(Mark One)
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended June 30, 2014
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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38-1799862
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(State or Other Jurisdiction of
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(I.R.S. Employer Identification No.)
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Incorporation or Organization)
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2525 Shader Rd., Orlando, Florida
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32804
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(Address of principal executive offices)
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(Zip Code)
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(407) 298-2000
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(Registrant's telephone number, including area code)
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(Former name, former address, and former fiscal year if changed since last report)
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Class
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Outstanding at August 14, 2014
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Common Stock, $0.01 par value
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2,594,732
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ASSETS
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June 30, 2014
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December 31, 2013
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||||||
Current Assets:
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Cash and cash equivalents
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$
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6,125
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$
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7,183
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Restricted cash (Note E)
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1,500
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1,500
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Accounts receivable, less allowances of $45 and $42, respectively
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3,442
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3,237
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Inventories, net (Note C)
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4,551
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4,629
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Prepaid expenses and other current assets
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307
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405
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Total Current Assets
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15,925
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16,954
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Property, Plant and Equipment:
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Land
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633
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633
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Buildings and improvements
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3,908
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3,908
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Machinery and equipment
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16,152
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15,980
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Gross property, plant and equipment
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20,693
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20,521
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Less: accumulated depreciation
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(16,956
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)
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(16,535
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)
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Net property, plant, and equipment
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3,737
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3,986
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Other assets, net
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814
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323
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Total Assets
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$
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20,476
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$
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21,263
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LIABILITIES AND STOCKHOLDERS' EQUITY
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Current liabilities:
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Note payable to bank (Note E)
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$
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1,500
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$
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1,181
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Accounts payable
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2,117
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1,978
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Accrued compensation and commissions expense
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982
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992
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Accrued restructuring expense
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350
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70
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Accrued warranty expense
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366
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22
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Other accrued expenses
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295
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265
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Total Current liabilities
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5,610
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4,508
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Commitments and Contingencies (Note L)
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Stockholders' Equity
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Common stock, $0.01 par value - 10,000,000 shares authorized; 2,674,448 shares issued and 2,594,732 shares outstanding at June 30, 2014 and 2,674,530 shares issued and 2,594,784 shares outstanding at December 31, 2013
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27
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27
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Additional paid-in capital
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28,779
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28,593
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Accumulated deficit
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(13,416
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)
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(11,338
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)
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Treasury stock: 79,716 and 79,664 shares held in treasury at cost at June 30, 2014 and December 31, 2013, respectively
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(572
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)
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(572
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)
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Accumulated other comprehensive income
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48
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45
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Total Stockholders' Equity
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14,866
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16,755
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Total Liabilities and Stockholders' Equity
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$
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20,476
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$
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21,263
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Exhibit No.
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Description
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31.1
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Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
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31.2
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Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
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32.1
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Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
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32.2
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Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
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THE LGL GROUP, INC.
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Date: August 15, 2014
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BY:
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/s/ Michael J. Ferrantino, Sr.
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Michael J. Ferrantino, Sr.
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Executive Chairman and Chief Executive Officer
(Principal Executive Officer)
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Date: August 15, 2014
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BY:
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/s/ R. LaDuane Clifton
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R. LaDuane Clifton
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Chief Financial Officer
(Principal Financial Officer)
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Exhibit No.
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Description
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31.1
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Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
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31.2
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Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
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32.1
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Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
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32.2
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Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
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2.
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3.
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(c)
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5.
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(a)
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(b)
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August 15, 2014
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/s/ Michael J. Ferrantino, Sr. | ||
Name:
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Michael J. Ferrantino, Sr.
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Title:
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Executive Chairman and Chief Executive Officer
(Principal Executive Officer)
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1.
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I have reviewed this quarterly report on Form 10-Q/A of The LGL Group, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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August 15, 2014
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/s/ R. LaDuane Clifton | ||
Name:
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R. LaDuane Clifton
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Title:
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Chief Financial Officer
(Principal Financial Officer)
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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August 15, 2014
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/s/ Michael J. Ferrantino, Sr. | ||
Name:
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Michael J. Ferrantino, Sr.
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Title:
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Executive Chairman and Chief Executive Officer
(Principal Executive Officer)
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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August 15, 2014
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/s/ R. LaDuane Clifton | ||
Name:
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R. LaDuane Clifton
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Title:
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Chief Financial Officer
(Principal Financial Officer)
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