Form 8-K - Current report

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): May 15, 2024

THE LGL GROUP, INC.
(Exact Name of Registrant as Specified in Charter)

Delaware	001-00106	38-1799862
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer 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)

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading 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 2.02.

Results of Operations and Financial Condition

The information contained in Item 7.01 is incorporated by reference into this Item 2.02.

Item 7.01.

Regulation FD Disclosure

On May 15, 2024, The LGL Group, Inc. (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the first quarter ended March 31, 2024. 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 Item 7.01 of 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 any 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

Exhibit No.	Description

99.1	Press Release dated May 15, 2024.

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.
	(Registrant)

Date: May 15, 2024	By:	/s/ Christopher L. Nossokoff
		Name:	Christopher L. Nossokoff
		Title:	Vice President - Finance

Exhibit 99.1

THE LGL GROUP, INC. REPORTS First QUARTER 2024 RESULTS

ORLANDO, FL. – May 15, 2024 – The LGL Group, Inc. (NYSE American: LGL) ("LGL," "LGL Group," or the "Company") announced today its financial results for the first quarter ended March 31, 2024.

First Quarter 2024

•

Total revenues decreased $96,000 to $888,000 for the three months ended March 31, 2024 from $984,000 for the three months ended March 31, 2023

•

Income from continuing operations before income taxes and after non-controlling interests decreased $193,000 to $57,000 for the three months ended March 31, 2024 from $250,000 for the three months ended March 31, 2023

•

Net income per diluted share decreased $0.03 to $0.00 for the three months ended March 31, 2024 from $0.03 for the three months ended March 31, 2023

•

Cash and cash equivalents and marketable securities were $40,890,000 as of March 31, 2024

Tim Foufas, Co-Chief Executive Officer, stated, "While our Electronics Instruments segment reported a decrease in revenue for the quarter compared to Q1 2023, we are pleased with the improvement in our order backlog and recent sales initiatives. With regard to our investments, we remain mindful of current U.S. Treasury yields as we continue to seek value add opportunities to grow shareholder value."

Consolidated Results

First quarter 2024 net income available to LGL Group common stockholders was $21,000, or $0.00 per diluted share, compared with $157,000, or $0.03 per diluted share, in the first quarter of 2023. The decrease was primarily due to:

•

lower Net sales due to lower backlog as of Q4 2023;

•

lower Net gains (losses) driven by mark-to-market losses and lower realized gains on Marketable securities; and

•

higher Engineering, selling and administrative costs related to an increase in salaries and wages.

The decrease was partially offset by higher Net investment income on investments in U.S. Treasury money market funds due to the repositioning of the portfolio into U.S. Treasury money market funds that occurred during 2023.

Gross Margin

Gross margin declined to 48.0% for the three months ended March 31, 2024 compared to 56.5% for the three months ended March 31, 2023. The decrease in gross margins from the three months ended March 31, 2023 reflects lower margin product mix combined with higher labor costs.

Backlog

As of March 31, 2024, our order backlog was $341,000, an increase of $198,000 from $143,000 as of December 31, 2023. The backlog of unfilled orders includes amounts based on purchase orders, which we have determined are firm orders likely to be fulfilled primarily in the next 12 months but most of the backlog will ship in the next 90 days.

Liquidity

Our working capital metrics were as follows:

(in thousands)	March 31, 2024		December 31, 2023
Current assets	$	41,687	$	41,566
Less: Current liabilities		516		474
Working capital	$	41,171	$	41,092

As of March 31, 2024, LGL Group had investments (classified within Cash and cash equivalents and Marketable securities) with a fair value of $40.9 million, of which $23.8 million was held within the Merchant Investment business.

About The LGL Group, Inc.

The LGL Group, Inc. ("LGL," "LGL Group," or the "Company") is a holding company engaged in services, merchant investment and manufacturing business activities. Precise Time and Frequency, LLC ("PTF") is a globally positioned producer of industrial Electronic Instruments and commercial products and services. Founded in 2002, PTF operates from our design and manufacturing facility in Wakefield, Massachusetts. Lynch Capital International LLC is focused on the development of value through investments.

LGL was incorporated in 1928 under the laws of the State of Indiana, and in 2007, the Company was reincorporated under the laws of the State of Delaware as The LGL Group, Inc. We maintain our executive offices at 2525 Shader Road, Orlando, Florida 32804. Our telephone number is (407) 298-2000. Our Internet address is www.lglgroup.com. LGL common stock and warrants are traded on the NYSE American ("NYSE") under the symbols "LGL" and "LGL WS", respectively.

LGL Group's business strategy is primarily focused on growth through expanding new and existing operations across diversified industries. The Company's engineering and design origins date back to the early 1900s. In 1917, Lynch Glass Machinery Company ("Lynch Glass"), the predecessor of LGL Group, was formed and emerged in the late 1920s as a successful manufacturer of glass-forming machinery. Lynch Glass was then renamed Lynch Corporation ("Lynch") and was incorporated in 1928 under the laws of the State of Indiana. In 1946, Lynch was listed on the "New York Curb Exchange," the predecessor to the NYSE American. The Company has a had a long history of owning and operating various business in the precision engineering, manufacturing, and services sectors.

Cautionary Note 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 21E 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.

###

Contact:

The LGL Group, Inc.

Christopher Nossokoff

(407) 298-2000

info@lglgroup.com

The LGL Group, Inc.

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended March 31,
(in thousands, except share data)	2024			2023
Revenues:
Net sales	$	392		$	441
Net investment income		499			198
Net (losses) gains		(3	)		345
Total revenues		888			984
Expenses:
Manufacturing cost of sales		204			192
Engineering, selling and administrative		605			542
Total expenses		809			734
Income from continuing operations before income taxes		79			250
Income tax expense		36			65
Net income from continuing operations		43			185
Income (loss) from discontinued operations, net of tax		—			(28	)
Net income		43			157
Less: Net income attributable to non-controlling interests		22			—
Net income attributable to LGL Group common stockholders	$	21		$	157

Income (loss) per common share attributable to LGL Group common stockholders:
Basic ^(a):
Income from continuing operations	$	0.00		$	0.03
Income (loss) from discontinued operations		—			(0.01	)
Net income attributable to LGL Group common stockholders	$	0.00		$	0.03

Diluted ^(a):
Income from continuing operations	$	0.00		$	0.03
Income (loss) from discontinued operations		—			(0.01	)
Net income attributable to LGL Group common stockholders	$	0.00		$	0.03

Weighted average shares outstanding:
Basic		5,352,937			5,352,937
Diluted		5,604,430			5,352,937

^(a)	Basic and diluted earnings per share are calculated using actual, unrounded amounts. Therefore, the components of earnings per share may not sum to its corresponding total.

The LGL Group, Inc.

Consolidated Balance Sheets

(Unaudited)

(in thousands)	March 31, 2024		December 31, 2023
Assets:
Current assets:
Cash and cash equivalents	$	40,871	$	40,711
Marketable securities		19		22
Accounts receivable, net of reserves of $53 and $58, respectively		269		356
Inventories, net		213		204
Prepaid expenses and other current assets		315		273
Total current assets		41,687		41,566
Right-of-use lease assets		61		75
Intangible assets, net		52		57
Deferred income tax assets		151		152
Total assets	$	41,951	$	41,850

Liabilities:
Total current liabilities		516		474
Non-current liabilities		701		694
Total liabilities		1,217		1,168

Stockholders' equity:
Total LGL Group stockholders' equity		38,792		38,762
Non-controlling interests		1,942		1,920
Total stockholders' equity		40,734		40,682
Total liabilities and stockholders' equity	$	41,951	$	41,850

The LGL Group, Inc.

Segment Results

(Unaudited)

	Three Months Ended March 31,
(in thousands)	2024			2023			$ Change			% Change
Revenues:
Electronic Instruments	$	392		$	441		$	(49	)		-11.1	%
Merchant Investment		289			—			289		n/m
Corporate		207			543			(336	)		-61.9	%
Total revenues		888			984			(96	)		-9.8	%

Expenses:
Electronic Instruments		390			369			21			5.7	%
Merchant Investment		49			—			49		n/m
Corporate		370			365			5			1.4	%
Total expenses		809			734			75			10.2	%

Income (loss) from continuing operations before income taxes
Electronic Instruments		2			72			(70	)		-97.2	%
Merchant Investment		240			—			240		n/m
Corporate		(163	)		178			(341	)		-191.6	%
Income from continuing operations before income taxes		79			250			(171	)		-68.4	%
Income tax expense		36			65			(29	)		-44.6	%
Net income (loss) from continuing operations		43			185			(142	)		-76.8	%
Income (loss) from discontinued operations, net of tax		—			(28	)		28			-100.0	%
Net income		43			157			(114	)		-72.6	%
Less: Net income attributable to non-controlling interests		22			—			22		n/m
Net income attributable to LGL Group common stockholders	$	21		$	157		$	(136	)		-86.6	%

Document And Entity Information	May 15, 2024
Document Information [Line Items]
Entity, Registrant Name	THE LGL GROUP, INC.
Document, Type	8-K
Document, Period End Date	May 15, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-00106
Entity, Tax Identification Number	38-1799862
Entity, Address, Address Line One	2525 Shader Road
Entity, Address, City or Town	Orlando
Entity, Address, State or Province	FL
Entity, Address, Postal Zip Code	32804
City Area Code	407
Local Phone Number	298-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000061004
CommonStockParValue001 Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.01
Trading Symbol	LGL
Security Exchange Name	NYSE
WarrantsToPurchaseCommonStockParValue001 Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants to Purchase Common Stock, par value $0.01
Trading Symbol	LGL WS
Security Exchange Name	NYSE