form8k03725_04162008.htm
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): April 14,
2008
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(Exact
name of registrant as specified in its charter)
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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2525
Shader Road, Orlando, FL
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(Address
of principal executive offices)
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(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.)
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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):
¨ 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)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
| Item 4.02. |
Non-Reliance on Previously
Issued Financial Statements or a Related Audit Report or Completed Interim
Review. |
On April
14, 2008, the management of The LGL Group, Inc. (the “Company”), in conjunction
with the Company’s Audit Committee, concluded that the Company’s previously
issued interim financial statements for fiscal 2007 should no longer be relied
upon due to certain errors occasioned by (i) the Company’s failure to identify
an impairment of certain assets of Lynch Systems, Inc. (“Lynch Systems”), one of
the Company’s wholly-owned subsidiaries, that existed as of June 2007 (the
“Impairment Error”); and (ii) the Company’s improper recording of the effects of
a currency remeasurement previously performed to correct the erroneous
assessment of the functional currency of the Company’s wholly-owned Indian
subsidiary (the “Remeasurement Error”). The Impairment Error and
Remeasurement Error are explained in greater detail below.
The
Company’s management and audit committee have discussed the matters described
herein with the Company’s independent registered public accounting firm, J.H.
Cohn LLP.
The
Impairment Error
The
Company has determined that impairment indicators existed with respect to
certain assets of Lynch Systems as of June 2007 based upon criteria defined
within Statement of Financial Accounting Standards No. 144, “Accounting for the
Impairment or Disposal of Long Lived Assets,” and that accordingly the carrying
value of the identified asset group exceeded its estimated fair value as of June
30, 2007. The Impairment Error, which was primarily triggered by the
Company’s sale of Lynch Systems completed on June 19, 2007, is reflected in the
Company’s financial statements for the second quarter of fiscal
2007.
The
Remeasurement Error
The
Company determined during the second quarter of fiscal 2007 that it erroneously
assessed the functional currency of its Indian subsidiary to be the Indian Rupee
rather than the U.S. Dollar. The Company performed a currency
remeasurement first disclosed in the Company’s Quarterly Report on Form 10-Q for
the second quarter of fiscal 2007. Upon a further review of the
currency remeasurement, performed in connection with the preparation of the
Company’s financial statements for inclusion in the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2007, it was determined that
the effects of the currency remeasurement were not properly recorded in certain
of the Company’s previously issued financial statements. The Company
is in the process of determining the proper effects and materiality of the
currency remeasurement.
On April
16, 2008, the Company issued a press release regarding its inability to file its
Annual Report on Form 10-K for the fiscal year ended December 31, 2007 within
the time period allotted by the Securities Exchange Act of 1934 and the rules
promulgated thereunder. The text of the press release is furnished as
Exhibit 99.1
hereto and incorporated herein by reference.
| Item
9.01. |
Financial Statements and
Exhibits. |
(d) Exhibits
Exhibit
No. Description
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99.1
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Press
release dated April 16, 2008.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this Current Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
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April
16, 2008
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THE
LGL GROUP, INC.
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By:
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/s/
Harold
Castle |
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Name:
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Title:
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Chief
Financial Officer
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