0000061004-12-000052.txt : 20121113 0000061004-12-000052.hdr.sgml : 20121112 20121113081353 ACCESSION NUMBER: 0000061004-12-000052 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121112 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121113 DATE AS OF CHANGE: 20121113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LGL GROUP INC CENTRAL INDEX KEY: 0000061004 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 381799862 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00106 FILM NUMBER: 121195780 BUSINESS ADDRESS: STREET 1: 2525 SHADER ROAD CITY: ORLANDO STATE: FL ZIP: 32804 BUSINESS PHONE: (407) 298-2000 MAIL ADDRESS: STREET 1: 2525 SHADER ROAD CITY: ORLANDO STATE: FL ZIP: 32804 FORMER COMPANY: FORMER CONFORMED NAME: LYNCH CORP DATE OF NAME CHANGE: 19920703 8-K 1 lgl8k_q32012_11122012.htm Q3 2012 EARNINGS RELEASE

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
 Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 12, 2012

THE LGL GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
 
 
 
Delaware
1-106
38-1799862
(State or Other Jurisdiction
 of Incorporation)
(Commission
 File Number)
(IRS Employer
 Identification No.)
 
 
 
2525 Shader Road, Orlando, FL
32804
(Address of Principal Executive Offices)
(Zip Code)

Registrant's Telephone Number, Including Area Code: (407) 298-2000

 
(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 

Item 2.02. Results of Operations and Financial Condition.
The information contained in Item 7.01 is incorporated by reference into this Item 2.02.
Item 7.01. Regulation FD Disclosure.
On November 12, 2012, The LGL Group, Inc. (the "Company") issued a press release (the "Press Release") announcing its financial results for the three months and nine months ended September 30, 2012, and other financial information. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information furnished pursuant to this Current Report on Form 8-K, including the exhibit hereto, shall not be considered "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended, or under the Exchange Act, unless the Company expressly sets forth in such future filing that such information is to be considered "filed" or incorporated by reference therein.
Item 9.01.                          Financial Statements and Exhibits.
(d)            Exhibits
Exhibit No.
Description
99.1
Press release dated November 12, 2012.




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

November 12, 2012
THE LGL GROUP, INC.
By:
/s/ R. LaDuane Clifton
Name:
R. LaDuane Clifton
Title:
Chief Accounting Officer





EXHIBIT INDEX

Exhibit No.
Description
99.1
Press release dated November 12, 2012.



EX-99.1 2 ex991to8k_11122012.htm EXHIBIT 99.1 Q3 PRESS RELEASE

Exhibit 99.1
 
LGL Reports Third Quarter 2012 Financial Results


ORLANDO, FL, November 12, 2012 – The LGL Group, Inc. (NYSE Amex: LGL) (the "Company"), announced results for the three and nine months ended September 30, 2012.
Total revenues for the three months ended September 30, 2012, were approximately $7,307,000, a decrease of 24.1% compared to revenues of $9,629,000 for the comparable period in 2011.  The Company reported a net loss of ($314,000), or diluted loss per share of ($0.12), for the three months ended September 30, 2012, compared with net income of $91,000, or earnings per share of $0.03, for the same period in 2011.
Total revenues for the nine months ended September 30, 2012, were approximately $22,063,000, a decrease of 22.0% compared to revenues of $28,295,000 for the comparable period in 2011.  The Company reported a net loss of ($1,122,000), or diluted loss per share of ($0.43), for the nine months ended September 30, 2012, compared with net income of $678,000, or earnings per share of $0.26, for the same period in 2011.
The decrease in revenues for first nine months of 2012 was primarily due to reduced demand from existing customers for existing products in our Internet Communications Technology ("ICT"), and Military, Aeronautics and Instrumentation ("Mil/Aero") market segments, which was driven by continuing delays in ICT infrastructure spending and the effects of uncertainty related to government budget and spending cycles.
Greg Anderson, LGL's President and Chief Executive Officer, said, "The prevailing macroeconomic weakness continues to impact our results, but our position with our major OEM customers remains strong.  We have continued to improve our cost structure which expands the operating leverage that our business will have once the business cycle turns.  Our balance sheet remains strong, enabling us to weather the cycle and pursue growth opportunities."
The decrease in net income was a direct result of the decrease in revenues, which also reduced gross margin to 24.5% for the first nine months of 2012, compared to 30.8% for the same period in 2011, which was the result of spreading fixed infrastructure costs over a smaller revenue base.  The decrease in net income was offset by a reduction in administrative expenses and public company costs of approximately $691,000, or 9.1%, for the first nine months of 2012 compared to the same period in 2011.
The Company's order backlog at September 30, 2012, was $8,745,000, which was a 4.1% decrease compared to the backlog of $9,119,000 at September 30, 2011, and an 8.2% decrease compared to the backlog of $9,526,000 at June 30, 2012.  Mr. Anderson said, "Although there was a modest decline in our backlog as of the end of the quarter, quote and engineering activity levels remain high, particularly with our Mil/Aero and Instrumentation customers.  The work we're doing today has the potential to bring new product revenue in future quarters.  Our development focus remains on applications that support 3G/4G/LTE wireless infrastructure, microwave radio internet data backhaul and radios for public service, military and avionics."
Investor's Conference Call Scheduled for Tuesday, November 13, 2012, at 10:00 a.m. ET
An investor conference call is scheduled for Tuesday, November 13, 2012 at 10:00 a.m. ET.  The purpose of the call is to discuss the Company's third quarter 2012 earnings results, current business activities and strategy.  The Company's President and Chief Executive Officer, Greg Anderson, will host the audio event.

Presentation materials will be available on the LGL website by 6:00 p.m. ET on Monday, November 12: www.lglgroup.com.

Participants are invited to "attend" the online meeting using Conferencing Center LIVE; or access the conference call at (800) 895-0198 for domestic callers and (785) 424-1053 for international callers.  The participant code is LGLIR1113.
To attend the event, participants are asked to click on the following link: Join the meeting.  Participants may also copy and paste the following information into their web browser: https://www.livemeeting.com/cc/conferencingevent/join.

The meeting ID is: LGLIR1113; the entry code is: ATTEND.

About The LGL Group, Inc.

The LGL Group, Inc., through its wholly-owned subsidiary MtronPTI, manufactures and markets highly engineered electronic components used to control the frequency or timing of signals in electronic circuits.  These devices are used extensively in infrastructure equipment for the telecommunications and network equipment industries.  They are also used in electronic systems for military applications, avionics, earth-orbiting satellites, medical devices, instrumentation, industrial devices and global positioning systems. The Company has operations in Orlando, Florida, Yankton, South Dakota and Noida, India.  MtronPTI also has sales offices in Hong Kong and Shanghai, China.
For more information on the Company and its products and services, contact R. LaDuane Clifton, Chief Accounting Officer, The LGL Group, Inc., 2525 Shader Rd., Orlando, Florida 32804, (407) 298-2000, or visit the Company's Web site: www.lglgroup.com.
Caution Concerning Forward Looking Statements
This document includes certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to changes in global political, economic, business, competitive, market and regulatory factors. More detailed information about those factors is contained in The LGL Group's filings with the U.S. Securities and Exchange Commission.

###

Contact

R. LaDuane Clifton
The LGL Group, Inc.
lclifton@lglgroup.com
(407) 298-2000

THE LGL GROUP, INC.
Condensed Consolidated Statements of Operations - UNAUDITED

(Dollars in Thousands, Except Per Share Amounts)

 
  
Three Months Ended
September 30,
    
Nine Months Ended
September 30,
  
 
  
2012
    
2011
    
2012
    
2011
  
 
  
   
   
   
 
REVENUES                                                                            
  
$
7,307
    
$
9,629
    
$
22,063
    
$
28,295
  
Cost and expenses:
                                
  Manufacturing cost of sales                                                                          
    
5,514
      
6,930
      
16,666
      
19,591
  
  Engineering, selling and administrative
    
2,249
      
2,577
      
6,944
      
7,635
  
      Total Cost and Expenses                                                                          
    
7,763
      
9,507
      
23,610
      
27,226
  
OPERATING INCOME (LOSS)                                                                            
    
(456
)
    
122
      
(1,547
)
    
1,069
  
Total Other Expense                                                                            
    
(5
)
    
(31
)
    
(99
)
    
(58
)
INCOME (LOSS) BEFORE INCOME   TAXES
    
(461
)
    
91
      
(1,646
)
    
1,011
  
Income tax benefit (provision)                                                                            
    
147
      
—
      
524
      
(333
)
 
NET INCOME (LOSS)                                                                            
  
$
( 314
)
  
$
91
    
$
(1,122
)
  
$
678
  
 
Weighted average number of shares used in basic and diluted EPS calculation.
    
2,593,760
      
2,609,334
      
2,596,280
      
2,569,717
  
 
BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE
  
$
(0.12
)
  
$
0.03
    
$
(0.43
)
  
$
0.26
  


THE LGL GROUP, INC.
Condensed Consolidated Balance Sheets – UNAUDITED

(Dollars in Thousands)

 
  
September 30,
2012
    
December 31, 2011 (A)
  
ASSETS
  
   
 
Cash and cash equivalents  
  
$
9,484
    
$
13,709
  
Restricted cash  
    
1,500
      
--
  
Accounts receivable, less allowances of $99 and $131, respectively
    
4,049
      
4,309
  
Inventories, net  
    
5,434
      
5,676
  
Deferred income taxes  
    
960
      
960
  
Prepaid expenses and other current assets  
    
289
      
292
  
Total current assets  
    
21,716
      
24,946
  
    Property, plant and equipment, net  
    
4,822
      
4,530
  
    Other assets  
    
3,439
      
2,945
  
Total assets  
  
$
29,977
    
$
32,421
  
LIABILITIES AND STOCKHOLDERS' EQUITY
                
Current Liabilities  
  
$
5,320
    
$
6,828
  
     Long-term debt, net of current portion  
    
--
      
--
  
Total Liabilities  
    
5,320
      
6,828
  
Stockholders' Equity  
    
24,657
      
25,593
  
Total Liabilities and Stockholders' Equity  
  
$
29,977
    
$
32,421
  


(A) The Condensed Consolidated Balance Sheet as of December 31, 2011, has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.