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): November 13, 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 November 13, 2024, The LGL Group, Inc. (the "Company") issued a press release (the "Press Release") announcing its financial results for the third quarter ended September 30, 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 November 13, 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: November 13, 2024	By:	/s/ Christopher L. Nossokoff
		Name:	Christopher L. Nossokoff
		Title:	Vice President - Finance

Exhibit 99.1

THE LGL GROUP, INC. REPORTS Third QUARTER 2024 RESULTS

ORLANDO, FL. – November 13, 2024 – The LGL Group, Inc. (NYSE American: LGL) ("LGL," "LGL Group," or the "Company") announced today its financial results for the third quarter ended September 30, 2024.

Third Quarter 2024

•

Total revenues increased $201,000 to $1,179,000 for the three months ended September 30, 2024 from $978,000 for the three months ended September 30, 2023

•

Income from continuing operations before income taxes and after non-controlling interests decreased $57,000 to $120,000 for the three months ended September 30, 2024 from $177,000 for the three months ended September 30, 2023

•

Net income per diluted share decreased $0.01 to $0.01 for the three months ended September 30, 2024 from $0.02 for the three months ended September 30, 2023

Fiscal Year to Date 2024

•

Total revenues increased $452,000 to $3,135,000 for the nine months ended September 30, 2024 from $2,683,000 for the nine months ended September 30, 2023

•

Income from continuing operations before income taxes and after non-controlling interests increased $95,000 to $390,000 for the nine months ended September 30, 2024 from $295,000 for the nine months ended September 30, 2023

•

Net income per diluted share increased $0.01 to $0.04 for the nine months ended September 30, 2024 from $0.03 for the nine months ended September 30, 2023

•

Cash and cash equivalents and marketable securities were $41,618,000 as of September 30, 2024

"Although our yields in U.S. Treasuries have seen a modest decline, the portfolio's overall performance has been resilient despite the Federal Reserve's September rate cut," said Tim Foufas, Co-Chief Executive Officer. "We are also thrilled to welcome Cameron Pforr to our team, whose expertise will help drive our strategy forward as we continue to actively pursue investment opportunities."

Consolidated Results

Third Quarter 2024 net income available to LGL Group common stockholders was $72,000, or $0.01 per diluted share, compared with $108,000, or $0.02 per diluted share, in the third quarter of 2023. The decrease was primarily due to:

•

higher Manufacturing cost of sales reflecting sales of higher-cost products; and

•

higher Engineering, selling and administrative driven by changes in headcount and higher wages and benefits.

The decrease was partially offset by higher Net sales driven by higher product shipments in Q3 2024.

Gross Margin

Gross margin decreased to 43.4% for the three months ended September 30, 2024 compared to 55.5% for the three months ended September 30, 2023. The decrease was primarily due to sales of lower margin products.

Fiscal year to date 2024 net income available to LGL Group common stockholders was $230,000, or $0.04 per diluted share, compared with $135,000, or $0.03 per diluted share, in 2023. The increase was primarily due to:

•

higher Net sales driven by higher product shipments; and

•

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.

The increase was partially offset by:

•

lower Net gains (losses) driven by lower mark-to-market movements and sales of Marketable securities;

•

higher Manufacturing cost of sales consistent with the overall growth in Net sales and sales of higher-cost products during Q3 2024; and

•

higher Engineering, selling and administrative driven by changes in headcount and higher wages and benefits.

Gross Margin

Gross margin decreased to 50.0% for the nine months ended September 30, 2024 compared to 53.6% for the nine months ended September 30, 2023 reflecting sales of lower margin products.

Backlog

As of September 30, 2024, our order backlog was $505,000, an increase of $362,000 from $143,000 as of December 31, 2023 and an increase of $192,000 from $313,000 as of September 30, 2023. The backlog of unfilled orders includes amounts based on signed contracts, 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)	September 30, 2024		December 31, 2023
Current assets	$	42,274	$	41,566
Less: Current liabilities		739		474
Working capital	$	41,535	$	41,092

As of September 30, 2024, LGL Group had investments (classified within Cash and cash equivalents and Marketable securities) with a fair value of $41.2 million, of which $24.3 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 Group 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 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 within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, such as those pertaining to the Company’s financial condition, results of operations, business strategy and financial needs. All statements other than statements of current or historical fact contained in this press release are forward-looking statements. The words "believe," "expect," "anticipate," "should," "plan," "will," "may," "could," "intend," "estimate," "predict," "potential," "continue" or the negative of these terms and similar expressions, as they relate to LGL Group, are intended to identify forward-looking statements.

These forward-looking statements are largely based on current expectations and projections about future events and financial trends that may affect the financial condition, results of operations, business strategy and financial needs of the Company. They can be affected by inaccurate assumptions, including the risks, uncertainties and assumptions described in the filings made by LGL Group with the Securities and Exchange Commission ("SEC"), including those risks set forth under the heading "Risk Factors" in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on April 1, 2024. In light of these risks, uncertainties and assumptions, the forward-looking statements in this press release may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. When you consider these forward-looking statements, you should keep in mind these risk factors and other cautionary statements in this press release.

These forward-looking statements speak only as of the date of this press release. LGL Group undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

###

Contact:

The LGL Group, Inc.

Christopher Nossokoff

(407) 298-2000

info@lglgroup.com

The LGL Group, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands, except share data)	2024			2023			2024			2023
Revenues:
Net sales	$	650		$	438		$	1,573		$	1,282
Net investment income		531			544			1,568			1,017
Net (losses) gains		(2	)		(4	)		(6	)		384
Total revenues		1,179			978			3,135			2,683
Expenses:
Manufacturing cost of sales		368			195			786			595
Engineering, selling and administrative		673			584			1,895			1,771
Total expenses		1,041			779			2,681			2,366
Income from continuing operations before income taxes		138			199			454			317
Income tax expense		48			69			160			132
Net income from continuing operations		90			130			294			185
Income (loss) from discontinued operations, net of tax		—			—			—			(28	)
Net income		90			130			294			157
Less: Net income attributable to non-controlling interests		18			22			64			22
Net income attributable to LGL Group common stockholders	$	72		$	108		$	230		$	135

Income (loss) per common share attributable to LGL Group common stockholders:
Basic ^(a):
Income from continuing operations	$	0.01		$	0.02		$	0.04		$	0.03
Income (loss) from discontinued operations		—			—			—			(0.01	)
Net income attributable to LGL Group common stockholders	$	0.01		$	0.02		$	0.04		$	0.03

Diluted ^(a):
Income from continuing operations	$	0.01		$	0.02		$	0.04		$	0.03
Income (loss) from discontinued operations		—			—			—			(0.01	)
Net income attributable to LGL Group common stockholders	$	0.01		$	0.02		$	0.04		$	0.03

Weighted average shares outstanding:
Basic		5,352,937			5,352,937			5,352,937			5,352,937
Diluted		5,531,969			5,355,006			5,543,795			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.

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands)	September 30, 2024		December 31, 2023
Assets:
Current assets:
Cash and cash equivalents	$	41,602	$	40,711
Marketable securities		16		22
Accounts receivable, net of reserves of $52 and $58, respectively		133		356
Inventories, net		338		204
Prepaid expenses and other current assets		185		273
Total current assets		42,274		41,566
Right-of-use lease assets		21		75
Intangible assets, net		41		57
Deferred income tax assets		149		152
Total assets	$	42,485	$	41,850

Liabilities:
Total current liabilities		739		474
Non-current liabilities		743		694
Total liabilities		1,482		1,168

Stockholders' equity:
Total LGL Group stockholders' equity		39,019		38,762
Non-controlling interests		1,984		1,920
Total stockholders' equity		41,003		40,682
Total liabilities and stockholders' equity	$	42,485	$	41,850

The LGL Group, Inc.

Segment Results

(Unaudited)

	Three Months Ended September 30,
(in thousands)	2024			2023			$ Change			% Change
Revenues:
Electronic Instruments	$	650		$	438		$	212			48.4	%
Merchant Investment		318			287			31			10.8	%
Corporate		211			253			(42	)		-16.6	%
Total revenues		1,179			978			201			20.6	%

Expenses:
Electronic Instruments		606			368			238			64.7	%
Merchant Investment		90			64			26			40.6	%
Corporate		345			347			(2	)		-0.6	%
Total expenses		1,041			779			262			33.6	%

Income (loss) from continuing operations before income taxes
Electronic Instruments		44			70			(26	)		-37.1	%
Merchant Investment		228			223			5			2.2	%
Corporate		(134	)		(94	)		(40	)		42.6	%
Income from continuing operations before income taxes		138			199			(61	)		-30.7	%
Income tax expense (benefit)		48			69			(21	)		-30.4	%
Net income from continuing operations		90			130			(40	)		-30.8	%
Income from discontinued operations, net of tax		—			—			—		n/m
Net income		90			130			(40	)		-30.8	%
Less: Net income attributable to non-controlling interests		18			22			(4	)		-18.2	%
Net income attributable to LGL Group common stockholders	$	72		$	108		$	(36	)		-33.3	%

The LGL Group, Inc.

Segment Results

(Unaudited)

	Nine Months Ended September 30,
(in thousands)	2024			2023			$ Change			% Change
Revenues:
Electronic Instruments	$	1,573		$	1,282		$	291			22.7	%
Merchant Investment		922			542			380			70.1	%
Corporate		640			859			(219	)		-25.5	%
Total revenues		3,135			2,683			452			16.8	%

Expenses:
Electronic Instruments		1,453			1,118			335			30.0	%
Merchant Investment		217			152			65			42.8	%
Corporate		1,011			1,096			(85	)		-7.8	%
Total expenses		2,681			2,366			315			13.3	%

Income (loss) from continuing operations before income taxes
Electronic Instruments		120			164			(44	)		-26.8	%
Merchant Investment		705			390			315			80.8	%
Corporate		(371	)		(237	)		(134	)		56.5	%
Income from continuing operations before income taxes		454			317			137			43.2	%
Income tax expense		160			132			28			21.2	%
Net income from continuing operations		294			185			109			58.9	%
Income (loss) from discontinued operations, net of tax		—			(28	)		28			-100.0	%
Net income		294			157			137			87.3	%
Less: Net income attributable to non-controlling interests		64			22			42			190.9	%
Net income attributable to LGL Group common stockholders	$	230		$	135		$	95			70.4	%

Document And Entity Information	Nov. 13, 2024
Document Information [Line Items]
Entity, Registrant Name	THE LGL GROUP, INC.
Document, Type	8-K
Document, Period End Date	Nov. 13, 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