(Mark One)
|
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
For the quarterly period ended
June 30, 2013
|
OR
|
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
38-1799862
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
(I.R.S. Employer Identification No.)
|
|
|
|
|
2525 Shader Rd., Orlando, Florida
|
32804
|
(Address of principal executive offices)
|
(Zip Code)
|
(407) 298-2000
|
|
(Registrant's telephone number, including area code)
|
|
|
|
(Former name, former address, and former fiscal year if changed since last report)
|
Yes
x
|
No
o
|
|
Yes
x
|
No
o
|
|
|
Large accelerated filer
o
|
Accelerated filer
o
|
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
x
|
Yes
o
|
No
x
|
|
Class
|
|
Outstanding at August 12, 2013
|
Common Stock, $0.01 par value
|
|
2,596,205
|
ASSETS
|
June 30, 2013
|
December 31, 2012
|
||||||
Current Assets:
|
|
|
||||||
Cash and cash equivalents
|
$
|
7,613
|
$
|
8,625
|
||||
Restricted cash (Note D)
|
1,500
|
1,500
|
||||||
Accounts receivable, less allowances of $45 and $79, respectively
|
3,960
|
4,350
|
||||||
Inventories, net (Note C)
|
5,325
|
5,349
|
||||||
Deferred income taxes (Note I)
|
—
|
1,114
|
||||||
Prepaid expenses and other current assets
|
465
|
665
|
||||||
Total Current Assets
|
18,863
|
21,603
|
||||||
Property, Plant and Equipment:
|
||||||||
Land
|
640
|
640
|
||||||
Buildings and improvements
|
3,849
|
3,785
|
||||||
Machinery and equipment
|
15,818
|
15,655
|
||||||
Gross property, plant and equipment
|
20,307
|
20,080
|
||||||
Less: accumulated depreciation
|
(15,814
|
)
|
(15,373
|
)
|
||||
Net property, plant, and equipment
|
4,493
|
4,707
|
||||||
Deferred income taxes, net (Note I)
|
—
|
2,808
|
||||||
Other assets, net
|
344
|
475
|
||||||
Total Assets
|
$
|
23,700
|
$
|
29,593
|
||||
|
||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Current Liabilities:
|
||||||||
Note payable to bank (Note D)
|
$
|
881
|
$
|
1,249
|
||||
Accounts payable
|
1,739
|
2,452
|
||||||
Accrued compensation and commissions expense
|
1,066
|
1,011
|
||||||
Other accrued expenses
|
241
|
209
|
||||||
Current maturities of long-term debt (Note D)
|
—
|
58
|
||||||
Total Current Liabilities
|
3,927
|
4,979
|
||||||
Long-term debt, net of current portion (Note D)
|
—
|
—
|
||||||
Total Liabilities
|
3,927
|
4,979
|
||||||
Commitments and Contingencies (Note J)
|
||||||||
Stockholders' Equity
|
||||||||
Common stock, $0.01 par value - 10,000,000 shares authorized; 2,657,454 shares issued and 2,596,205 shares outstanding at June 30, 2013, and 2,648,059 shares issued and 2,597,605 shares outstanding at December 31, 2012
|
27
|
26
|
||||||
Additional paid-in capital
|
28,336
|
28,084
|
||||||
Accumulated deficit
|
(8,166
|
)
|
(3,119
|
)
|
||||
Treasury stock: 61,249 and 50,454 shares held in treasury at cost at June 30, 2013 and December 31, 2012, respectively
|
(464
|
)
|
(405
|
)
|
||||
Accumulated other comprehensive income
|
40
|
28
|
||||||
Total Stockholders' Equity
|
19,773
|
24,614
|
||||||
Total Liabilities and Stockholders' Equity
|
$
|
23,700
|
$
|
29,593
|
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
||||||||||||||
|
2013
|
2012
|
2013
|
2012
|
||||||||||||
|
|
|
|
|
||||||||||||
REVENUES
|
$
|
6,965
|
$
|
7,582
|
$
|
14,363
|
$
|
14,756
|
||||||||
Cost and Expenses:
|
||||||||||||||||
Manufacturing cost of sales
|
5,177
|
5,575
|
10,173
|
11,152
|
||||||||||||
Engineering, selling and administrative
|
2,606
|
2,297
|
5,286
|
4,695
|
||||||||||||
OPERATING LOSS
|
(818
|
)
|
(290
|
)
|
(1,096
|
)
|
(1,091
|
)
|
||||||||
Other Expense:
|
||||||||||||||||
Interest expense, net
|
(10
|
)
|
(28
|
)
|
(29
|
)
|
(54
|
)
|
||||||||
Other expense, net
|
(1
|
)
|
(8
|
)
|
—
|
(40
|
)
|
|||||||||
Total Other Expense
|
(11
|
)
|
(36
|
)
|
(29
|
)
|
(94
|
)
|
||||||||
LOSS BEFORE INCOME TAXES
|
(829
|
)
|
(326
|
)
|
(1,125
|
)
|
(1,185
|
)
|
||||||||
Income tax (provision) benefit
|
(4,135
|
)
|
111
|
(3,922
|
)
|
377
|
||||||||||
NET LOSS
|
$
|
(4,964
|
)
|
$
|
(215
|
)
|
$
|
(5 ,047
|
)
|
$
|
(808
|
)
|
||||
Weighted average number of shares used in basic and diluted net loss per common share calculation
.
|
2,602,329
|
2,599,866
|
2,600,248
|
2,597,554
|
||||||||||||
BASIC AND DILUTED NET LOSS PER COMMON SHARE
|
$
|
(1.91
|
)
|
$
|
(0.08
|
)
|
$
|
(1.94
|
)
|
$
|
(0.31
|
)
|
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
||||||||||||||
|
2013
|
2012
|
2013
|
2012
|
||||||||||||
|
|
|
|
|
||||||||||||
NET LOSS
|
$
|
(4,964
|
)
|
$
|
(215
|
)
|
$
|
(5,047
|
)
|
$
|
(808
|
)
|
||||
Other Comprehensive Income:
|
||||||||||||||||
Unrealized gain on available-for-sale securities
|
6
|
—
|
12
|
3
|
||||||||||||
TOTAL OTHER COMPREHENSIVE INCOME
|
6
|
—
|
12
|
3
|
||||||||||||
COMPREHENSIVE LOSS
|
$
|
(4,958
|
)
|
$
|
(215
|
)
|
$
|
(5,035
|
)
|
$
|
(805
|
)
|
|
Shares of Common Stock Outstanding
|
Common Stock
|
Additional Paid-In Capital
|
Accumulated Deficit
|
Treasury Stock
|
Accumulated Other Comprehensive Income
|
Total
|
|||||||||||||||||||||
Balance at December 31, 2012
|
2,597,605
|
$
|
26
|
$
|
28,084
|
$
|
(3,119
|
)
|
$
|
(405
|
)
|
$
|
28
|
$
|
24,614
|
|||||||||||||
Net loss
|
—
|
—
|
—
|
(5,047
|
)
|
—
|
—
|
(5,047
|
)
|
|||||||||||||||||||
Other comprehensive income
|
—
|
—
|
—
|
—
|
—
|
12
|
12
|
|||||||||||||||||||||
Stock-based compensation
|
9,406
|
1
|
252
|
—
|
—
|
—
|
253
|
|||||||||||||||||||||
Purchase of common stock for treasury
|
(10,806
|
)
|
—
|
—
|
—
|
(59
|
)
|
—
|
(59
|
)
|
||||||||||||||||||
Balance at June 30, 2013
|
2,596,205
|
$
|
27
|
$
|
28,336
|
$
|
(8,166
|
)
|
$
|
(464
|
)
|
$
|
40
|
$
|
19,773
|
|
Six Months Ended
June 30,
|
|||||||
|
2013
|
2012
|
||||||
OPERATING ACTIVITIES
|
|
|
||||||
Net loss
|
$
|
(5,047
|
)
|
$
|
(808
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Depreciation
|
442
|
331
|
||||||
Amortization of finite-lived intangible assets
|
46
|
42
|
||||||
Write-down of note receivable
|
10
|
—
|
||||||
Stock-based compensation
|
253
|
178
|
||||||
Deferred income tax provision (benefit)
|
3,922
|
(377
|
)
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Decrease in accounts receivable, net
|
390
|
64
|
||||||
Decrease (increase) in inventories, net
|
24
|
(232
|
)
|
|||||
Decrease in other assets
|
287
|
15
|
||||||
(Decrease) increase in trade accounts payable, accrued compensation and commissions expense and other accrued liabilities
|
(626
|
)
|
296
|
|||||
Net cash used in operating activities
|
(299
|
)
|
(491
|
)
|
||||
|
||||||||
INVESTING ACTIVITIES
|
||||||||
Capital expenditures
|
(228
|
)
|
(614
|
)
|
||||
Net cash used in investing activities
|
(228
|
)
|
(614
|
)
|
||||
|
||||||||
FINANCING ACTIVITIES
|
||||||||
Net repayments on note payable to bank
|
(368
|
)
|
(509
|
)
|
||||
Increase in restricted cash
|
—
|
(4,000
|
)
|
|||||
Principal payments of long-term debt
|
(58
|
)
|
(169
|
)
|
||||
Purchase of treasury stock
|
(59
|
)
|
—
|
|||||
Net cash used in financing activities
|
(485
|
)
|
(4,678
|
)
|
||||
|
||||||||
Decrease in cash and cash equivalents
|
(1,012
|
)
|
(5,783
|
)
|
||||
Cash and cash equivalents at beginning of period
|
8,625
|
13,709
|
||||||
Cash and cash equivalents at end of period
|
$
|
7,613
|
$
|
7,926
|
||||
|
||||||||
Supplemental Disclosure
:
|
||||||||
Cash paid for interest
|
$
|
19
|
$
|
54
|
||||
Cash paid for income taxes
|
$
|
—
|
$
|
24
|
|
Owned By The LGL Group, Inc.
|
|||
M-tron Industries, Inc.
|
100.0
|
%
|
||
M-tron Industries, Ltd.
|
99.9
|
%
|
||
Piezo Technology, Inc.
|
100.0
|
%
|
||
Piezo Technology India Private Ltd.
|
99.0
|
%
|
||
Lynch Systems, Inc.
|
100.0
|
%
|
|
June 30, 2013
|
December 31, 2012
|
||||||
|
(in thousands)
|
|||||||
Raw materials
|
$
|
2,196
|
$
|
2,468
|
||||
Work in process
|
1,552
|
1,604
|
||||||
Finished goods
|
1,577
|
1,277
|
||||||
Total Inventories, net
|
$
|
5,325
|
$
|
5,349
|
Quoted Prices in Active Markets for Identical Assets
(Level 1) |
Significant Other Observable Inputs
(Level 2) |
Significant Unobservable Inputs
(Level 3) |
Total
June 30, 2013
|
|||||||||||||
Equity securities
|
$
|
56
|
$
|
—
|
$
|
—
|
$
|
56
|
||||||||
U.S. Treasury securities (cash equivalents)
|
$
|
6,089
|
$
|
—
|
$
|
—
|
$
|
6,089
|
Quoted Prices in Active Markets for Identical Assets
(Level 1) |
Significant Other Observable Inputs
(Level 2) |
Significant Unobservable Inputs
(Level 3) |
Total
December 31, 2012
|
|||||||||||||
Equity securities
|
$
|
44
|
$
|
—
|
$
|
—
|
$
|
44
|
||||||||
U.S. Treasury securities (cash equivalents)
|
$
|
6,239
|
$
|
—
|
$
|
—
|
$
|
6,239
|
Three Months Ended
June 30,
|
||||||||
2013
|
2012
|
|||||||
(in thousands)
|
||||||||
Significant Foreign Revenues:
|
||||||||
Malaysia
|
$
|
1,074
|
$
|
1,339
|
||||
China
|
907
|
910
|
||||||
Hong Kong
|
494
|
—
|
||||||
Thailand
|
274
|
403
|
||||||
All other foreign countries
|
652
|
1,285
|
||||||
Total foreign revenues
|
$
|
3,401
|
$
|
3,937
|
Six Months Ended
June 30,
|
||||||||
2013
|
2012
|
|||||||
(in thousands)
|
||||||||
Significant Foreign Revenues:
|
||||||||
Malaysia
|
$
|
2,388
|
$
|
2,418
|
||||
China
|
1,781
|
1,844
|
||||||
Hong Kong
|
1,025
|
—
|
||||||
Thailand
|
647
|
762
|
||||||
All other foreign countries
|
1,173
|
2,235
|
||||||
Total foreign revenues
|
$
|
7,014
|
$
|
7,259
|
I.
|
Income Taxes
|
‒
|
Persuasive evidence that an arrangement exists;
|
‒
|
Delivery has occurred;
|
‒
|
The seller's price to the buyer is fixed and determinable; and
|
‒
|
Collectability is reasonably assured.
|
‒
|
Seller's price to the buyer is fixed or determinable at the date of sale;
|
‒
|
Buyer has paid the seller, or the buyer is obligated to pay the seller and the obligation is not contingent on resale of the product;
|
‒
|
Buyer's obligation to the seller would not be changed in the event of theft or physical destruction or damage of the product;
|
‒
|
Buyer acquiring the product for resale has economic substance apart from that provided by the seller;
|
‒
|
Seller does not have obligations for future performance; and
|
‒
|
The amount of future returns can be reasonably estimated.
|
Item
|
4.
Controls and Procedures.
|
Item
|
1.
Legal Proceedings.
|
Item
|
1A.
Risk Factors.
|
Item
|
2.
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Period
|
Total Number of Shares Purchased
(1)
|
Average
Price Paid per Share
|
Total Number of Shares Purchased as Part of Publicly Announced Programs
|
Maximum Number of Shares that May Yet Be Purchased Under the Programs
|
||||||||||||
|
|
|||||||||||||||
April 1, 2013 to April 30, 2013
|
--
|
$
|
--
|
--
|
489,557
|
|||||||||||
May 1, 2013 to May 31, 2013
|
8,604
|
5.45
|
8,604
|
480,953
|
||||||||||||
June 1, 2013 to June 30, 2013
|
2,202
|
5.37
|
2,202
|
478,751
|
||||||||||||
|
10,806
|
$
|
5.44
|
10,806
|
--
|
(1)
|
All of the shares purchased during the quarter ended June 30, 2013, were purchased under our publicly announced repurchase program. On August 29, 2011, we announced that our Board of Directors authorized the repurchase of up to 100,000 shares, increasing the total number of shares authorized to be repurchased under our repurchase program to 540,000 shares. There is no expiration date for this program.
|
Item
|
3.
Defaults Upon Senior Securities.
|
Item
|
4.
Mine Safety Disclosures.
|
Item
|
5.
Other Information.
|
Item 6.
|
Exhibits.
|
Exhibit No.
|
Description
|
|
|
|
|
4.1
|
Warrant Agreement, dated as of July 30, 2013, by and among The LGL Group, Inc. Computershare Inc., and Computershare Trust Company, N.A.*
|
|
31.1
|
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
31.2
|
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
32.1
|
Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
32.2
|
Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
101.INS
|
XBRL Instance Document**
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document**
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document**
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document**
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document**
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document**
|
|
|
THE LGL GROUP, INC.
|
|
|
|
|
|
|
|
|
|
Date:
August 14, 2013
|
|
By:
|
/s/ Gregory P. Anderson
|
|
|
|
Gregory P. Anderson
|
|
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
Date:
August 14, 2013
|
|
By:
|
/s/ R. LaDuane Clifton
|
|
|
|
R. LaDuane Clifton
|
|
|
|
Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
Date:
August 14, 2013
|
|
By:
|
/s/ James L. Williams
|
|
|
|
James L. Williams
Corporate Controller
(Principal Accounting Officer)
|
|
|
|
|
Section 1
|
Certain Definitions
|
Section 2
|
Appointment of Warrant Agent
|
Section 3
|
Form of Warrant Certificates
|
Section 4
|
Registration
|
Section 5
|
Transfer, Split Up, Combination and Exchange of Warrant Certificates; Mutilated, Destroyed, Lost or Stolen Warrant Certificates
|
Section 6
|
Exercise of Warrants; Exercise Price; Expiration Date
|
Section 7
|
Cancellation and Destruction of Warrant Certificates
|
Section 8
|
Certain Representations; Reservation and Availability of Shares of Common Stock or Cash
|
(i)
|
the Warrants and the Warrant Shares are registered under the Securities Act, or are exempt from such registration;
|
(ii)
|
the Warrants are duly authorized, and, when issued and distributed by the Company in accordance with and in the manner described in the registration statement and the prospectus supplement, the Warrants will be validly issued, fully paid and non-assessable; and
|
(iii)
|
the Warrant Shares are duly authorized, and, when issued and sold by the Company and delivered by the Company against receipt of the exercise price therefor, in accordance with and in the manner described in the registration statement, the prospectus supplement and the Warrants, will be validly issued, fully paid and non-assessable.
|
Section 9
|
Common Stock Record Date
|
Section 10
|
Adjustment of Exercise Price, Number of Shares of Common Stock or Number of Warrants
|
EP 1 | = EP 0 x (OS 0 / OS 1 ) |
EP 0 | = the Exercise Price in effect at the Close of Business on the record date |
EP 1 | = the Exercise Price in effect immediately after the record date |
OS 0 | = the number of shares of Common Stock outstanding at the Close of Business on the record date prior to giving effect to such event |
OS 1 | = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such event |
EP 1 | = EP 0 x (OS 0 + Y) / (OS 0 + X) |
EP 0 | = the Exercise Price in effect at the Close of Business on the record date |
EP 1 | = the Exercise Price in effect immediately after the record date |
OS 0 | = the number of shares of Common Stock outstanding at the Close of Business on the record date |
X | = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants |
Y | = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants divided by the Market Price ending on the Trading Day immediately preceding the announcement date of the issuance of such rights, options or warrants |
EP 1 | = EP 0 x (SP 0 — FMV) / SP 0 |
EP 0 | = the Exercise Price in effect at the Close of Business on the record date |
EP 1 | = the Exercise Price in effect immediately after the record date |
SP 0 | = the Market Price as of the record date |
FMV | = the Fair Market Value, on the record date, of the shares of capital stock, rights to acquire capital stock, evidences of indebtedness or assets so distributed, expressed as an amount per share of Common Stock |
EP 1 | = EP 0 x MP 0 / (FMV 0 + MP 0 ) |
EP 0 | = the Exercise Price in effect at the Close of Business on the record date |
EP 1 | = the Exercise Price in effect immediately after the record date |
FMV 0 | = the average of the VWAP of the capital stock or similar equity interests distributed to holders of the Common Stock applicable to one share of Common Stock over the 10 consecutive Trading Days commencing on and including the third Trading Day after the date on which "ex-distribution trading" commences for such dividend or distribution with respect to the Common Stock on the NYSE MKT or such other Trading Market that is at that time the principal market for the Common Stock |
MP 0 | = the average of the VWAP per share of the Common Stock over the 10 consecutive Trading Days commencing on and including the third Trading Day after the date on which "ex-distribution trading" commences for such dividend or distribution with respect to the Common Stock on the NYSE MKT or such other Trading Market that is at that time the principal market for the Common Stock |
EP 1 | = EP 0 x (SP 0 – C)/ SP 0 |
EP 0 | = the Exercise Price in effect at the Close of Business on the record date |
EP 1 | = the Exercise Price in effect immediately after the record date |
SP 0 | = the Market Price as of the record date |
C | = the amount in cash per share distributed to holders of the Common Stock |
EP 1 | = EP 0 x (SP 1 x OS 0 ) / (FMV + (SP 1 x OS 1 )) |
EP 0 | = the Exercise Price in effect at the Close of Business on the offer expiration date |
EP 1 | = the Exercise Price in effect immediately after the offer expiration date |
FMV | = the Fair Market Value, on the offer expiration date, of the aggregate value of all cash and any other consideration paid or payable for shares validly tendered and not withdrawn as of the offer expiration date (the "Purchased Shares") |
OS 1 | = the number of shares of Common Stock outstanding at the last time tenders may be made pursuant to such tender offer (the "Expiration Time") less any Purchased Shares |
OS 0 | = the number of shares of Common Stock outstanding at the Expiration Time, including any Purchased Shares |
SP 1 | = the average VWAP for the Common Stock for the consecutive 10 Trading Days commencing with the Trading Day immediately after the Expiration Time |
(i)
|
upon the issuance of any shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock in public or private transactions at any price deemed appropriate by the Company in its sole discretion;
|
(ii)
|
upon the issuance of any shares of Common Stock or options or rights to purchase those shares or any other award that relates to or has a value derived from the value of the Common Stock or other securities of the Company, in each case issued pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries;
|
(iii)
|
upon the issuance of any shares of Common Stock pursuant to any option, warrant or right or other security exercisable for, or exchangeable or convertible into, shares of Common Stock issued or distributed in public or private transactions at any price deemed appropriate by the Company in its sole discretion;
|
(iv)
|
for a change in the par value or no par value of the Common Stock; or
|
(v)
|
upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or other security exercisable for, or exchangeable or convertible into, Common Stock that was outstanding as of the date the Warrants were first issued.
|
Section 11
|
Certification of Adjusted Exercise Price or Number of Shares of Common Stock
; Notification of Exercise Period and Expiration Date
|
Section 12
|
Reclassification, Consolidation, Purchase, Combination, Sale or Conveyance
|
Section 13
|
Fractional
Warrants; Fractional Exercise
|
Section 14
|
Agreement of Warrant Certificate Holders
|
Section 15
|
Holder Not Deemed a Stockholder
|
Section 16
|
Concerning the Warrant Agent
|
Section 17
|
Purchase or Consolidation or Change of Name of Warrant Agent
|
Section 18
|
Duties of Warrant Agent
|
Section 19
|
Change of Warrant Agent
|
Section 20
|
Issuance of New Warrant Certificates
|
Section 21
|
Notices
|
Section 22
|
Supplements and Amendments
|
Section 23
|
Successors
|
Section 24
|
Benefits of this Agreement
|
Section 25
|
Governing Law
|
Section 26
|
Counterparts
|
Section 27
|
Captions
|
Section 28
|
Information
|
Section 29
|
Force Majeure
|
Section 30
|
Consequential Damages
|
THE LGL GROUP, INC.
|
|||
By:
|
/s/ R. LaDuane Clifton
|
||
Name:
|
R. LaDuane Clifton | ||
Title:
|
Chief Financial Officer |
COMPUTERSHARE TRUST COMPANY, N.A.
|
|||
By:
|
/s/ Michael Legregin
|
||
Name:
|
Michael Legregin | ||
Title:
|
Vice President Corporate Action Department |
COMPUTERSHARE INC.
|
|||
By:
|
/s/ Michael Legregin
|
||
Name:
|
Michael Legregin | ||
Title:
|
Vice President Corporate Action Department |
No. ___________
|
CUSIP 50186A 116
|
THE LGL GROUP, INC.
|
|
By:
Name:
Title:
|
|
COMPUTERSHARE INC.
COMPUTERSHARE TRUST COMPANY, N.A.
as Warrant Agent
By:
Name:
Title:
|
|
Name in which Warrant Shares are to be registered if other than in the name of the Holder of this Warrant Certificate:
|
|
|
||||||||
|
|
|
||||||||
Address to which Warrant Shares are to be mailed if other than to the address of the Holder of this Warrant Certificate as shown on the books of the Warrant Agent:
|
|
|
||||||||
|
|
(Street Address)
|
||||||||
|
|
|
||||||||
|
|
|
||||||||
|
|
(City and State) (Zip Code)
|
||||||||
|
|
|
||||||||
Name in which Warrant Certificate evidencing unexercised Warrants, if any, is to be registered if other than in the name of the Holder of this Warrant Certificate:
|
|
|
||||||||
|
|
|
||||||||
Address to which certificate representing unexercised Warrants, if any, is to be mailed if other than to the address of the Holder of this Warrant Certificate as shown on the books of the Warrant Agent:
|
|
|
||||||||
|
|
(Street Address)
|
||||||||
|
|
|
||||||||
|
|
|
||||||||
|
|
(City and State) (Zip Code)
|
||||||||
|
|
|
||||||||
|
|
Dated:
|
||||||||
|
|
|
||||||||
|
|
|
||||||||
|
|
Signature
|
||||||||
|
|
|
||||||||
|
|
Signature must conform in all respects to the name of the Holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the Holder hereof or are to be delivered to an address other than the address of such Holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended).
|
||||||||
SIGNATURE GUARANTEE
|
||||||||||
Name of Firm
|
|
|||||||||
Address
|
|
|
|
|
||||||
Area Code
and Number |
|
|
|
|
||||||
Authorized Signature
|
|
|
|
|
||||||
Name
|
|
|
|
|
||||||
Title
|
|
|
|
|
||||||
Dated:
|
|
, 20__
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Please print name and address
including zip code of assignee) |
|
(Please insert social security or
other identifying number of assignee) |
Dated:
|
|
|
|
Signature
|
|
(Signature must conform in all respects to the name of the Holder as specified on the face of this Warrant Certificate and must bear a signature guarantee by an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended).
|
SIGNATURE GUARANTEE
|
||||||||||
Name of Firm
|
|
|||||||||
Address
|
|
|
|
|
||||||
Area Code
and Number |
|
|
|
|
||||||
Authorized Signature
|
|
|
|
|
||||||
Name
|
|
|
|
|
||||||
Title
|
|
|
|
|
||||||
Dated:
|
|
, 20__
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of The LGL Group, Inc. for the quarterly period ended June 30, 2013;
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
(a)
|
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;
|
(b)
|
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;
|
(c)
|
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
|
(d)
|
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
|
5.
|
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):
|
(a)
|
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
|
(b)
|
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.
|
August 14, 2013
|
/s/ Gregory P. Anderson | ||
Name:
|
Gregory P. Anderson
|
||
Title:
|
President and Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of The LGL Group, Inc. for the quarterly period ended June 30, 2013;
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
(a)
|
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;
|
(b)
|
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;
|
(c)
|
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
|
(d)
|
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
|
5.
|
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):
|
(a)
|
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
|
(b)
|
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.
|
August 14, 2013
|
/s/ R. LaDuane Clifton | ||
Name:
|
R. LaDuane Clifton
|
||
Title:
|
Chief Financial Officer
(Principal Financial Officer)
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
August 14, 2013
|
/s/ Gregory P. Anderson | ||
Name:
|
Gregory P. Anderson
|
||
Title:
|
President and Chief Executive Officer
(Principal Executive Officer)
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
August 14, 2013
|
/s/ R. LaDuane Clifton | ||
Name:
|
R. LaDuane Clifton
|
||
Title:
|
Chief Financial Officer
(Principal Financial Officer)
|