0000061004-13-000022.txt : 20130514 0000061004-13-000022.hdr.sgml : 20130514 20130514131233 ACCESSION NUMBER: 0000061004-13-000022 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130513 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130514 DATE AS OF CHANGE: 20130514 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-00106 FILM NUMBER: 13840445 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/A 1 lgl_8ka_20130514.htm LGL 8-K/A 20130514

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

FORM 8-K/A

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

Date of report (Date of earliest event reported): May 13, 2013

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))






EXPLANATORY NOTE

This Amendment No. 1 on Form 8-K/A (this "Amendment") to the Current Report on Form 8-K filed by The LGL Group, Inc. (the "Company") with the Securities and Exchange Commission on May 13, 2013, is being filed to correct the unintentional omission of the conformed signature.

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 May 13, 2013, The LGL Group, Inc. issued a press release (the "Press Release") announcing its financial results for the three months ended March 31, 2013, 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 May 13, 2013.





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.

May 13, 2013
THE LGL GROUP, INC.
By:
/s/ James L. Williams
Name:
James L.  Williams
Title:
Corporate Controller






EX-99.1 2 ex99-1_lglpressrelease.htm EXHIBIT 99.1 Q1 2013 PRESS RELEASE

Exhibit 99.1
 
The LGL Group, Inc. Reports First Quarter 2013 Financial Results


ORLANDO, FL, May 13, 2013 – The LGL Group, Inc. (NYSE MKT: LGL) (the "Company"), announced results for the quarter ended March 31, 2013.
Total revenues for the three months ended March 31, 2013, were approximately $7,398,000, an increase of 3.1% compared to revenues of $7,174,000 for the comparable period in 2012.  The Company reported a net loss of ($83,000) for the three months ended March 31, 2013, compared with a net loss of ($593,000) for the same period in 2012.  Loss per share was ($0.03) for the three months ended March 31, 2013, compared with loss per share of ($0.23) for the three months ended March 31, 2012.  Stock-based compensation expense was $110,000, or $0.04 per share, for the three months ended March 31, 2013, compared to $89,000, or $0.03 per share, for the same period in 2012.
Gross margins for the quarter ended March 31, 2013, were 32.5%, compared to 22.3% for the comparable period in 2012. The increase in gross margin is due to a more favorable product mix, margin improvement initiatives and a 3.1% increase in revenues from the comparable period in 2012.
Cash and cash equivalents as of March 31, 2013, was $9,324,000, or $3.59 per share, and cash-adjusted working capital, which is comprised of accounts receivable plus inventory less trade accounts payable, increased to $8,202,000, or $3.16 per share, at March 31, 2013.
The Company's order backlog was $8,357,000 at March 31, 2013, which was a 4.0% decrease compared to $8,703,000 at December 31, 2012.
The increase in revenues for the first quarter is due to a modest increase in demand from existing customers for existing products primarily in our Aerospace and Defense ("Aero/Defense"), and Internet Communications Technology ("ICT") market segments. Loss per share improvement can be attributed to a 10.2 percentage point increase in gross margin and the 3.1% increase in revenues for the first three months of 2013 as compared to the same period in 2012.
Greg Anderson, LGL's President and Chief Executive Officer, said "The improvement in our Q1 results compared to Q1 of last year reflects the work we have done to improve operating efficiencies, as we are continuing to make R&D investments in future growth areas within our target markets.  However, the environment remains challenging, with notable price pressure, the lingering effects of uncertainty in U.S. government spending and cautious infrastructure spending patterns."


Investor's Conference Call Scheduled for Tuesday, May 14, 2013, at 10:00 A.M. ET
An investor conference call is scheduled for Tuesday, May 14, 2013, at 10:00 a.m. ET.  The purpose of the call is to discuss the Company's first quarter 2013 earnings results, current business activities and strategy.

Participants are invited to "attend" the online meeting using Conferencing Center LIVE; or access the conference call at (800) 894-5910 for domestic callers and (785) 424-1052 for international callers.  The participant code is LGLIR514.
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: LGLIR514; 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 electronic systems for military applications, avionics, earth-orbiting satellites, medical devices, instrumentation, industrial devices and global positioning systems.  They are also used in infrastructure equipment for the telecommunications and network equipment industries.  The Company has operations in Orlando, Florida, Yankton, South Dakota, Yantai, China and Noida, India, and sales offices in Hong Kong and Shanghai, China.
 
For more information on the Company and its products and services, contact LaDuane Clifton at 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)


For the quarter ended March 31,
  
2013
    
2012
  
 
  
   
 
REVENUES  
  
$
7,398
    
$
7,174
  
Cost and expenses:
                
Manufacturing cost of sales  
    
4,996
      
5,577
  
Engineering, selling and administrative  
    
2,680
      
2,398
  
OPERATING LOSS  
    
(278
)
    
(801
)
Total other expense  
    
(18
)
    
(58
)
LOSS BEFORE INCOME TAXES  
    
(296
)
    
(859
)
Income tax benefit  
    
213
      
266
  
 
                
NET LOSS  
  
$
(83
)
  
$
(593
)
 
                
Weighted average number of shares used in basic and diluted EPS calculation.
    
2,598,144
      
2,595,242
  
 
                
BASIC AND DILUTED NET LOSS PER COMMON SHARE.
  
$
(0.03
)
  
$
(0.23
)



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

(Dollars in Thousands)

 
  
March 31, 2013
    
December 31, 2012
  
ASSETS
  
   
 
Cash and cash equivalents  
  
$
7,824
    
$
8,625
  
Restricted cash  
    
1,500
      
1,500
  
Accounts receivable, less allowances of $57 and $79, respectively
    
4,479
      
4,350
  
Inventories, net  
    
5,460
      
5,349
  
Deferred taxes  
    
1,114
      
1,114
  
Prepaid expenses and other current assets  
    
541
      
665
  
Total current assets  
    
20,918
      
21,603
  
    Property, plant and equipment, net  
    
4,630
      
4,707
  
    Other assets, net  
    
3,388
      
3,283
  
Total assets  
    
28,936
      
29,593
  
LIABILITIES AND STOCKHOLDERS' EQUITY
                
Note payable to bank  
    
1,382
      
1,249
  
Accounts payable  
    
1,737
      
2,452
  
Other current liabilities  
    
1,170
      
1,278
  
Total Liabilities  
    
4,289
      
4,979
  
Stockholders' Equity  
    
24,647
      
24,614
  
Total Liabilities and Stockholders' Equity  
  
$
28,936
    
$
29,593