LGL 8-K
Lgl Group Inc (LGL)
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): March 17, 2020
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THE LGL GROUP, INC. |
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(Exact Name of Registrant as Specified in Charter) |
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Delaware |
001-00106 |
38-1799862 |
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(State or Other Jurisdiction |
(Commission |
(IRS Employer |
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2525 Shader Road, Orlando, FL |
32804 |
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(Address of Principal Executive Offices) |
(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (407) 298-2000
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock, par value $0.01 |
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LGL |
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NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 2.02.Results of Operations and Financial Condition.
The information contained in Item 7.01 is incorporated by reference into this Item 2.02.
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Item 7.01. |
Regulation FD Disclosure. |
On March 17, 2020, The LGL Group, Inc. (the “Company”) issued a press release (the “Press Release”) announcing that it will release its 2019 Q4 and annual results on March 30, 2020. 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 exhibits 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
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Exhibit No. |
Description |
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99.1 |
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.
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March 17, 2020 |
THE LGL GROUP, INC. |
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By: |
/s/ James W. Tivy |
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Name: |
James W. Tivy |
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Title: |
Chief Financial Officer |
Exhibit 99.1
The LGL Group, Inc. to Announce Q4 and 2019 Annual Results March 30, 2020
ORLANDO, Fla., March 17, 2020 - The LGL Group will release its 2019 Q4 and annual results on March 30, 2020.
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Balance Sheet Cash Strength bolstered by approximately $3.6 million as a result of sales of 263,725 shares under the Company’s ATM Program. |
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Positive January and February Monthly order trends were roughly in line with internal expectations for the First Quarter. |
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Still too early to have visibility on the COVID-19 impact to customers or the supply chain. |
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4Q 2019 Revenues increase 37.5%; increase for the fourth quarter of 2019 is expected to be approximately $8.8 million vs. $6.4 million reported for the fourth quarter of 2018, and up from revenues of $8.6 million reported in the third quarter of 2019. |
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2019 Annual Revenues increased 28%; 2019 Revenues are expected to be approximately $31.9 million vs. $24.9 million reported for 2018, an increase of $7.0 million. |
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Backlog up 25%; Backlog is expected to be around $21.9 million as of the fourth quarter of 2019 vs. $17.5 million for the fourth quarter of 2018, a decrease from the third quarter of 2019of $23.3 million. |
Ivan Arteaga, President and Chief Executive Officer said “The balance sheet cash position has improved into the year by the addition of $3.6 million from the successful implementation of the Company’s ATM Program. We also saw positive monthly sales trends continued from the 4th quarter as defense customers added to their bookings since December.”
Regarding the COVID-19 Impacts Mr. Arteaga added “while our current business and visibility appears to remain healthy, we proceed with caution that in light of current market developments relating to COVID-19, we cannot determine at this time the potential ripple effect, if any, on our supply chain nor customer demand for our precision engineered products.”
The Company will release its 2019 annual results before the market open on Monday, March 30, 2020. Management will host a conference call on Monday, March 30, 2020 at 4:30 p.m. ET to review the Company's 2019 annual results and provide insights, if any, of the COVID-19 impact on business.
Participants are invited to access the call by dialing (844) 401-3350 (within the United States), or (248) 847-2523 (international callers) approximately fifteen minutes before the conference start time and ask to be connected to The LGL Group Q4 2019 Annual Earnings Call.
The LGL Group, Inc., through its two principal subsidiaries MtronPTI and PTF, designs, manufactures and markets highly-engineered electronic components used to control the frequency or timing of signals in electronic circuits, and designs high performance frequency and time reference standards that form the basis for timing and synchronization in various applications.
Headquartered in Orlando, Florida, the Company has additional design and manufacturing facilities in Yankton, South Dakota, Wakefield, Massachusetts and Noida, India, with sales offices in Austin, Texas and Hong Kong.
For more information on the Company and its products and services, contact James Tivy at The LGL Group, Inc., 2525 Shader Rd., Orlando, Florida 32804, (407) 298-2000, or visit www.lglgroup.com and www.mtronpti.com.
Caution Concerning Forward Looking Statements
This press release may contain forward-looking statements made in reliance upon the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21 E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,” “continue” or the negative versions of those words or other comparable words. These forward-looking statements are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to us and our current plans or expectations, and are subject to a number of uncertainties and risks that could significantly affect current plans, anticipated actions and our future financial condition and results. Certain of these risks and uncertainties are described in greater detail in our filings with the Securities and Exchange Commission. We are under no obligation to (and expressly disclaim any such obligation to) update or alter our forward-looking statements, whether as a result of new information, future events or otherwise.
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Contacts:
The LGL Group, Inc.
Ivan Arteaga, 407-298-2000
CEO
or
James Tivy, 407-298-2000
CFO