLDERS' EQUITY:
Common Stock, no par or stated value:
Authorized 10 million shares, issued 1,471,191
shares and outstanding of 1,418,248 and
1,417,048 shares ................................ 5,139 5,139
Additional paid-in capital ........................ 8,554 8,644
Retained earnings ................................. 26,771 23,414
Accumulated other comprehensive income ............ 59 --
Treasury stock of 52,943 and 54,143 shares, at cost (730) (746)
------ ------
TOTAL SHAREHOLDERS' EQUITY .......................... 39,793 36,451
------ ------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY .......... $ 480,000 $ 423,638
========= =========
See accompanying notes.
-47-
Lynch Corporation and Subsidiaries
Consolidated Statements of Operations
-------------------------------------
(Dollars In Thousands, Except per Share Amounts)
Year ended December 31
1998 1997 1996
----------- ----------- -----------
SALES AND REVENUES:
Multimedia .................................... $ 54,622 $ 47,908 $ 28,608
Services ...................................... 150,454 146,154 132,208
Manufacturing ................................. 309,450 273,474 291,064
----------- ----------- -----------
514,526 467,536 451,880
----------- ----------- -----------
COSTS AND EXPENSES:
Multimedia .................................... 38,176 35,363 21,435
Services ...................................... 138,193 135,431 127,236
Manufacturing ................................. 268,376 227,621 241,683
Selling and administrative .................... 45,761 44,334 44,586
----------- ----------- -----------
OPERATING PROFIT ................................ 24,020 24,787 16,940
----------- ----------- ------------
Other income (expense):
Investment income ............................. 2,064 2,048 2,203
Interest expense .............................. (27,722) (23,461) (17,011)
Equity in earnings of affiliated companies .... 317 154 119
Reserve for impairment of investment in
PCS license holders ......................... -- (7,024) --
Gain on sales of subsidiary stock and
other operating assets ...................... 4,778 169 5,146
---------- ---------- ----------
(20,563) (28,114) (9,543)
---------- ---------- ----------
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES, MINORITY INTERESTS, DISCONTINUED
OPERATIONS AND EXTRAORDINARY ITEM ............... 3,457 (3,327) 7,397
Benefit (provision) for income taxes ............ (1,412) 713 (3,021)
Minority interests .............................. 1,312 (264) 418
---------- --------- ---------
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE
DISCONTINUED OPERATIONS AND EXTRAORDINARY ITEM .. 3,357 (2,878) 4,794
Discontinued operations:
Loss from operations of Lynch Tri-Can
International (less applicable income taxes of
$149 and minority interest effects of $29) .... -- -- (263)
Loss on disposal of Lynch Tri-Can International
(less applicable income taxes of $167 and
minority interest effect of $54) .............. -- -- (487)
----------- ----------- -----------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM ............ 3,357 (2,878) 4,044
Loss on early extinguishment of debt, net of
income tax benefit of $953 and minority
interest effect of $495 ......................... -- -- (1,348)
----------- ----------- -----------
NET INCOME (LOSS) ............................... $ 3,357 $ (2,878) $ 2,696
=========== =========== ===========
Weighted average shares outstanding ............. 1,418,000 1,415,000 1,388,000
Basic earnings per share:
Income (loss) from continuing operations before
discontinued operations and extraordinary item $ 2.37 $ (2.03) $ 3.45
Loss from discontinued operations ............. -- -- (.54)
Extraordinary loss ............................ -- -- (.97)
----------- ----------- -----------
NET INCOME (LOSS) ............................... $ 2.37 $ (2.03) $ 1.94
=========== =========== ===========
Diluted earnings per share:
Income (loss) from continuing operations before
discontinued operations and extraordinary item $ 2.37 $ (2.03) $ 3.41
Loss from discontinued operations ............. -- -- (.53)
Extraordinary loss ............................ -- -- (.96)
----------- ----------- -----------
NET INCOME (LOSS) ............................... $ 2.37 $ (2.03) $ 1.92
=========== =========== ===========
See accompanying notes.
-48-
Lynch Corporation and Subsidiaries
Consolidated Statements of Shareholders' Equity
-----------------------------------------------
Accumulated
Other
Common Additional Comprehen-
Stock Common Paid-in Retained sive Treasury
Outstanding Stock Capital Earnings Income Stock Total
------------- ---------- ------------ ------------------------------------ ------------
(Dollars In Thousands)
Balance at December 31, 1995 1,378,663 $ 5,139 $ 7,873 $ 23,776 -- $ (1,276) $ 35,512
Issuance of treasury stock 12,371 -- 584 -- -- 171 755
Capital transactions of
The Morgan Group Inc. .. -- -- (40) -- -- -- (40)
Net income for the year .. -- -- -- 2,696 -- -- 2,696
-------- -------- --------- --------- ---------- ---------- ---------
Balance at December 31, 1996 1,391,034 5,139 8,417 26,472 -- (1,105) 38,923
Capital transactions of
The Morgan Group, Inc. . -- -- (86) -- -- -- (86)
Issuance of treasury stock 26,014 -- 313 -- -- 359 672
Dividend of East/West
Communications, Inc. ... -- -- -- (180) -- -- (180)
Net loss for the year .... -- -- -- (2,878) -- -- (2,878)
-------- --------- --------- --------- --------- --------- ----------
Balance at December 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 for the year .... -- -- -- 3,357 -- -- 3,357
Other comprehensive income,
net of tax
Unrealized gains on
securities, net of
reclassification adjustment -- -- -- -- 59 -- 59
-- ---------
Other comprehensive income . -- -- -- -- -- -- 59
---------
Comprehensive income ....... -- -- -- -- -- -- 3,416
--------- --------- --------- ---------- --------- --------- ---------
Balance at December 31, 1998 1,418,248 $ 5,139 $ 8,554 $ 26,771 $ 59 $ (730) $ 39,793
========= ========= ========= ========= ========= ========= =========
See accompanying notes.
-49-
Lynch Corporation and Subsidiaries
Consolidated Statements of Cash Flows
-------------------------------------
Year ended December 31
1998 1997 1996
--------- --------- -----------
(In Thousands)
OPERATING ACTIVITIES
Net income (loss) ............................... $ 3,357 $ (2,878) $ 2,696
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization ............... 25,453 21,045 16,981
Amortization of deferred financing charges .. 771 632 --
Extraordinary loss on early extinguishment of
debt ........................................ -- -- 1,348
Net effect of purchases and sales of
trading securities ........................ 18 1,171 9,276
Deferred income taxes ....................... (4,862) (3,751) 2,082
Equity in earnings of affiliated companies .. (317) (154) (119)
Minority interests .......................... (1,312) 264 (500)
Morgan special charge ....................... -- -- 3,500
Gain on sale of subsidiary stock and other
operating assets ............................ (4,778) (169) (5,146)
Reserve for impairment in investment in PCS
license holders ............................. -- 7,024 --
Changes in operating assets and
liabilities, net of effects of
acquisitions:
Receivables ............................... 91 (1,357) 407
Inventories ............................... 492 1,174 (3,374)
Accounts payable and accrued liabilities .. 17,387 (1,342) 3,743
Other ..................................... (1,295) 2,426 (1,810)
------ ----- ------
NET CASH PROVIDED BY OPERATING ACTIVITIES ....... 35,005 24,085 29,084
------ ------ ------
INVESTING ACTIVITIES
Acquisitions (total cost less debt assumed and
cash equivalents acquired):
Spinnaker Coating-Maine ....................... (47,933) -- --
Spinnaker Electrical Tape Company ............. (7,267) -- --
Dunkirk and Fredonia .......................... -- -- (17,788)
Upper Peninsula Telephone Company ............. -- (24,968) --
Other ......................................... -- -- (7,813)
Investment in Personal Communications Services
Partnerships, net ............................. 2,088 1,644 (27,106)
Capital expenditures ............................ (19,795) (21,828) (25,518)
Investment in Coronet Communications Company .... -- 2,995 --
Sale of investments in DBS operation and
cellular partnerships ......................... 2,696 8,576 --
Other ........................................... 144 (31) (1,597)
--------- --------- ---------
NET CASH USED IN INVESTING ACTIVITIES ........... (70,067) (33,612) (79,822)
--------- --------- ---------
FINANCING ACTIVITIES
Issuance of long-term debt ...................... 6,989 25,027 166,358
Payments to reduce long-term debt ............... (9,455) (26,634) (101,708)
Net borrowings, lines of credit ................. 32,256 9,863 7,797
Deferred financing costs ........................ (726) -- (7,139)
Sale of treasury stock .......................... 90 672 755
Sale of minority interests ...................... -- -- 3,642
Other ........................................... 504 210 (942)
--------- --------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES ....... 29,658 9,138 68,763
--------- --------- ---------
Net increase (decrease) in cash and cash ........ (5,404) (389) 18,025
equivalents
Cash and cash equivalents at beginning of year .. 33,557 33,946 15,921
--------- --------- ---------
Cash and cash equivalents at end of year ........ $ 28,153 $ 33,557 $ 33,946
========= ========= =========
See accompanying notes.
-50-
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.
Investments in affiliates in which the Company does not have majority voting
control are accounted for in accordance with the equity method. All material
intercompany transactions and accounts have been eliminated in consolidation.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally accepted
accounting principles 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.
The Company has a significant need for resources to fund the operations of the
holding company and fund future growth. The Company is currently considering
various alternative long and short-term financing arrangements. One such
alternative would 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 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.
Cash Equivalents
- ----------------
Cash equivalents consist of highly liquid investments with a maturity of less
than three months when purchased.
At December 31, 1998 and 1997, assets of $21.8 and $19.9 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.
Marketable Securities and Short-term Investments
- ------------------------------------------------
Marketable securities and short-term investments consist principally of U.S.
Treasury obligations and common stocks. At December 31, 1998 and 1997, all
marketable securities and United States Treasury money market funds classified
as cash equivalents were classified as trading, with the exception of certain
equity securities in 1998 and 1997 with a carrying value of $1.2 million and
$1.0 million, respectively, which were classified as available-for-sale. Trading
and available-for-sale securities are stated at fair value with unrealized gains
or losses on trading securities included in earnings and unrealized gains or
losses on available-for-sale securities included in a separate component of
shareholders' equity and as a component of comprehensive income. Unrealized
gains of $82,000, $169,000 and $628,000 on trading securities has been included
in earnings for the year ended December 31, 1998, 1997 and 1996, respectively.
During 1998, shareholders' equity was adjusted by $59,000 for unrealized gains
-51-
on available-for-sale securities. There was no adjustment to shareholders'
equity for the available-for-sale securities at December 31, 1997 and 1996.
The cost of marketable securities sold is determined on the specific
identification method. Realized gains of $382,000, $229,000 and $102,000, and
realized losses of $0, $9,000 and $112,000, are included in investment income
for the years ended December 31, 1998, 1997 and 1996, respectively.
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 $91.5 million and $73.3 million, net of accumulated amortization
of $15.3 million and $11.2 million, at December 31, 1998 and 1997, respectively.
Multimedia
- ----------
Multimedia revenues include local and intrastate telephone company service
revenues which are subject to review and approval by state public utility
commissions, and long distance network revenues, which are based upon charges to
long distance carriers through a tariff filed by the National Exchange Carriers
Association with the Federal Communications Commission. Revenues are based on
cost studies for the Company's exchanges, and have been estimated pending
completion of final cost studies.
Services
- --------
Service revenues and related estimated costs of transportation are recognized
when transportation of the manufactured housing, recreational vehicle or other
product is completed.
Liability insurance is maintained with a deductible amount for claims resulting
from personal injury and property damage (up to $25 million per occurrence) and
cargo damage (up to $1 million per occurrence). Provisions are made for the
estimated liabilities for the self-insured portion of such claims as incurred.
-52-
Manufacturing
- -------------
Manufacturing revenues, with the exception of certain long-term contracts
discussed below, are recognized on shipment. The Company considers
concentrations of credit risk to be minimal due to its diverse customer base.
Research and Development Costs
- ------------------------------
Research and development costs are charged to operations as incurred. Such costs
were $1,106,000, $1,022,000, and $1,627,000 in 1998, 1997, and 1996,
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 is very similar to the previously reported fully diluted
earnings per share. All earnings per share amounts for all periods have been
presented in conformity with the SFAS No. 128 requirements.
Comprehensive Income
- --------------------
Effective January 1, 1998, the Company adopted SFAS No. 130, Reporting
Comprehensive Income. SFAS No. 130 establishes new standards for the reporting
and display of comprehensive income and its components. However, the adoption of
SFAS No. 130 had no impact on the Company's net income or shareholders' equity.
SFAS No. 130 requires unrealized gains or losses on the Company's
available-for-sale securities, which prior to adoption were reported separately
in shareholders' equity, to be included in other comprehensive income. There
were no items of comprehensive income in 1997 and 1996.
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 16.
Pensions and Other Post-Retirement Benefits
- -------------------------------------------
In February 1998, the FASB issued SFAS No. 132, Employers Disclosures About
-53-
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 benefit 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, 1998 and 1997, costs in
excess of billings were $0 and $1.2 million, respectively.
Impairments
- -----------
Effective January 1, 1996, the Company adopted SFAS No. 121, Accounting for the
Impairment of 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,
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
- ------------------------
During 1996, the Company adopted 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, Accounting for Stock Issued
to Employees and related interpretations. Under 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 10
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
-54-
approximates fair value due to the short-term maturity of these instruments. The
carrying amount 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 $115 million at
December 31, 1998 and 1997 and a fair value of approximately $100.1 million and
$119.0 million, respectively at December 31, 1998 and 1997, based on quoted
market prices. A subsidiary of the Company is a party to an interest rate swap
agreement (which is accounted for as an adjustment to interest expense) with a
principal amount of $9.3 million at December 31, 1998 which expires in December
2000. At December 31, 1998 and 1997, the Company estimated it would have paid
$390,000 and $406,000, respectively, to terminate the swap agreement.
Issuance of Stock by Subsidiaries and Investees
- -----------------------------------------------
Changes in the Company's equity in a subsidiary or an investee caused by
issuances 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
- -----------------
Certain amounts in the 1997 and 1996 financial statements have been reclassified
to conform to the 1998 presentation. The 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, 1999. 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 and Dispositions
- --------------------------------
Acquisitions
- ------------
On July 31, 1998, the Company's subsidiary, Spinnaker Industries, Inc. acquired
tesa tape, inc.'s pressure sensitive electrical tape product line and its
Carbondale, IL manufacturing plant (the "tesa tape Acquisition"). The purchase
price totaled $10.7 million plus transactions costs, 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.
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On March 17, 1998, Spinnaker Coating-Maine, Inc. 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 $21.3 million in goodwill which
is being amortized over 30 years.
On March 18, 1997, Lynch Michigan Telephone Holding Company, a wholly-owned
subsidiary of Lynch acquired approximately 60% of the outstanding shares of
Upper Peninsula Telephone Company for $15.2 million and completed the
acquisition of the remaining 40% on May 23, 1997 (the "Upper Peninsula
Acquisition"). The total cost of the acquisition was $26.5 million. As a result
of this transaction, the Company recorded $7.4 million in goodwill which is
being amortized over 25 years.
On December 30, 1996, The Morgan Group, Inc., 53% owned by Lynch, acquired the
operating assets of Transit Homes of America, Inc., a provider of transportation
services to a number of producers in the manufactured housing industry (the
"Transit Homes Acquisition"). The purchase price was approximately $4.4 million,
including assumed obligations. As a result of this transaction, the Company
recorded $4.1 million of goodwill which is being amortized over twenty years.
On November 26, 1996, DFT Communications, Inc., a wholly-owned subsidiary of
Lynch, acquired all of the outstanding shares of Dunkirk & Fredonia Telephone
Company, a local exchange company serving portions of western New York (the
"Dunkirk & Fredonia Acquisition"). The total cost of this transaction was $27.7
million. As a result of this transaction, the Company recorded $13.8 million in
goodwill which is being amortized over 25 years.
On June 3, 1996, Inter-Community Telephone Company, a Lynch Telephone
Corporation II subsidiary acquired four telephone exchanges in North Dakota
containing approximately 1,400 access lines from U.S. West Communications, Inc.
for approximately $4.7 million.
Disposition
- -----------
As of December 9, 1998, WNM Communications, Inc. a Lynch Telephone Corporation
subsidiary, sold the assets of its direct broadcast satellite business serving
portions of New Mexico for approximately $3.1 million (the "DBS Disposition").
As a result of the transaction, a pre-tax gain on the sale of the assets of
approximately $2.7 million was recognized and classified as gain on sale of
subsidiary stock and other operating assets in the consolidated statements of
operations.
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.
The following unaudited combined pro forma information shows the results of the
Company's operations presented as if the tesa tape Acquisition was made at the
-56-
beginning of 1997, and the S.D. Warren Acquisition, Upper Peninsula Acquisition,
Transit Homes Acquisition, Dunkirk & Fredonia Acquisition, and DBS Disposition
were made at the beginning of 1996. The unaudited proforma 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 year ended December 31
1998 1997 1996
----------- ------------ -----------
(In thousands except per share data)
Sales ..................................... $ 534,639 $ 549,902 $ 569,145
Income (loss) from continuing operations 1,222 (2,579) 4,444
Loss from discontinued operations ......... -- -- (750)
Extraordinary item ........................ -- -- (1,348)
----------- ----------- -----------
Net income (loss) ......................... $ 1,222 $ (2,579) $ 2,346
=========== =========== ===========
Basic earnings per share:
Income (loss) from continuing operations $ 0.86 $ (1.82) $ 3.20
Loss from discontinued operations ...... -- -- (0.54)
Extraordinary item ..................... -- -- (0.97)
---------- ---------- -----------
Net income (loss) per share ............... $ 0.86 $ (1.82) $ 1.69
=========== =========== ===========
Diluted earnings per share:
Income (loss) from continuing operations $ 0.86 $ (1.82) $ 3.16
Loss from discontinued operations ....... -- -- (0.53)
Extraordinary item ...................... -- -- (0.96)
----------- ----------- -----------
Net income (loss) per share ............... $ 0.86 $ (1.82) $ 1.67
=========== =========== ===========
3. Special Charges/Discontinued Operations
- ------------------------------------------
Morgan Drive Away, a 53% owned subsidiary of the Company, recorded in the fourth
quarter of 1996, special charges of $3,500,000 before income taxes relating to
exiting the truckaway operation and a write down of properties in accordance
with SFAS 121. Morgan recorded a special charge for 1997 of $624,000 before
taxes comprised of gains in excess of the net realizable value associated with
exiting the truckaway operation of $361,000, offset by charges related to driver
pay of $985,000. These charges have been included in the Company's results of
continuing operations.
The Board of Directors of Lynch Systems, decided to discontinue the operations
of Tri-Can International, Ltd. ("Tri-Can") and sell the assets of the operation.
The sale of Tri-Can was completed in August 1996. Accordingly, Tri-Can is
reported as a discontinued operation for the year ended December 31 1996.
Tri-Can which was previously reported in the manufacturing segment due to the
insignificance to the Company's financial statements, is treated as a
discontinued operation as its products and customers are different than those of
Lynch Systems.
As a result of this disposal, Lynch recorded a provision for loss of $487,000
after-taxes, to reflect the write-down of certain assets and costs estimated to
be incurred prior to disposal and a provision of $263,000 after-tax for
operating
-57-
losses prior to the sale. The operating results of Tri-Can for the year ended
December 31, 1996 are summarized as follows:
1996
--------------
(In thousands)
Sales .................................... $ 2,797
=======
Loss before income tax benefit ........... $ (441)
Income tax benefit ....................... 149
Minority interest ........................ 29
-------
Loss from operations ..................... (263)
=======
Loss on disposal before income tax benefit (708)
Income tax benefit ....................... 167
Minority interest ........................ 54
-------
Loss on disposal ......................... (487)
-------
Total loss on discontinued operations .... $ (750)
=======
4. Inventories
- --------------
Inventories are stated at the lower of cost or market value. Inventories valued
using the last-in, first-out (LIFO) method comprised approximately 48% and 51%
of consolidated inventories at December 31, 1998 and 1997. Inventories at
Spinnaker Coating, 50% and 43% of inventories at December 31, 1998 and 1997, are
valued using the specific identification method. The balance of inventories are
valued using the first-in first-out (FIFO) method.
December 31
1998 1997
---------- ---------
(In Thousands)
Raw materials and supplies $13,050 $10,493
Work in process .......... 4,433 3,544
Finished goods ........... 29,080 21,648
------ ------
Total .................... $46,563 $35,685
======= =======
Current cost exceeded the LIFO value of inventories by $1,176,000 and $925,000
at December 31, 1998 and 1997, respectively.
5. Wireless Communications Services
- -----------------------------------
Lynch subsidiaries, through limited partnerships, participated in the auctions
conducted by the Federal Communications Commission ("FCC") for 30 megahertz and
10 megahertz of broadband spectrum to be used for personal communications
services, the "C-Block" and "F-Block" Auctions, respectively. These two
auctions, which were part of six auctions conducted by the FCC for a total 90
megahertz of spectrum, were specially designated by the FCC to encourage small
businesses to participate in the wireless telecommunications industry, so-called
"entrepreneurial blocks." To effectuate this, the FCC provided certain
qualifying bidders a 25% bidding credit to be used during the auction as well as
long-term financing for a substantial portion of the cost of the licenses
acquired. The licenses represent the right to provide wireless communications
services to territorial areas of the United States. Under FCC regulations,
service must be provided to one-third of the population within the area of the
license within five years of the date of the award and to two-thirds of the
population within ten years of the date of award. Failure to comply may result
in the forfeiture of the license. The subsidiaries held a 49.9% limited
-58-
partnership interest in each of these partnerships and have committed to funding
the government interest and certain other expenses up to a specified amount as
discussed below.
In the C-Block auction, which ended in May 1996, Lynch's subsidiary was a
limited partner in Fortunet Communications, L.P. ("Fortunet"), which acquired 31
licenses at a net cost, after the bidding credit, of $216 million. These
licenses were awarded in September 1996. The FCC provided 90% of the financing
of the cost of these licenses. Lynch's subsidiary has agreements to provide a
total of $41.8 million of funding to such partnership, of which $21.6 million
was funded through December 31, 1998. These loans carry an annual commitment fee
of 20% and an interest rate of 15% which are payable when the loans mature in
2003. For accounting purposes, all cost and expenses, including interest
expense, associated with the licenses are currently being capitalized until
service is provided.
Events during and subsequent to the auction, as well as other externally driven
technological and market forces, made financing the development of C-Block
licenses through the capital markets much more difficult than previously
anticipated. Fortunet, as well as many of the license holders from this auction,
petitioned the FCC for certain forms of financial and ownership structure
relief. The response from the FCC, which was announced in September 1997,
afforded license holders a choice of four options, one of which was the
resumption of current debt payment which had been suspended in 1997. The
ramifications of choosing the other three courses of action could have resulted
in Lynch's subsidiary ultimately forfeiting either 30%, 50%, or 100% of its
investment in these licenses.
On June 8, 1998, Fortunet elected to apply its eligible credits relating to its
original deposit to the purchase of three licenses for 15 MHZ of PCS spectrum in
Tallahassee, Panama City and Ocala, Florida. Fortunet returned all the remaining
licenses and forfeited 30% of its original deposit in full satisfaction of the
government debt. Accordingly, Fortunet is currently the licensee for 15 MHZ of
spectrum in the three Florida markets covering a population of approximately
785,000 at a net cost at auction of $20.09 per POP.
During 1997, Lynch provided a reserve on its investment in Fortunet of $7.0
million, representing 30% of its investment, management's estimate of its
impairment. No further reserves have been provided as a result of the
restructuring.
The balance sheets of Fortunet at December 31, 1998 and 1997 are as follows (in
thousands):
December 31
1998 1997
-------- --------
Assets
Cost of license acquired ........ $ 26,982 $ 243,693
--------- ---------
Total assets .................... 26,982 $ 243,693
========= =========
Liabilities and Deficit
Due to the Department of Treasury $ -- $ 208,188
Due to Lynch Subsidiaries ....... 61,857 49,513
Partnership Deficit ............. (34,875) (14,008)
--------- ---------
Total liabilities and deficit ... $ 26,982 $ 243,693
========= =========
Included in "Due to Lynch Subsidiary" are interest and other financing fees
aggregating $40.9 million and $24.8 million at December 31, 1998 and 1997,
respectively. The net investment in Lynch's consolidated balance sheet is $18.8
million at December 31, 1998, which includes cash advances plus capitalized
interest of $3.5 million ($1.6 million, $1.5 million and $0.4 million in 1998,
1997, and 1996, respectively).
In the F-Block Auction, East/West Communications, Inc. ("East/West"), acquired
five licenses to provide personal communications services in geographic areas of
the United States with a total population of 20 million at a net bid of $19.0
million. In order to fund East/West's participation in the auction, the Company
borrowed $11.8 million under a short-term facility from Gabelli Funds, Inc.
("GFI"), an affiliate of the Chairman and CEO of the Company. The money was
repaid after completion of the auction. $10.0 million of this was repaid with
monies returned from the FCC upon completion of the auction. In May and July
1997, the licenses were awarded. $15.2 million of the cost of the licenses is
financed with a loan from the United States Government. As of November 30, 1997,
Lynch's subsidiary had invested $225,000 in partnership equity and provided the
partnership with a loan of $3.5 million. In December 1997, the partnerships
converted to a corporation with Lynch receiving 49.9% of the common stock. Lynch
spun off 39.9% of the common stock of East/West to Lynch's shareholders and
transferred 10% of East/West stock to GFI in satisfaction of an obligation to
pay it 10% of the net profits (after a capital charge) as partial compensation
for a loan. Prior to the conversion, Lynch's subsidiary contributed a portion of
the debt owed to it as a contribution to capital and immediately after the
conversion the remaining debt owed to it ($4.5 million book value) was converted
into 7,800 shares ($7,800,000 liquidation preference) of Redeemable Preferred
Stock. At that time Lynch's subsidiary's obligation to make further loans was
terminated. The Redeemable Preferred Stock has a 5% payment-in-kind dividend and
is mandatorily redeemable in 2009 subject to earlier payment in certain
circumstances.
During 1998, Rivgam Communicators, LLC ("Rivgam"), a subsidiary of GFI,
transferred to Lynch PCS Corporation G ("Lynch PCS G") a subsidiary of Lynch,
its 10 MHZ PCS license covering the Rand-McNally basic trading area of Las
Cruces, New Mexico. This transfer was in full settlement of an agreement between
Lynch PCS G and Rivgam. This agreement provided that Lynch PCS G would be
compensated for certain bidding and administrative services it provided to
Rivgam in the PCS D and E Block Auctions by receiving a 10% net profit interest
(after capital charges) in any PCS licenses acquired by Rivgam. The transfer was
accounted for as a non-monetary transaction and resulted in Lynch recognizing
management service income of $1.0 million in 1998 based upon the estimated fair
value of the license. Lynch PCS G has similar arrangements with two separate
entities in which GFI has minority interests in which Lynch PCS G is entitled to
receive a 5% net profit interest (after capital charges) in licenses acquired in
the WCS and LMDS Auctions.
6. Investments in Affiliated Companies
- --------------------------------------
Lynch Entertainment Corporation ("LENCO"), a wholly-owned subsidiary of the
Company, has a 20% investment in Coronet Communications Company ("Coronet"),
which operates television station WHBF-TV, a CBS affiliate in Rock Island,
Illinois. Lynch Entertainment Corporation II ("LENCO II"), a wholly-owned
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subsidiary of the Company, has a 49% investment in Capital Communications
Company ("Capital"), which operates television station WOI-TV, an ABC affiliate
in Des Moines, Iowa.
At December 31, 1998 and 1997, LENCO's investment in Coronet was carried at a
negative of $1,262,000 and a negative $1,612,000, respectively, due to LENCO's
guarantee of $3.8 million of $13.6 million of Coronet's third party debt. In
1997, Coronet repaid a $2.9 million loan to LENCO plus accrued interest.
Long-term debt of Coronet, at December 31, 1998, is comprised of $13.6 million
due to a third party lender which is due quarterly through December 31, 2003.
The Company recorded interest income on the LENCO debt of $30,000 and $287,000
for the years ended December 31, 1997 and 1996, respectively.
At December 31, 1998 and 1997, LENCO II's investment in Capital is carried at
zero as its share of net losses recognized to date have exceeded its net
investment. LENCO II also owns $10,000 of Preferred Stock B of Capital, which is
convertible at any time into the Common Stock of Capital in a sufficient amount
to bring LENCO II's ownership to 50%.
7. Spinnaker Industries' Strategic Alternatives
- -----------------------------------------------
In November 1998, the Company's 61%-owned subsidiary, Spinnaker Industries, Inc.
engaged an investment banker to seek strategic alternatives, including a
possible sale of all or a portion of its business, merger, or other business
combination of Spinnaker. There can be no assurance that any such transaction
will be completed.
8. Notes Payable and Long-term Debt
- -----------------------------------
Long-term debt consists of (all interest rates are at December 31, 1998):
December 31
1998 1997
--------- ---------
(In thousands)
Spinnaker Industries, Inc. 10.75% Senior Secured
Notes due 2006 ............................................................ $ 115,000 $ 115,000
Rural Electrification Administration (REA) and Rural Telephone Bank (RTB)
notes payable in equal quarterly installments through 2027 at fixed interest
rates ranging from 2% to 7.5% (4.7% weighted average), secured by assets of
the telephone companies of $107.2
million ..................................................................... 45,264 47,109
Bank credit facilities utilized by certain telephone and telephone holding
companies through 2009, $33.7 million at a fixed interest rate averaging 8.9%
and $16.9
million at variable interest rates averaging 7.3% ........................... 50,623 54,633
Unsecured notes issued in connection with acquisitions; $35.0 million at
fixed interest rates averaging 9.2%
and $0.5 million at a variable rate of 5.0% ................................. 35,503 28,049
Other ....................................................................... 10,276 7,287
--------- ---------
256,666 252,078
Current maturities .......................................................... (10,666) (9,302)
--------- ---------
$ 246,000 $ 242,776
========= =========
On October 23, 1996, Spinnaker completed the issuance of $115,000,000 of 10.75%
senior-secured debt due 2006. The debt proceeds were used to extinguish
substantially all existing bank debt, bridge loans and lines of credit at
Spinnaker and its two major operating subsidiaries, Central Products and
Spinnaker Coating. The early extinguishment of debt resulted in an extraordinary
charge to fourth quarter 1996 earnings of $1,348,000 net of applicable taxes and
minority interest. Financing costs were incurred by Spinnaker in conjunction
with the issuance of the 10.75% senior secured notes and other financing
activities. These financing costs are deferred and amortized over the term of
the related debt. Unamortized financing costs of $5.8 million and $5.7 million
at December 31, 1998 and 1997, respectively, are included in other assets.
The notes are redeemable, in whole or in part, at the option of Spinnaker on or
after October 15, 2001, at the redemption prices beginning at 105.375% of the
principal amount declining to 100% of the principal amount on October 15, 2005,
plus accrued and unpaid interest. In addition, at any time or from time to time
on or prior to October 15, 1999, Spinnaker, at its option, may redeem up to
331/3% of the aggregate principal amount of the notes with net cash proceeds
from public equity offerings at a redemption price equal to 110.75% of the
principal amount plus accrued and unpaid interest. The notes are unconditionally
guaranteed, jointly and severally, by Spinnaker's subsidiaries, Spinnaker
Coating, Inc., Central Products Company, and Entoleter, Inc.
REA debt of $12.2 million bearing interest at 2% has been reduced by a purchase
price allocation of $2.6 million reflecting an imputed interest rate of 5%.
Unsecured notes issued in connection with the telephone company acquisitions are
predominantly held by members of management of the telephone operating
companies.
On a consolidated basis, at December 31, 1998, Lynch maintains short-term and
long-term line of credit facilities totaling $117.9 million (subject to
limitations that reduce the availability to $87.6 million), of which $26.1
million was available for future borrowings. Lynch (Parent Company) maintains
two $10.0 million short-term line of credit facilities, of which $4.9 million
was available at December 31, 1998. These short-term lines of credit expire on
December 29, 1999 ($10.0 million) and June 30, 1999 ($10.0 million). Management
anticipates that these lines will be renewed when they expire but there is no
assurance that they will be. Spinnaker Industries, Inc. maintains lines of
credit at its subsidiaries which in the aggregate total $65.0. million (subject
to limitations that reduce the availability to $51.0 million), of which $8.2
million was available at December 31, 1998. The Morgan Group maintains lines of
credit totaling $15.0 million, all of which was available at December 31, 1998.
On January 28, 1999, Morgan executed a new two year renewable $20.0 million
revolving credit facility which replaces the $15.0 million line. If not renewed,
this credit facility will convert to a three year term loan. The interest rates
will be variable and adjusted quarterly. These facilities, as well as facilities
at other subsidiaries of Lynch, generally limit the credit available under the
lines of credit to certain variables, such as inventories and receivables, and
are secured by the operating assets of the subsidiary, and include various
financial covenants. At December 31, 1998, $24.9 million of these total
facilities expire within one year. The weighted average interest rate for
short-term borrowings at December 31, 1998 was 8.0%. The Company pays fees
ranging from 0% to 0.375% on its unused lines of credit.
-60-
In general, the long-term debt facilities are secured by substantially all of
the Company's property, plant and equipment, inventory, receivables and common
stock of certain subsidiaries and contain certain covenants restricting
distributions to Lynch. At December 31, 1998 and 1997, substantially all the
subsidiaries' net assets are restricted.
Cash payments for interest were $24.1 million, $23.1 million and $16.7 million
for the years ended December 31, 1998, 1997 and 1996, respectively.
Aggregate principal maturities of long-term debt for each of the next five years
are as follows: 1999--$10.7 million; 2000--$23.5 million; 2001--$12.3 million,
2002--$11.5 million and 2003--$6.2 million.
9. Minority Interests and Related Party Transactions
- ----------------------------------------------------
On July 31, 1998, Spinnaker completed the acquisition of the electrical tape
division of tesa tape, inc. (see Note 2). A portion of the purchase price was
200,000 newly issued shares of Spinnaker's Class A common stock (subject to
certain adjustments). In accordance with the Company's policy, as a result of
this issuance the Company recorded a pre-tax gain on the sale of subsidiary
stock of $2.1 million in 1998.
On June 13, 1994, Spinnaker entered into a management agreement (the "Management
Agreement") with Boyle, Fleming & Co., Inc. ("BF"), of whom a former Director of
the Company is a principal, to assume the management of Spinnaker. Effective
August 31, 1996, the Management Agreement was terminated at which time Messrs.
Boyle, and Fleming became employees of Spinnaker and continued to be Chairman
and Chief Executive Officer and President, respectively, of Spinnaker. Spinnaker
and BF also entered into a Warrant Purchase Agreement in 1994, pursuant to which
BF received warrants to purchase common stock of Spinnaker (equating to a 20%
ownership of Spinnaker at that time) at any time on or before June 30, 1999,
subject to certain restrictions. The remaining warrants were exercised in
January 1998.
On May 5, 1996, Alco converted a $6.0 million note, issued in connection with
the purchase of CPC, into Spinnaker common stock. In accordance with the
Company's policy, as a result of this and other transactions, the Company
recognized a gain on sales of subsidiary stock of $5.1 million in 1996.
On October 23, 1996, concurrent with the issuance of the $115 million senior
notes (see Note 8), Spinnaker acquired the remaining 25% minority interest in
its Spinnaker Coating subsidiary. The terms of the acquisition involved a cash
payment of approximately $2.3 million and the issuance of 9,613 shares of
Spinnaker Common Stock. In addition, as part of the consideration for the shares
of capital stock of Spinnaker Coating, the minority shareholders received the
right to a contingent payment, which is exercisable at any time during the
period beginning October 1, 1998 and ending September 30, 2000. The contingent
payment is based upon the percentage of the capital stock owned by the former
Spinnaker Coating entity at the time of the merger multiplied by the fair market
value of the capital stock of Spinnaker Coating, as determined in accordance
with certain economic assumptions and including an adjustment for a minority
ownership discount, as of the date such right is exercised, less the
consideration received at closing. The contingent price is payable through the
issuance of Common Stock
-61-
of Spinnaker, unless Spinnaker elects to pay the contingent price in cash. If
such payments are made in cash, they could give rise to a default under the
Senior Notes, unless there is sufficient availability under provisions regarding
restricted payments contained in the Senior Notes.
In connection with the purchase of the Spinnaker Coating minority interest, all
the Spinnaker Coating options were accelerated and in turn certain key
executives of Spinnaker Coating management exercised those options to purchase
71,065 shares of Spinnaker Coating common stock at various prices between $7.16
and $14.69 per share, for a total of approximately $670,000. The options were
originally granted in 1994 and were issued at not less than 100% of the fair
market value of the common stock at the date of grant.
During 1998, the Company entered into a five-year lease for its corporate
headquarters for an annual payment of $90,000 with an affiliate of the its
Chairman and Chief Executive Officer.
On March 12, 1996, Lynch sold 10,373, shares of common stock held in its
treasury to its Chairman and Chief Executive Officer at $60.25 per share, the
closing price in trading of Lynch common stock on that date.
10. Stock Option Plans
- ----------------------
On June 4, 1993, the Board of Directors of Morgan approved the adoption of a
stock option plan which provides for the granting of incentive or non-qualified
stock options to purchase up to 200,000 shares of Class A Common Stock to
officers, including members of Morgan's Board of Directors, and other key
employees. No options may be granted under this plan at less than the fair
market value of the Common stock at the date of the grant, except for certain
non-employee directors. Although the exercise period is determined when options
are actually granted, an option shall not be exercised later than 10 years and
one day after it is granted. Stock options granted will terminate if the
grantee's employment terminates prior to exercise for reasons other than
retirement, death, or disability. Stock options vest over a four year period
pursuant to the terms of the plan, except for stock options granted to a
non-employee director, which are immediately vested.
Morgan employees have been granted non-qualified stock options to purchase
113,000 shares of Class A Common stock, net of cancellations and exercises, at
prices ranging from $7.00 to $9.39 per share. Non-employee directors have been
granted non-qualified stock options to purchase 57,000 shares of Class A Common
stock, net of cancellations and exercises, at prices ranging from $6.20 to
$10.19 per share. As of December 31, 1998, there were 123,625 options to
purchase shares granted to Morgan's employees and non-employee directors which
were exercisable based upon the vesting terms, of which 30,375 shares had option
prices less than the December 31, 1998 closing price of $7 3/8.
In accordance with Spinnaker's directors stock option plan, Spinnaker may grant
stock options to directors who are not employees of Spinnaker. In February 1996,
Spinnaker granted 30,000 stock options for the purchase of one share each of
Spinnaker Class A Common Stock and Spinnaker Common Stock at a total price of
$40 per option exercised (adjusted for the stock dividend in August 1996) to
qualifying directors. The options vest over a two year period with 15,000
options
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becoming exercisable one year after the grant date and the remaining 15,000
options becoming exercisable two years after the grant date. The options expire
on the fifth anniversary after the grant date or 30 days after the director
ceases to be a director. In January of 1997, under the same terms, Spinnaker
issued 10,000 stock options for the purchase of one share of Common Stock at an
exercise price of $27 per share. As permitted by SFAS No. 123, Spinnaker elected
to account for these options under APB No. 25 and as such no compensation
expenses was recorded because the option exercise price was not less than the
market price at the date of grant.
Pro forma information regarding net income and earnings per share is required by
SFAS No. 123, and has been determined as if Spinnaker had accounted for its
director stock options under the fair value method of that Statement. The pro
forma effect on Lynch's 1998, 1997, and 1996 operations is immaterial.
11. Shareholders' Equity
- ------------------------
In December 1996, the Company's Board of Directors announced that it is
examining the possibility of splitting, through a "spin-off", either its
communications operations or its manufacturing operations. A spin-off could
improve management focus, facilitate and enhance financings and set the stage
for future growth, including acquisitions. A split could also help surface the
underlying values of the Company as the different business segments appeal to
differing "value" and "growth" cultures in the investment community. There are a
number of matters to be examined in connection with a possible spin-off,
including tax consequences, and there is no assurance that such a spin-off will
be effected.
In 1987, 1988 and 1992, the Board of Directors authorized the purchase of up to
300,000 shares of Common Stock. Through December 31, 1998, 230,861 shares had
been purchased at an average cost of $13.15 per share.
-63-
In January 1994, an officer was granted stock options to purchase up to 24,516
shares of Lynch common stock at an exercise price of $23.125, the closing price
on the date of grant. These options were exercised in January 1997 and shares
were issued from Treasury.
On February 1, 1996, the Company adopted a plan to provide a portion of the
compensation for its directors in common shares of the Company. The amount of
common stock is based upon the market price at the end of the previous year.
Through December 31, 1998, 4,126 shares have been awarded under this program.
On February 29, 1996, the Company adopted a Stock Appreciation Rights program
for certain employees. To date, 43,000 of Stock Appreciation Rights ("SAR") have
been granted at prices ranging from $63 to $85 per share. Upon the exercise of a
SAR, the holder is entitled to receive an amount equal to the amount by which
the market value of the Company's common stock on the exercise date exceeds the
grant price of the SAR. Effective September 30, 1998, the Company amended the
SAR Program so that the SAR's became exercisable only if the market price for
the Company's shares exceeds 200% of the SAR exercise price within five years
from original grant date. This amendment eliminated the recording of the profit
and loss effect of the SAR's for changes in the market price in the Company's
common stock until it becomes probable that the SAR's will become exercisable.
The net income (expense) relating to this program, prior to the time of the
amendment, was $185,000 in income in 1998 and ($439,000) of expense in 1997.
12. Income Taxes
- ----------------
Deferred income taxes for 1998 and 1997 are provided for the temporary
differences between the financial reporting basis and the tax basis of the
Company's assets and liabilities. Cumulative temporary differences and
carryforwards at December 31, 1998 and 1997 are as follows:
December 31, 1998 December 31, 1997
----------------- ------------------
Deferred Tax Deferred Tax
Asset Liability Asset Liability
------- ------- ------- --------
(In Thousands)
Inventory reserve .............. $ 451 -- $ 474 --
Fixed assets written up under
purchase accounting and
tax over book depreciation ... -- 18,679 -- $18,514
Discount on long-term debt ..... -- 1,085 -- 1,184
Basis difference in subsidiary
and affiliate stock ............ -- 2,918 -- 3,378
Partnership tax losses in excess
of book losses ............... -- 1,309 -- 8,040
Net operating losses of
subsidiaries ................... 7,166 -- 4,056 --
Other reserves and accruals .... 5,767 -- 7,847 --
Other .......................... 2,595 2,569 5,616 2,648
------- ------- ------- -------
Total deferred income taxes .... $15,979 $26,560 $17,993 $33,764
======= ======= ======= =======
The provision (benefit) for income taxes is summarized as follows:
-64-
1998 1997 1996
------- --------- --------
(In Thousands)
Current payable taxes:
Federal ........... $ 4,935 $ 2,359 $ 695
State and local ... 1,339 679 193
------- ------- -------
6,274 3,038 888
------- ------- -------
Deferred taxes:
Federal ........... (3,923) (3,722) 1,495
State and local ... (939) (29) 638
------- ------- -------
(4,862) (3,751) 2,133
------- ------- -------
$ 1,412 $ (713) $ 3,021
======= ======= =======
A reconciliation of the provision for income taxes from continuing operations
and the amount computed by applying the statutory federal income tax rate to
income before income taxes, minority interest, extraordinary item, and
cumulative effect of accounting change follows:
1998 1997 1996
-------- --------- ---------
(In Thousands)
Tax at statutory rate ......................... $ 1,175 $(1,131) $ 2,515
Increases (decreases):
State and local taxes, net of federal benefit 270 429 543
Amortization of goodwill .................... 468 443 132
Operating losses of subsidiaries ............ (561) (108) (65)
Reduction attributable to special election by
captive insurance company ................... -- (155) (216)
Other ....................................... 60 (191) 112
------- ------- -------
$ 1,412 $ (713) $ 3,021
======= ======= =======
Net cash payments for income taxes were $6.1 million, $.7 million and $3.5
million for the years ended December 31, 1998, 1997 and 1996, respectively.
13. Comprehensive Income
- ------------------------
The components of accumulated other comprehensive income, net of related tax, at
December 31, 1998 and 1997 are as follows:
1998 1997
--------------
(In Thousands)
Balance beginning of year ............ $ -- $ --
Current year unrealized gains on
available-for-sale securities ........ 59 --
------ -------
Accumulated other comprehensive income $ 59 $ --
====== =======
The income tax effects allocated to each component of other comprehensive income
for the year ended December 31, 1998 are as follows:
-65-
Tax
(Benefit)/
Before Tax Expense After Tax
---------- ------- ---------
Unrealized gains on securities
Unrealized gains on available-for-sale
securities ......................... $ 314 $ 132 $ 182
Less reclassification adjustment for
gains realized in net income ....... (213) (90) (123)
----- ----- -----
Net unrealized gains .................. 101 42 59
----- ----- -----
Other comprehensive income ............ $ 101 $ 42 $ 59
===== ===== =====
14. Employee Benefit Plans
- ---------------------------
The company, through its operating subsidiaries, has several and various
employee retirement type plans including defined benefit, defined contribution,
multi-employer, profit sharing, and 401(k) plans. The following table sets forth
the consolidated expenses for these plans (dollars in thousands):
1998 1997 1996
------- ------- --------
Defined Contribution $1,671 $1,530 $ 913
Defined Benefit .... 733 531 519
Multi-Employer ..... 305 234 194
------ ------ ------
Total ............ $2,709 $2,295 $1,626
====== ====== ======
The unfunded pension liabilities, primarily for defined benefit and
multi-employer plans are $2,480 and $1,041 for 1998 and 1997, respectively.
15. Contingencies
- ------------------
Lynch has pending claims incurred in the normal course of business. Management
believes that the ultimate resolution of these claims will not have a material
adverse effect on the consolidated liquidity, financial position or operations
of Lynch.
16. Segment Information
- -----------------------
The Company is principally engaged in three business segments: multimedia,
services and manufacturing. All businesses are located domestically, and export
sales were approximately $26.2 million in 1998, $30.4 million in 1997 and $25.0
million in 1996. The Company does not believe it is dependent on any single
customer. The multimedia segment includes local telephone companies, the
investment in PCS entities and investments in two network-affiliated television
stations. The services segment includes transportation and related services.
$13.4 million of the Company's accounts receivable are related to the services
segment and are principally due from companies in the mobile home and
recreational vehicle industry located throughout the United States. The
manufacturing segment includes the manufacture and sale of adhesive coated paper
stock for labels and related applications, industrial tapes, glass forming,
impact milling, and other machinery and related replacement parts, as well as
quartz crystals and oscillators. There were no intersegment sales or transfers.
EBITDA (before corporate allocation) for operating segments is equal to
operating profit before depreciation, amortization and allocated corporate
expenses.
-66-
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.
Operating profit (loss) is equal to revenues less operating expenses, excluding
unallocated general corporate expenses, interest and income taxes. The Company
allocates a portion of its general corporate expenses to its operating segments.
Such allocation was $939,000, $932,000 and $932,000 during the years ended
December 31 1998, 1997 and 1996, respectively. Identifiable assets of each
industry segment are the assets used by the segment in its operations excluding
general corporate assets. General corporate assets are principally cash and cash
equivalents, short-term investments and certain other investments and
receivables.
Year ended December 31
1998 1997 1996
-------- -------- --------
(In Thousands)
Revenues
Multimedia ......................... $ 54,622 $ 47,908 $ 28,608
Services ........................... 150,454 146,154 132,208
Manufacturing
Adhesive-backed label stock ...... 151,561 106,787 114,564
Industrial tape .................. 121,806 119,739 124,088
Other manufacturing .............. 36,083 46,948 52,412
--------- --------- ---------
Total Manufacturing ........... 309,450 273,474 291,064
--------- --------- ---------
Consolidated total ................. $ 514,526 $ 467,536 $ 451,880
========= ========= =========
EBITDA (before corporate allocation)
Multimedia ........................ $ 29,389 $ 24,666 $ 15,863
Services .......................... 3,337 2,190 (1,665)
Manufacturing
Adhesive-backed label stock .... 12,010 9,027 8,385
Industrial tape ................ 9,341 11,334 9,626
Other manufacturing ............ 714 3,291 6,961
Corporate manufacturing expenses (2,910) (2,181) (1,921)
--------- --------- ---------
Total Manufacturing ............ 19,155 21,471 23,051
Corporate expenses, gross ........ (2,408) (2,495) (3,328)
--------- --------- ---------
Consolidated total .............. $ 49,473 $ 45,832 $ 33,921
========= ========= =========
Operating profit
Multimedia ......................... $ 15,757 $ 11,845 $ 6,611
Services ........................... 2,007 1,015 (3,263)
Manufacturing
Adhesive-backed label stock .... 8,104 6,923 6,923
Industrial tape ................ 3,289 6,769 5,315
Other manufacturing ............ (742) 1,971 5,770
Corporate manufacturing expenses (3,006) (2,279) (2,080)
--------- --------- ---------
Total Manufacturing ............ 7,645 13,384 15,928
Unallocated corporate expense .. (1,389) (1,457) (2,336)
--------- --------- ---------
Consolidated total ........... $ 24,020 $ 24,787 $ 16,940
========= ========= =========
Depreciation and amortization
Multimedia ......................... $ 12,995 $ 12,175 $ 8,653
Services ........................... 1,230 1,075 1,498
Manufacturing
Adhesive-backed label stock .... 3,906 2,104 1,462
Industrial tape ................ 6,052 4,565 4,311
Other manufacturing ............ 1,252 1,118 1,050
--------- --------- ---------
Total Manufacturing ............... 11,210 7,787 6,823
All other ........................ 18 8 7
--------- --------- ---------
Consolidated total .............. $ 25,453 $ 21,045 $ 16,981
========= ========= =========
-67-
Capital expenditures
Multimedia ............................. $ 11,028 $ 10,914 $ 11,056
Services ............................... 566 919 1,007
Manufacturing
Adhesive-backed label stock ........ 2,219 1,854 6,875
Industrial tape .................... 4,856 6,760 1,703
Other manufacturing ................ 1,078 1,377 4,860
--------- --------- ---------
Manufacturing ...................... 8,153 9,991 13,438
General corporate .................. 48 4 17
--------- --------- ---------
$ 19,795 $ 21,828 $ 25,518
========= ========= =========
Total assets
Multimedia ............................. $ 196,846 $ 197,881 $ 168,354
Services ............................... 33,387 32,746 33,066
Manufacturing
Adhesive-backed label stock ........ 108,133 47,188 46,248
Industrial tape .................... 107,586 95,582 95,925
Other manufacturing ................ 29,089 37,522 44,126
--------- --------- ---------
Manufacturing ...................... 244,808 180,292 186,299
General corporate .................. 4,959 12,719 4,901
--------- --------- ---------
$ 480,000 $ 423,638 $ 392,620
========= ========= =========
Total operating profit for reportable
segments ............................ $ 24,020 $ 24,787 $ 16,940
Other profit or loss:
Investment income .................... 2,064 2,048 2,203
Interest expense ..................... (27,722) (23,461) (17,011)
Equity in earnings of affiliated
companies .......................... 317 154 119
Reserve for impairment of investment
in PCS license holders ............ -- (7,024) --
Gain on sales of subsidiary stock and
other operating assets .............. 4,778 169 5,146
--------- --------- ---------
Income (loss) from continuing operations
before income taxes, minority interests
and extraordinary item ................ $ 3,457 $ (3,327) $ 7,397
========= ========= =========
17. Quarterly Results of Operations (unaudited)
- -----------------------------------------------
The following is a summary of the quarterly results of operations for the years
ended December 31, 1998 and 1997 (in thousands, except per share amounts):
1998-Three Months Ended
March 31 June 30 September 30 December 31
-------- ------- ------------ -----------
Sales and revenues ............. $ 115,217 $ 133,016 $ 134,631 $ 131,662
Operating profit ............... 4,387 8,200 7,545 3,888
Income (loss) from continuing
operations .................. (436) 1,324 2,149(a) 320(b)
Net income (loss) .............. (436) 1,324 2,149(a) 320(b)
Basic earnings per share:
Net income (loss) ........... (0.31) 0.93 1.52 .23
Diluted earnings per share:
Net income (loss) ........... (0.31) 0.93 1.52 .23
-68-
1997--Three Months Ended
------------------------------------------------------
March 31 June 30 September 30 December 31
-------- ------- ------------ -----------
Sales and revenues ............. $ 108,779 $ 121,426 $ 118,717 $ 118,614
Operating profit ............... 4,236 8,116 6,287 6,148
Income (loss) from continuing
operations ................ (512) 1,250 (4,274)(c) 658
Net income (loss) .............. (512) 1,250 (4,274)(c) 658
Basic earnings per share:
Net income (loss) ........... (.36) .88 (3.02) .46
Diluted earnings per share:
Net income (loss) ........... (.36) .88 (3.02) .46
Note:
(a) Includes gain on sale of subsidiary stock of $2,127 before income tax.
(b) Includes gain on sale of other operating assets of $2,696 before
income tax.
(c) Includes ($7.0 million) before income tax for reserve for impairment
in PCS license holders.
18. Earnings per Share
- ----------------------
The following table sets forth the computation of basic and diluted earnings per
share from continuing operations:
Year ended December 31
1998 1997 1996
------------ ------------ ------------
Numerator:
Income (loss) from continuing operations
before extraordinary item ................ $ 3,357,000 $(2,878,000) $ 4,794,000
Numerator for diluted earnings per share . 3,357,000 (2,878,000) 4,794,000
Denominator:
Denominator for basic earnings per share -
weighted-average shares .................. 1,418,000 1,415,000 1,388,000
Effect of dilutive securities:
Stock options .......................... -- -- 17,000
----------- ----------- -----------
Dilutive potential common shares ......... -- -- 17,000
Denominator for diluted earnings per share
- adjusted weighted-average shares ....... 1,418,000 1,415,000 1,405,000
=========== =========== ===========
Basic earnings (loss) per share ............ $ 2.37 $ (2.03) $ 3.45
=========== =========== ===========
Diluted earnings (loss) per share .......... $ 2.37 $ (2.03) $ 3.41
=========== =========== ===========
19. Subsequent Events
- ---------------------
On February 22, 1999, the Company's 53%-owned subsidiary, The Morgan Group, Inc.
announced that it is commencing a tender offer to purchase shares of its Class A
common stock. Under terms of the offer, Morgan would determine the price to be
paid for shares between $8.50 and $10.00 per share. The tender offer concluded
on March 19, 1999, whereby Morgan purchased approximately 103,000 shares at
$9.00 per share. Lynch Corporation did not tender any of its Morgan shares.
-69-
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT LYNCH CORPORATION
CONDENSED STATEMENT OF 0PERATIONS
---------------------------------
Year Ended December 31
-------------------------------
1998 1997 1996
------- -------- ---------
(In Thousands of Dollars)
------- -------- ---------
Interest, Dividends & Gains on Sale of
Marketable Securities ...................... $ 128 $ 377 $ 649
Interest & Other Income from Subsidiaries .... 35 35 621
Gain on Sale of Subsidiary and Affiliated
Stock: Brown-Bridge Industries, Inc. ......... -- -- 203
------- ------- -------
TOTAL INCOME ........................... 163 412 1,473
Costs and Expenses:
Unallocated Corporate Administrative Expense 1,371 $ 1,436 $ 2,312
Interest Expense ............................ 1,394 1,257 669
Interest Expense to Subsidiaries ............ 830 741 249
------- ------- -------
TOTAL COST AND EXPENSES ................ 3,595 3,434 3,230
LOSS BEFORE INCOME TAXES, EQUITY IN NET INCOME
INCOME (LOSS) OF SUBSIDIARIES LOSS ......... (3,432) (3,022) (1,757)
Income Tax Benefit ........................... 1,648 1,142 515
Equity in Net Income (Loss) of Subsidiaries .. 5,141 (998) 3,939
------- ------- -------
NET INCOME ............................. $ 3,357 $(2,878)) $ 2,697
======= ======= =======
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE A - BASIS OF PRESENTATION
In the parent company's financial statements, the Company's investment
in subsidiaries is stated at cost plus equity in undistributed earnings
of the subsidiaries.
NOTE B - DIVIDENDS FROM SUBSIDIARIES
Cash dividends paid to Lynch Corporation from the Registrant's
consolidated subsidiaries were $3,060,000 in 1998, $1,195,000 in 1997,
and $1,811,000 in 1996. No other dividends were received from
subsidiaries or investees.
NOTE C - LONG-TERM DEBT
Lynch Corporation has a note payable to a subsidiary with a principal
amount of $6.0 million at a fixed interest rate of 6% per annum, due in
2001. The note is convertible at the subsidiary's option into the
Company's common stock at an exercise price of $120 per share.
NOTE D - SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR ADDITIONAL
INFORMATION.
-70-
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
LYNCH CORPORATION CONDENSED BALANCE SHEET
-----------------------------------------
Year Ended December 31
1998 1997
-------- --------
(In Thousands of
Dollars)
------------------
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents ........................ $ 291 $ 290
Marketable Securities and Short Term Investments . 874 755
Deferred Income Tax Benefits ..................... 140 348
Other Current Assets ............................. 40 47
------- -------
1,345 1,440
OFFICE EQUIPMENT (Net of Depreciation) ............. 52 22
OTHER ASSETS (Principally Investment in and Advances
to Subsidiaries .................................... $72,729 $69,255
------- -------
TOTAL ASSETS ..................................... $74,126 $70,717
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES ................................ $22,832 $28,602
LONG TERM DEBT ..................................... 8,623 2,190
DEFERRED INCOME TAX LIABILITIES .................... 980 1,478
DEFERRED CHARGES ................................... 1,898 1,996
TOTAL SHAREHOLDERS' EQUITY ......................... $39,793 $36,451
------- -------
Total Liabilities and Shareholders' Equity ......... $74,126 $70,717
======= =======
-71-
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
LYNCH CORPORATION CONDENSED STATEMENTS OF CASH FLOWS
----------------------------------------------------
Year Ended December 31
1998 1997 1996
-------- -------- --------
(In Thousands of Dollars)
-------- -------- --------
Cash Provided From (Used In) Operating ..... $ 1,049 $ (25) $ 469
Activities
-------- -------- --------
INVESTING ACTIVITIES:
Investment in Lynch Manufacturing ......... 3,000 1,135 1,683
Investment and Advances to Brighton ....... -- (17) (2,053)
Communications
Loan to Spinnaker Industries, Inc. ........ -- -- 1,330
Investment in Brown-Bridge Industries, Inc. -- -- 407
Investment in and Advances to PCS ......... 3,692 (8,628) (14,315)
Partnerships
Other ..................................... (176) (94) 667
-------- -------- --------
NET CASH PROVIDED FROM (USED IN) INVESTING
ACTIVITIES ................................. 6,516 (7,604) (12,281)
-------- -------- --------
FINANCING ACTIVITIES:
Net Borrowings
Lines of Credit ........................... (7,564) 7,179 8,627
Issuance of Long Term Debt ................ -- -- 2,000
Sale of Treasury Stock .................... -- 672 754
Other ..................................... -- -- 1
-------- -------- --------
NET CASH PROVIDED FROM FINANCING ACTIVITIES (7,564) 7,851 11,382
-------- -------- --------
TOTAL INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS ................................ 1 222 (430)
CASH AND CASH EQUIVALENTS AT BEGINNING OF .. 290 68 498
YEAR
-------- -------- --------
CASH AND CASH EQUIVALENTS AT END OF YEAR ... $ 291 $ 290 $ 68
======== ======== ========
-72-
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
LYNCH CORPORATION AND SUBSIDIARIES YEARS ENDED
DECEMBER 31, 1998, 1997 AND 1996
--------------------------------
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
ADDITIONS
BALANCE AT CHARGED TO CHARGED TO
BEGINNING COSTS AND OTHER ACCOUNTS DEDUCTIONS BALANCE
OF PERIOD EXPENSES - DESCRIBE - DESCRIBE END OF PERIOD
------------ ------------------ ------------------ ---------------------------------------
YEAR ENDED DECEMBER 31, 1998
ALLOWANCE FOR UNCOLLECTIBLE $1,448,000 $ 723,000 $ 0 $ 866,000(B) $1,305,000
YEAR ENDED DECEMBER 31, 1997
ALLOWANCE FOR UNCOLLECTIBLE $1,525,000 $ 742,000 $ 0 $ 819,000(B) $1,448,000
YEAR ENDED DECEMBER 31, 1996
ALLOWANCE FOR UNCOLLECTIBLE $1,732,000 $1,900,000 $ 75,000(A) $2,182,000(A)(B))))) $1,525,000
(A) ALLOCATION OF PURCHASE PRICE OF ACQUIRED COMPANY.
(B) UNCOLLECTIBLE ACCOUNTS WRITTEN OFF ARE NET OF RECOVERIES.
-73-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
LYNCH CORPORATION
By:s/ROBERT E. DOLAN
ROBERT E. DOLAN
Chief Financial Officer (Principal
Financial and Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Capacity Date
--------- -------- ----
* MARIO J. GABELLI .................. Chairman of the Board of
----------------
MARIO J. GABELLI Directors and Chief March 30, 1999
Executive Officer
(Principal Executive Officer)
* E. VAL CERUTTI .................... Director March 30, 1999
--------------
E. VAL CERUTTI
* PAUL J. EVANSON ................... Director March 30, 1999
--------------
PAUL J. EVANSON
* JOHN C. FERRARA ................... Director March 30, 1999
--------------
JOHN C. FERRARA
* DAVID C. MITCHELL ................. Director March 30, 1999
--------------
DAVID C. MITCHELL
* SALVATORE MUOIO ................... Director March 30, 1999
--------------
SALVATORE MUOI0
* RALPH R. PAPITTO .................. Director March 30, 1999
--------------
RALPH R. PAPITTO
s/ROBERT E. DOLAN ................... Chief Financial Officer
---------------
ROBERT E. DOLAN (Principal Financial
and Accounting Officer) March 30, 1999
*s/ROBERT A. HURWICH
- --------------------
ROBERT A. HURWICH
Attorney-in-fact
-74-
EXHIBIT INDEX
-------------
Exhibit No. Description
- ----------- -----------
3 (a)
Restated Articles of Incorporation of Registrant (incorporated by
reference to Exhibit 3(a) of the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1987).
(b)
By-Laws of the Registrant, (incorporated by reference to the
Exhibit 3(b) of the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1987). 4 (a) Loan Agreement and
Revolving Loan Note of Lynch Telephone Corporation, dated October
18, 1989, (incorporated by reference to Exhibit 4(d) of the
Registrant's Form 10-K for the year ended December 31, 1989).
(b)
Purchase Agreement, dated October 18, 1996 (the "Purchase
Agreement") among Spinnaker Industries, Inc., a Delaware
corporation ("Spinnaker"), Brown-Bridge Industries, Inc., a
Delaware corporation ("Brown-Bridge), Central Products Company, a
Delaware corporation ("Central Products"), and Entoleter, Inc.,
("Entoleter") and together with Brown-Bridge and Central
Products, the "Guarantors") and BT Securities Corporation (the
"Initial Purchaser") (incorporated by reference to Exhibit 4.1 to
Registrant's Form 8-K, dated October 23, 1996).
(c)
Indenture dated, October 23, 1996, among Spinnaker, the
Guarantors and the Chase Manhattan Bank, as Trustee (incorporated
by reference to Exhibit 4.3 to Registrant's Form 8-K, dated April
19, 1996).
(c)(i)
First Supplemental Indenture dates as of March 17,1998, among
Spinnaker, Central Products Company, Entoleter, Inc., Spinnaker
Coating, Inc., Spinnaker Coating-Maine, Inc. and The Chase
Manhattan Bank, as Trustee (incorporated by reference to Exhibit
99.6 to the Form 8-K of Spinnaker Industries, Inc. dated as of
March 17,1998).
(d)
Credit Agreement (the "Spinnaker Credit Agreement") amended as of
December 31, 1997, among Central Products, Brown-Bridge and
Entoleter, as Borrowers, Spinnaker, as Guarantor, each of the
financial institutions listed on Schedule 1 thereto, BT
Commercial Corporation, as Agent, Transamerican Business Credit
Corporation, as Collateral Agent,
-75-
and Bankers Trust Company as Issuing Bank (incorporated by
reference to Exhibit 99.1 to Registrant's Form 8-K dated October
23, 1996).
(d)(i)
Fourth Amendment to the Spinnaker Credit Agreement (incorporated
by reference to Exhibit 9.3 to the Form 8-K of Spinnaker
Industries, Inc. dated as of March 17,1998).
(d)(ii)
Fifth Amendment to the Spinnaker Credit Agreement (incorporated
by reference to Exhibit 9.4 to the Form 8-K of Spinnaker
Industries, Inc. dated as of March 17,1998).
(d)(iii)
Sixth Amendment to the Spinnaker Credit Agreement (incorporated
by reference to Exhibit 9.5 to the Form 8-K of Spinnaker
Industries, Inc. dated as of March 17,1998).
The Registrant, by signing this Form 10-K Annual Report, agrees to furnish to
the Securities and Exchange Commission a copy of any long-term debt instrument
where the amount of the securities authorized thereunder does not exceed 10
percent of the total assets of the Registrant on a consolidated basis.
10 (a)
Partnership Agreement, dated March 11, 1987, between Lombardo
Communications, Inc. and Lynch Entertainment Corporation
(incorporated by reference to Exhibit 10(e) of the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1987).
*(b)
Lynch Corporation 401(k) Savings Plan (incorporated by reference
to Exhibit 10(b) to Registrant's Report Form 10-K for the year
ended December 31, 1995).
(c)
Stock Purchase Agreement, dated May 13, 1993, whereby Registrant
acquired J.B.N. Telephone Company, Inc. (incorporated by
reference to Exhibit 2(a) of the Registrant's Form 8-K, dated
December 13, 1993).+
(d)
Stock Purchase Agreement, dated January 19, 1994, between
Registrant and Mario J. Gabelli (incorporated by reference to
Exhibit II of Amendment Number 36 to Schedule 13D filed by Mario
J. Gabelli and affiliated companies on January 19, 1994).
(f)
Shareholders Agreement among Capital Communications Company,
Inc., Lombardo Communications, Inc. and Lynch Entertainment
Corporation II (incorporated by reference to Exhibit 10 of
Registrant's Form 8-K,
-76-
dated March 14, 1994).
(g)
Acquisition Agreement between Brown-Bridge Acquisition
Corporation and Kimberly-Clark Corporation, dated June 15, 1994
(exhibit omitted) (incorporated by reference to Exhibit 10(c) to
Registrant's Form 10-Q for the quarter ended June 10, 1994).+
*(g)
Management Agreement, dated as of June 10, 1994, by and among
Boyle, Fleming, George & Co., Inc. and Safety Railway Service
Corporation (incorporated by reference by Exhibit 7.1 to the
Registrant's Form 8-K, dated June 13, 1994).
(h)
Warrant Purchase Agreement, dated as of June 10, 1994, by and
among Boyle, Fleming, George & Co., Inc. and Safety Railway
Service Corporation (incorporated by reference by Exhibit 7.1 to
the Registrant's Form 8-K, dated June 13, 1994).
(i)
A Warrant, dated as of June 10, 1994, executed by Safety Railway
Service Corporation (incorporated by reference to Exhibit 7.1 to
Registrant's Form 8-K, dated June 12, 1994).
(j)(i)
Asset Purchase Agreement, dated as of June 15, 1994, between
Kimberly-Clark Corporation and Brown-Bridge Acquisition Corp.
(Exhibits omitted) (incorporated by reference to Exhibit 10(c) to
Registrant's Form 10-Q for the quarter ended June 30, 1994).+
(j)(ii)
Amendments Nos. 1-3 to Asset Purchase Agreement by and between
Kimberly-Clark Corporation and Brown-Bridge Industries, Inc.
(formerly Brown-Bridge Acquisition Corp.) (incorporated by
reference to Registrant's Form 8-K, dated September 19, 1994).
(k)
Stock Purchase Agreement, dated as of August 26, 1994, among
Brighton Communications Corporation, Lynch Telephone Corporation
VII, Universal Service Telephone Company and InterDigital
Communications Corporation (Exhibits omitted) (incorporated by
reference to Exhibit 7.1 to Registrant's Form 8-K, dated
September 26, 1994).+
*(l)
Stock Purchase and Loan Program (incorporated by reference to
Exhibit 10(p) to Registrant's Form 10-K for the year ended
December 31, 1994).
(m)
Shareholders' and Voting Agreement, dated September 16, 1994,
among Safety Railway Service Corporation, Brown-Bridge
Industries, Inc. and the other
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stockholders of Brown-Bridge (incorporated by reference to
Exhibit 10(q) to Registrant's Form 10-K for the year ended
December 31, 1994).
(n)
Put Option Agreements, dated September 16, 1994, among Safety
Railway Service Corporation, Brown-Bridge Industries, Inc. and
certain stockholders of Brown Bridge (incorporated by reference
to Exhibit 10(q) to Registrant's Form 10-K for the year ended
December 31, 1994).
*(o)
Directors Stock Plan
*(p)
Amended Phantom Stock Plan (incorporated by reference to Exhibit
10(p) to Registrant's Form 10-Q for the year ended September 30,
1998).
(q)
Stock and Asset Purchase Agreement, dates as of September 27,
1995, by and among Central Products Acquisition Corp., Unisource
Worldwide, Inc. and Alco Standard Corporation (incorporated by
reference to Exhibit 7.1 to Registrant's Form 8-K dated October
18, 1995).+
(r)
Stock Purchase Agreement, dated as of November 1, 1995, among
Brighton Communications Corporation, Lynch Telephone Corporation
VIII and certain other persons (excluding exhibits) (incorporated
by reference to Exhibit 10(v) to Registrant's Form 10-K for the
year ended December 31, 1995).+
(s)(i)
Loan Agreement, dated as of November 6, 1995, between Lynch PCS
Corporation A and Aer Force Communications L.P. (now Fortunet
Wireless, L.P.) (four similar loan agreements with Fortunet
Wireless, L.P. increase the total potential commitment to $41.8
million) (incorporated by reference to Exhibit 10(w) to
Registrant's Form 10-K for the year ended December 31, 1995.
(s)(ii)
Amendment No. 1 to the Loan Agreement, dated as of November 6,
1995, referred to in 10(s)(i) (incorporated by reference to
Exhibit 10(a) to Registrant's Form 10-Q for quarter ended March
31, 1996).
(t)
Agreement and Plan of Merger (Brown-Bridge Minority Interest), by
and among Spinnaker, BB Merger Corp., Brown-Bridge Industries,
Inc. and the stockholders of Brown-Bridge Industries, Inc. on
Exhibit A thereto (incorporated by reference to Exhibit 99.2 to
Registrant's Form 8-K, dated April 19, 1996).+
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(u)(i)
Loan Agreement, dated as of August 12, 1996, between Gabelli
Funds, Inc. and Registrant (incorporated by reference to Exhibit
10(u)(i) of Registrant's Form 10-K for the year ended December
31, 1996.
(u)(i)(a)
Correction to Loan Agreement (incorporated by reference by
Exhibit 10(u)(i)(a) to Registrant's Form 10-K for the year ended
December 31, 1997.
(u)(ii)
Pledge and Security Interest Agreement, dated as of August 12,
1996, by and between Gabelli Funds, Inc. Registrant and certain
subsidiaries of Registrant (incorporated by reference to Exhibit
10(u)(ii) to Registrant's Form 10-K for the year ended December
31, 1996).
(u)(iii)
Letter Agreement, dated as of August 12, 1996, between Rivgam
Communicators, L.L.P. and Lynch PCS Corporation G (incorporated
by reference to Exhibit 10(u)(ii) to Registrant's Form 10-K for
the year ended December 31, 1996).
(u)(iv)
Letter Agreement dated as of December 16, 1998 between Rivgam
Communicators, L.L.P. and Lynch PCS Corporation G.
(w)
Loan Agreement, dated as of August 12, 1996 between Lynch PCS
Corporation F and Aer Force Communications B, L.P. (incorporated
by reference to Exhibit 10(u)(ii) to Registrant's Form 10-K for
the year ended December 31, 1996).
(x)
Letter Agreement between Lynch PCS Corporation G and Bal/Rivgam,
L.L.C. (Incorporated by reference to Exhibit 10(x) to
Registrant's Form 10Q for the Quarter ended September 30, 1997).
(y)
Letter Agreement, dated January 20, 1998, between Lynch PCS
Corporation G and BCK/Rivgam, L.L.C. (incorporated by reference
to Exhibit 10(y) to Registrant's Form 10-K for the year ended
December 31, 1987).
*(z)
Employment Agreement, dated February 2, 1998, between Registrant
and Mark Feldman (incorporated by reference to Exhibit 10(z) to
Registrant's Form 10-K for the year ended December 31,1997.
10 (a)(a)
Lease Agreement between Registrant and Gabelli Funds, Inc.
(incorporated by reference to Exhibit 10(a)(a) to Registrant's
Form 10-Q for the Quarter Ended March 31, 1998).
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(b)(b)(i)
Asset Purchase Agreement dated as of November 18, 1997, by and
between S.D. Warren Company ("Seller") and Spinnaker
(incorporated by reference to Exhibit 2.1 to the Form 8-K of
Spinnaker Industries, Inc. dated as of March 17,1998).+
(b)(b)(ii)
First Amendment to Asset Purchase Agreement dated March 17, 1998,
by and between Seller and Spinnaker (incorporated by reference to
Exhibit 4.2 to the Form 8-K of Spinnaker Industries, Inc. dated
as of March 17,1998).+
(b)(b)(iii)
Subordinated Note dated March 17, 1998, issued by Spinnaker to
Seller in the original principal amount of $7 million bearing
interest at a rate of 10% per annum (incorporated by reference to
Exhibit 4.1 to the Form 8-K of Spinnaker Industries, Inc. dated
as of March 17,1998).
(b)(b)(iv)
Site Separation and Service Agreement dated March 17, 1998,
between Seller and Spinnaker (incorporated by reference to
Exhibit 99.1 to the Form 8-K of Spinnaker Industries, Inc. dated
as of March 17,1998).
(b)(b)(v)
Lease Agreement dated March 17, 1998, between Seller and
Spinnaker (Incorporated by reference to Exhibit 99.2 to the Form
8-K of Spinnaker Industries, Inc. dated as of March 17,1998).
(c)(c)
Letter Agreement dated November 11, 1998, between Registrant and
Gabelli & Company, Inc.
16
Letter Re: Change in Certifying Accountant (incorporated by
reference to Exhibit 16 to Registrant's Form 8-K, dated March 19,
1996).
21 Subsidiaries of the Registrant.
23 Consents of Independent Auditors.
- Ernst & Young LLP
- McGladrey & Pullen, LLP(2)
- Deloitte & Touche LLP
- Johnson Mackowiak Moore & Myott, LLP - Frederick & Warinner, L.L.C.
- Frederick & Warinner, L.L.C.
24 Powers of Attorney.
99 Report of Independent Auditors.
- Report of McGladrey & Pullen, LLP on the
Financial Statements of Capital
-80-
Communications Corporation for the year ended December 31,
1996.
- Report of McGladrey & Pullen, LLP on the Financial Statements
of Coronet Communications Corporation for the year ended
December 31, 1996.
- Report of Deloitte & Touche LLP on the Financial Statements of
Central Products Company for the year ended December 31, 1996.
- Report of Johnson Mackowiak Moore & Myott, LLP on the
Consolidated Financial Statements of Dunkirk & Fredonia
Telephone Company for the period November 21, 1996 through
December 31, 1996.
- Report of Frederick & Warinner, L.L.C.
on the Financial Statements of CLR
Video, Inc.
- --------------------
* Management contract or compensatory or arrangement.
+ Registrant agrees to furnish a supplemental copy of any omitted schedule to
the Securities and Exchange Commission upon request.
The Exhibits listed above have been filed separately with the Securities and
Exchange Commission in conjunction with this Annual Report on Form 10-K or have
been incorporated by reference into this Annual Report on Form 10-K. Lynch
Corporation will furnish to each of its shareholders a copy of any such Exhibit
for a fee equal to Lynch Corporation's cost in furnishing such Exhibit. Requests
should be addressed to the Office of the Secretary, Lynch Corporation, 401
Theodore Fremd Avenue, Rye, New York 10580.
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