8-K - LGL - Equibles

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): September 8, 2022

THE LGL GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware	001-00106	38-1799862
(State or Other Jurisdiction<br>of Incorporation)	(Commission<br>File Number)	(IRS Employer<br>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:

☐	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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br><br><br>Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01	LGL	NYSE American
Warrants to Purchase Common Stock, par value $0.01	LGL WS	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01.Regulation FD Disclosure.

On September 8, 2022, The LGL Group, Inc. (the "Company") scheduled a webinar (the "Webinar") to review its operations, using the attached PowerPoint presentation.

The furnishing of the attached presentation is not an admission as to the materiality of any information therein. The information contained in the slides is summary information that is intended to be considered in the context of more complete information included in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) and other public announcements that the Company has made and may make from time to time by press release or otherwise. The Company undertakes no duty or obligation to update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures. For important information about forward looking statements, see the slide titled “Safe Harbor” in Exhibit 99.1 attached hereto.

The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01 and in the presentation attached as Exhibit 99.1 to this Current Report shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description
99.1	PowerPoint presentation dated September 8, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

THE LGL GROUP, INC.
By:	/s/ James W. Tivy
	Name:	James W. Tivy
	Title:	Chief Financial Officer

The LGL Group, Inc. (NYSE MKT: LGL)

Investor Update Webinar September 8, 2022

Safe Harbor Statement Information included or incorporated by reference in this presentation may contain forward-looking statements. This information may involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different than the future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “may,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology.

Examples of forward-looking statements include, but are not limited to, statements regarding efforts to grow revenue, expectations regarding fulfillment of backlog, future benefits to operating margins and the adequacy of cash resources. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 28, 2022, as updated by our subsequently filed quarterly reports on Form 10-Q, and in the most recent Form 10 filed by M-tron Industries, Inc. (MtronPTI) on August 19, 2022. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this presentation will in fact be accurate. Further, we do not undertake any obligation to publicly update any forward-looking statements. As a result, you should not place undue reliance on these forward-looking statements.

Background The LGL Group, Inc. was Formed in 1917, been Stock Exchange listed since 1946, and has two subsidiaries today.

ComponentsFrequency & Spectrum Control Solutions since 1965 SystemsFrequency Reference and Synchronization Systems since 2016

Financial Trends Consolidated Revenue, Gross Margin and Adjusted EBITDA ($ in millions) Q2 reflect strong underlying fundamentals as Defense and Space markets replaces the mix shifts from Aerospace market and COVID related supply chain disruptions Growth enhanced by numerous new product design wins

SPIN-OFF Source: Mtron Industries Form 10 filed August 19, 2022. Figures are Unaudited.

Segment Focus MtronPTI Capabilities The MtronPTI Advantage Engineering centric company=>Aerospace & Defense Industry Customized, high reliability, spectrum and frequency control solutions for harsh environment applications. Over 57 years of experience and customer relationships. Operates globally from a manufacturing platform headquartered in Orlando.

MtronPTI’s High Reliability and Harsh Environment applications 57 Years Experience Please see full disclosures. Figures are estimates. Slide chart courtesy of Houlihan Lokey.

Backlog Growth Record $43.2m in backlog of Military (49%) Avionics (22%) Aerospace (12%)* * Other includes ICT, Instrumentation, Medical Expanded product offerings lead to market and customer share gains

MtronPTI Look Forward Shareholder Value through existing and new business opportunities, including:

New product development in several areas Adding value with the creation of Integrated Microwave Assemblies and Planar Filters, High-frequency OCXO and e-vib OCXO Growing IP organically and with partners and industry experts

Market share gains Grow content within our blue-chip client base with new product lines Expand opportunities with Electronic Warfare and Space markets Expand international sales with lower cost, higher performance products

Drive production efficiencies and cost reductions Implement selective automation to reduce skilled labor costs and increase yields Continue leveraging our overseas production capability

Synergistic acquisitions of products and technical capabilities

www.ptf-llc.com 10 Precise Time and Frequency, LLC (PTF)

Founded in 2002 Focus on Developing Systems for High-performance frequency and time reference standards $~700 million TAM with 6.2% CAGR from 2020 to 2027 Significant expansion potential with 3,000 sq. ft. manufacturing facility based in Wakefield, Mass. Business Model designed for: Efficiency - Outsource fabrication and PCB assembly Flexibility - In-house design/development Quality - In-house final assembly test Corporate HQ Wakefield, Mass. Manufacturing

Road Ahead A Glimpse Forward

LGL Group has a long history of spin offs and reorganizations executed to enhance shareholder value

Operating business expansion of new and existing operations

M&A and lift outs Orientation for niche customer solutions up the value chain

Broaden franchise Leverage management expertise in the capital markets

Leverage network effects to enhance shareholder value

LGL Group: Thank You Your Questions Please see full disclosures. All points in discussions are estimates. Visit us: www.lglgroup.com www.mtronpti.com

Voice: (407) 298-2000 LGL Group Contact Information