The LGL Group, Inc. (LGL)
NYSEAMERICAN: LGL · Real-Time Price · USD
7.43
+0.02 (0.34%)
Apr 27, 2026, 4:00 PM EDT - Market closed
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Status Update

Sep 8, 2022

Marc Gabelli
Chairman and CEO, The LGL Group

Thank you, James. We'll now move into the presentation. Just some rules of the road. This presentation will be available for investors on the website. Secondly, the information provided in this presentation is information directly taken from public filings of the company. In effect, there's nothing new. This presentation is provided for you to offer an update and of course, to move into questions and answers towards the end of the presentation. Number one, thank you for being here, and then we'll have a forum for Q&A post. We've got about 10 slides or so, and we hope to be quick. Again, thank you. LGL Group formed in 1917. Stock exchange listed in 1946. Symbol LGL, traded under New York. Has two main businesses.

In the component space, MtronPTI, M-tron Industries as will be spun, and we'll talk about that shortly. It's in the frequency and spectrum control area. PTF, a frequency reference and synchronization systems provider. Unlike MtronPTI, which is components, PTF is a systems provider, again, in the frequency space. That's a company that we acquired in 2016, and we'll talk about shortly. Just an overall financial profile. In 2021, MtronPTI revenue was $26.7 million. PTF revenue was $1.4 million. As of the first half, MtronPTI revenue is at $14.7 million.

Cash and marketable securities for LGL Group, $16.4 million in funds and listed equities, $22 million in cash, and $2.8 million in IronNet shares, pre-tax. That compares favorably to a cash position about half of $21 million in 2021 for the first half. Total shares outstanding, 5.3 million, roughly. Then warrants, and some of you might know that we have warrants outstanding and trading under the symbol LGL.WS. We issued 5 million warrants. Those warrants, five-to-one ratio, are exercisable at $12.50, and that will add another 1 million shares roughly to the share count. Next slide. Just a quick profile of LGL Group consolidated, looking at revenues, gross margins, and adjusted EBITDA.

We come out of the June 30 second quarter of 2022 really reflecting strong underlying fundamentals in the defense and space market. We think that at the corporate level, growth will continue to be enhanced through numerous product design wins, and we'll talk a bit about that in the slides to come. It's a good backdrop for what will be, we think, an exciting new company listed and aligned with shareholders that will be M-tron Industries. You can see, of course, how gross margins have trended and the impact of 2021 and the decline of revenues. We think the trends are now readjusting post-COVID and supply chain disruptions really to the positive.

This is a company that's very well-positioned with our military and Department of Defense customers, and we think that will continue. Overall, the EBITDA margin for the half, about 8.5%, is beginning to trend back towards some of the levels that we saw post the restructuring and reorganization of the business that was undertaken a few years ago. Next slide, please. At MtronPTI, one of the operating divisions and components, will be spun off. Please refer to the investor releases. A one-for-two distribution ratio distributed on October seventh to shareholders of record as of September thirtieth. A quick profile of MtronPTI. You can of course look at the Form 10 filings.

$14.7 million for the first half, Q2, with a backlog of $43 million. Now, this is really important. Backlog is accelerating with a book-to-bill of 1.87 for the first half. Next slide, please. Now we'd like to talk about M-tron briefly, and I'm gonna hand it over to James Tivy, who is our CFO. MtronPTI advantage as a quick profile. This is an engineering-centric company which has a long history working with the Department of Defense and its related suppliers. I'll hand it over to James Tivy, who will give you an outline and an overview of the business. Thank you.

James Tivy
CFO, The LGL Group

Yeah. Just an overall view on this. MtronPTI is striving to be an engineer's destination for RF components and solutions through expansion of our product portfolio into integrated microwave assemblies, planar filters, high frequency oven controlled crystal oscillators, and electronically vibration compensated OCXOs. We have over 57 years of experience in customer relationships. Our headquarters in Orlando is our largest and most significant location. We have, as you see on the screen, a number of blue chip customers, Raytheon, Lockheed Martin, Northrop Grumman, L3Harris. Some that we didn't list, Viasat, BAE Systems, and one of the up and coming players in the satellite, Thales. We've been around a long time. We will be around a long time, but that's where we are on this slide.

Can we do the next slide, please? Again, MtronPTI sells highly engineered and precision applications that are reliable. That's the main push for the company. We've got 57 years again. There's a significant opportunity on the defense side because the current government budget prioritizes enhancements to offensive air and sea power through the modernization of existing weapons, ships, aircraft, and electronic warfare capabilities. Regulations require radio frequency capability on most, if not all, of these platforms. As you can see from this picture, our RF products are in radios on the field or on the ground, ship-to-shore communications, manned and unmanned aircraft, missiles and their related ground-based systems, satellites. We are on devices used in electronic warfare and another up and coming drone detection radar, which requires a very high precision that we are able to deliver.

We also have a radio altimeter. If you fly a commercial airliner today, there will be one or more of our components flying along with you. Just giving you a pretty good view of what we have here. Next slide, please. Backlog, Marc talked briefly about it. You know, $43.2 million for MtronPTI. This is broken out by military at 49%, avionics 22%, aerospace 12%, and the remainder of 17% includes industrial communications and telecom, instrumentation, and medical. You'll note that our backlog exceeds our annual revenues for the first time. Our expanded product offerings are leading to market and customer share gains in this regard. We're growing by gaining design wins with our existing customer base and expanding into new markets such as space and electronic warfare.

These design slots are frequently in long-running production programs that are expected to range from 10-30 years. We've been around 57 years, and we still have some products that may be 30 or 40 years old that we still build. As we lower our costs, we are also seeing opportunities internationally as well. All right, next slide, please. MtronPTI, looking forward, we are definitely developing shareholder value through existing and new business opportunities, including adding value with creation of integrated microwave assemblies, planar filters, high-frequency oven-controlled crystal oscillators, and electronically vibration-compensated OCXOs. We do look to grow IP organically and with partners in our industry experts. Of note is that we don't seek out patents, because that keeps us from disclosing any of our competitive edge.

As far as market share, we're looking to grow content within our blue chip customer base with new product lines. Certainly expanding into our opportunities with electronic warfare and the space markets. On the international side, lower cost, high-performance products will lead to more penetration in that market. We are continuing and looking at driving production efficiencies and cost reductions by implementing selective automation to reduce skilled labor costs and increase yields. We will continue leveraging our overseas production capability in Noida, India. Our drive to reduce costs is relentless, exploring select factory automation and leveraging our low-cost India manufacturing location. We are also looking at synergistic acquisitions of products and technical capabilities. With that, I'll turn it over to Ivan, I believe, to discuss the next slide.

Ivan Arteaga
CFO, The LGL Group

Thank you, James. I am very happy to be part of this next step. I'll be speaking about PTF briefly, Precision Time and Frequency. The company specializes in very high-performance frequency and time reference systems. It was founded in 2002. It was brought into the LGL fold in 2016. It's a Wakefield, Massachusetts-based company with ample facilities. It has light manufacturing with strong engineering, focusing on designing in-house, outsourcing the fabrication and PCB assembly, and then doing final assembly in-house and testing in-house. The products include systems that go into communications, timekeeping, metrology. They've had a lot of success with companies in the satellite communications industry, have a roster of blue chip clients in these markets, and these are deep markets.

Total addressable market exceeding $700 million, growing 6%-7% a year over the next five years. There's lots of room for growth here, and there's lots of opportunities to build on the edges opportunistically or maybe even a little further along. Next slide. Looking forward, many of you know us. You're familiar with our experience. You know we have a long history of creating shareholder value, spin-offs, restructurings, other financial engineering. You can see that by looking through our website. We have a strong team, strong capital market expertise. We're gonna continue looking for opportunities, and we have great growth profiles in the markets we're in. We're gonna be leveraging and looking for opportunities as they present themselves, not just internally, but on the edge and further out.

We're optimistic that in the current environment of rising interest rates, there might be liquidity dislocations that present themselves. We're prepared to fill in. LGL has a strong balance sheet, $40+ million in cash, and we are ready to deploy it opportunistically. Next slide.

Marc Gabelli
Chairman and CEO, The LGL Group

Thank you, Ivan. We'd like to now open up for questions. Before we do so, I wanna thank the team at LGL Group, M-tron Industries, for their dedication and service. This is a mission-driven company. Our products matter. They are a timing device. They're a device that you find in most important items. You might recall that during the unfortunate COVID pandemic, our components were important parts in some of the General Electric ventilators. These small devices with different price points made in America, it matters. We'd like to offer a special thanks to everyone every day that's dedicated to this mission. Also, Ivan Arteaga, who was our CEO at LGL Group during the period of transition during COVID, thank you, Ivan, for your dedication and hard work.

Most importantly, before we move to questions, for the shareholders that have been with us for many years, we at the company are in mourning with the passing of our previous CEO, Michael Ferrantino. Michael was an important member of the LGL family, and our condolences and our heartfelt thanks to the foundations that Michael has helped put in place. Michael Ferrantino Jr. continues that legacy as the CEO of the soon-to-be-formed independent MtronPTI. Michael Ferrantino Jr., of course, has been the CEO for some time here now and has managed and built public companies before, including Valpey-Fisher, which he sold to CTS Corporation a few years ago. With that, I'd like to now, Linda, open this up to the audience.

Again, thank you everyone for being with us today. We tried to be brief, but we now welcome your questions. It's 9:20 A.M. Thank you.

James Tivy
CFO, The LGL Group

Yes, Marc, it looks like we have a question from Edward Riley. He would love to learn more about the acceleration of backlog. Are the newer products resulting in you taking market share away from competitors?

Marc Gabelli
Chairman and CEO, The LGL Group

James, I don't know if you're speaking to this group, but you're on mute.

James Tivy
CFO, The LGL Group

Sorry, I don't have it on mute. Do you not hear me?

Marc Gabelli
Chairman and CEO, The LGL Group

Okay. With that, Linda, we have a few questions coming in. Thank you. The first question is from Edward Riley. Edward, it looks like from the questions I'm having the voice problem here. James Tivy, please continue. I apologize. I cannot hear the audience.

James Tivy
CFO, The LGL Group

Can you hear me? Okay. Edward Riley would love to learn more about the acceleration of backlog and whether newer products are resulting in us taking market share away from competitors. I would happily tell you, yes, we are, because that's what's going on in the market. We definitely are increasing both our penetration into the market and taking away a share from our competitors in the process. Michael Liu also has a question regarding backlog. He says, "Can you discuss how much of the backlog bookings growth of the last few quarters is due to customers ordering supplies earlier in advance than before?" Obviously, backlog is currently $42 million. It's in excess of our annual rev by a significant margin, which is around the $30 million range.

Yes, we're definitely pulling in orders sooner than expected, and the supply chain constraints are forcing our customers to make their decisions, I believe, sooner to lock in the production that they need for their facilities.

Marc Gabelli
Chairman and CEO, The LGL Group

Thank you, James. I think you can hear me. Is that right?

James Tivy
CFO, The LGL Group

Yes.

Marc Gabelli
Chairman and CEO, The LGL Group

Great. Thank you. There are a few questions around backlog. More questions are coming in. The pro forma company is seen in our public filings. There are several questions around the organic growth and the ultimate business of M-tron going forward. There will be an investor day post-spin. I think you can appreciate that right now as we're in this process with the record date set on the 30th, we really cannot expand upon the business much further than what we've already put out publicly. There will be an investor day post to discuss M-tron Industries, MtronPTI post the spin, which would be in October.

The outline that we provided today does provide some insight into what we think are really some underpinnings of terrific organic growth that's before acquisitions and in fact, even before new products that come online. There have been a handful of new product wins, which James has outlined briefly, but we'll cover some of that and have them filed via an 8-K once the company becomes public. The pro forma LGL Group, I will act as the CEO and Ivan is the Chief Financial Officer. I'm also acting as the Chairman. We think that structure is robust and will be in place for the foreseeable future.

Again, I suggest to look at some of the more recent filings and because of our position in the stock itself as well, our comments can be limited to just that, which of course have been available publicly. There's a question around book value on the businesses post-split. Again, James, why don't you just outline when will we have the public materials available for a pure play MtronPTI? The Form 10 obviously gave some insights on book. There were some tax adjustments when the business was part of the group, and is visible as quote-unquote standalone MtronPTI on a 2021 financial year-end basis versus what's seen in the Form 10, which is the pro forma spin co.

The book that has been ultimately allotted between LGL and M-tron, after the spin, James, maybe just outline what one could see through the Form 10 filing if we can.

James Tivy
CFO, The LGL Group

Yeah, if you go to the Form 10, you'll see that there's $12,736,000 of expected capitalization that will transfer into the M-tron books post-spin. There's also most of the adjustments relate to intercompany elimination, and there's a small tax balance remaining after elimination. The thing to note would be the fixed assets have not been revalued. Obviously, we have a 50-year-old piece of property in Orlando at cost. There's a lot of potential for that to be at least a little bit higher.

Marc Gabelli
Chairman and CEO, The LGL Group

Thank you very much for that. There are a few questions around the capital structure pro forma for the two companies. We'll have a release that will provide more of that information, including the details about the warrants and adjustments that would be made on that basis. There are a few technical components to that, and we'll summarize that so one doesn't need to go through the warrant agreements. But with that said, that'll be happening prior to the September thirtieth date. Just keep a lookout. Let's talk quickly about LGL Group itself. LGL Group, as you know, has a cash balance, which includes flexibility within that.

Part of that cash balance was built through a program in the development of a SPAC oriented towards an industry, aerospace and defense. LGL Systems Acquisition Corp. had an independent team from the company. With that said, I was also Chairman and CEO. We were able to transact in the cybersecurity space, and that SPAC went public about three years ago and consummated its merger about a year ago with IronNet Cybersecurity. That investment has been able to be monetized in a fashion that has helped improve the cash balance, but also importantly, that investment helped with a network effect with relations and really getting the brand of LGL into the marketplace around aerospace and defense investing.

With that said, we do see quite a considerable amount of deal flow in both aerospace, defense, technology, software services and data analytics. These are exciting areas that we think provide recurring revenue streams. We will be diligent and really take an old-fashioned approach thinking about intrinsic value as a component of really where competition is, the ability to price product and differentiation in their respective markets. With that said, there are no specific plans that we can announce, although the team and teams are in place to continue to process potential transactions.

We do look at the PTF business in its own right as a business that has considerable growth ahead of us in the systems arena around this important area of American-made frequency and spectrum controls and analytics. There are a handful of large players in that market, and it's very fragmented below kind of the top three. You know, all ears out. We do think there are some synergies across the group, but also just independently with our engineering out of Wakefield, Massachusetts. We think the Boston area is an important area for us to continue to develop some centers of excellence around engineering. That's kind of the overview here, and we're now running on 9:30 A.M.

We wanted this to be quick for everyone right before the open. We thank you for your time and your interest in the company. We are available for further questions, but as I outlined, record date is September thirtieth for the spin-off. There will be some more information prior on pro forma capital structure for one. Then, of course, there'll be quote-unquote a coming out day. James will help with the coming out day in October. Thank you very much for the time and thank you. All right. Linda, I think we can conclude here and thank everyone for their interest.

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