SEC Comment Letter for LGL GROUP INC (LGL) (CIK 0000061004) (LGL) — May 8, 2006
LGL GROUP INC (LGL) (CIK 0000061004)
Date: May 8, 2006 · CIK: 0000061004 · Accession: 0000000000-06-021558
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 6010 May 8, 2006 Mr. Eugene Hynes Vice President, Finance Lynch Corporation 140 Greenwich Avenue, 4th FL Greenwich, Connecticut
RE: Lynch Corporation Form 10-K for the year ended December 31, 2005 File No. 1-00106
Dear Mr. Hynes:
We have reviewed your filings and have the following comments. We have limited our review to only your financial stat ements and related disclosures and do not intend to expand our review to other portions of your documents. Where indicated, we think you should revise your docum ents in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your expl anation. In some of our comments, we may ask you to provide us w ith information so we may better understand your disclosure. After reviewing this inform ation, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Mr. Eugene Hynes Lynch Corporation May 8, 2006 Page 2 Form 10-K for the year ended December 31, 2005
Note 12 – Segment Information, page 54
1. We see that approximately 54% of your to tal revenues were de rived from foreign countries in 2005. If revenues derived from any particular country are material, revise future filings to di sclose the name of the count ry and the amount of revenue from the country. Refer to paragraph 38(a) of FAS 131.
Exhibit 31(a) and 31(b)
2. We note that the certifications filed as Exhibits 31(a) and 31 (b) were not in the proper form. The required certifications must be in the exact form prescribed; the wording of the required certifications may not be changed in any respect, except for the modifications temporarily permitted to be made to the fourth paragraph of the certification required to be filed as Exhibit 31 pursuant to Part III.E of Release No. 8238. Accordingly, please file an amendment to your Form 10-K that includes the entire filing toge ther with the certificati ons of each of your current CEO and CFO in the form currently set fo rth in Item 601(b)( 31) of Regulation S- K.
As appropriate, please amend your Form 10-K for the year ended December 31, 2005, and respond to these comments within 10 business days or tell us when you will provide us with a response. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comment s and provides any requested information. Detailed cover letters greatly facilitate our review. Please understa nd that we may have additional comments after reviewin g your responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed decision. Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
Mr. Eugene Hynes Lynch Corporation May 8, 2006 Page 3 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing.
You may contact Eric Atallah, Staff Accountant at (202) 551-3663 or me at (202) 551-3603 regarding comments on the financial stat ements and related matters. In this regard, do not hesitate to contact Angela Cr ane, Branch Chief, at (202) 551-3554 with any other questions.
S i n c e r e l y ,
J a y W e b b Review Accountant
Show Raw Text
Mail Stop 6010
May 8, 2006
Mr. Eugene Hynes
Vice President, Finance
Lynch Corporation
140 Greenwich Avenue, 4th FL
Greenwich, Connecticut
RE: Lynch Corporation
Form 10-K for the year ended December 31, 2005
File No. 1-00106
Dear Mr. Hynes:
We have reviewed your filings and have the following comments. We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to other portions of your documents. Where indicated, we
think you should revise your docum ents in response to these comments. If you disagree,
we will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as deta iled as necessary in your expl anation. In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure. After reviewing this inform ation, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Mr. Eugene Hynes
Lynch Corporation
May 8, 2006 Page 2
Form 10-K for the year ended December 31, 2005
Note 12 – Segment Information, page 54
1. We see that approximately 54% of your to tal revenues were de rived from foreign
countries in 2005. If revenues derived from any particular country are material,
revise future filings to di sclose the name of the count ry and the amount of revenue
from the country. Refer to paragraph 38(a) of FAS 131.
Exhibit 31(a) and 31(b)
2. We note that the certifications filed as Exhibits 31(a) and 31 (b) were not in the
proper form. The required certifications must be in the exact form prescribed; the
wording of the required certifications may not be changed in any respect, except
for the modifications temporarily permitted to be made to the fourth paragraph of the certification required to be filed as Exhibit 31 pursuant to Part III.E of Release No. 8238. Accordingly, please file an amendment to your Form 10-K that includes the entire filing toge ther with the certificati ons of each of your current
CEO and CFO in the form currently set fo rth in Item 601(b)( 31) of Regulation S-
K.
As appropriate, please amend your Form 10-K for the year ended December 31,
2005, and respond to these comments within 10 business days or tell us when you will
provide us with a response. You may wish to provide us with marked copies of the
amendment to expedite our review. Please furnish a cover letter with your amendment
that keys your responses to our comment s and provides any requested information.
Detailed cover letters greatly facilitate our review. Please understa nd that we may have
additional comments after reviewin g your responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed decision. Since the company and its management are in
possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
Mr. Eugene Hynes
Lynch Corporation
May 8, 2006 Page 3
staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Eric Atallah, Staff Accountant at (202) 551-3663 or me at (202) 551-3603 regarding comments on the financial stat ements and related matters. In this
regard, do not hesitate to contact Angela Cr ane, Branch Chief, at (202) 551-3554 with
any other questions.
S i n c e r e l y ,
J a y W e b b
Review Accountant