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): August 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 August 13, 2024, The LGL Group, Inc. (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the second quarter ended June 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 August 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: August 13, 2024	By:	/s/ Christopher L. Nossokoff
		Name:	Christopher L. Nossokoff
		Title:	Vice President - Finance

Exhibit 99.1

THE LGL GROUP, INC. REPORTS second QUARTER 2024 RESULTS

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

Second Quarter 2024

•

Total revenues increased $347,000 to $1,068,000 for the three months ended June 30, 2024 from $721,000 for the three months ended June 30, 2023

•

Income from continuing operations before income taxes and after non-controlling interests increased $345,000 to $213,000 for the three months ended June 30, 2024 from ($132,000) for the three months ended June 30, 2023

•

Net income per diluted share increased $0.04 to $0.02 for the three months ended June 30, 2024 from ($0.02) for the three months ended June 30, 2023

Fiscal Year to Date 2024

•

Total revenues increased $251,000 to $1,956,000 for the six months ended June 30, 2024 from $1,705,000 for the six months ended June 30, 2023

•

Income from continuing operations before income taxes and after non-controlling interests increased $152,000 to $270,000 for the six months ended June 30, 2024 from $118,000 for the six months ended June 30, 2023

•

Net income per diluted share increased $0.02 to $0.03 for the six months ended June 30, 2024 from $0.01 for the six months ended June 30, 2023

•

Cash and cash equivalents and marketable securities were $41,092,000 as of June 30, 2024

"With our sales and marketing initiatives starting to bear fruit, we are pleased with the improved performance within our Electronic Instruments segment. Additionally, we are actively pursuing investment opportunities to enhance shareholder value within our Merchant Investment segment," said Tim Foufas, Co-Chief Executive Officer.

Consolidated Results

Second quarter 2024 net income available to LGL Group common stockholders was $137,000, or $0.02 per diluted share, compared with ($130,000), or ($0.02) per diluted share, in the second quarter of 2023. The increase was primarily due to:

•

higher Net sales due to higher product shipments during Q2 2024 and higher backlog as of March 31, 2024; 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.

Gross Margin

Gross margin increased to 59.7% for the three months ended June 30, 2024 compared to 48.4% for the three months ended June 30, 2023. The increase was primarily due to higher sales of higher margin products.

Fiscal year to date 2024 net income available to LGL group common stockholders was $158,000, or $0.03 per diluted share, compared with $27,000, or $0.01 per diluted share, in 2023. The increase was primarily due to:

•

higher Net sales driven by operational efficiencies and 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.

Gross Margin

Gross margin increased to 54.7% for the six months ended June 30, 2024 compared to 52.6% for the six months ended June 30, 2023 reflecting increased sales of higher margin products.

Backlog

As of June 30, 2024, our order backlog was $737,000, an increase of $594,000 from $143,000 as of December 31, 2023 and an increase of $413,000 from $324,000 as of June 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)	June 30, 2024		December 31, 2023
Current assets	$	42,003	$	41,566
Less: Current liabilities		621		474
Working capital	$	41,382	$	41,092

As of June 30, 2024, LGL Group had investments (classified within Cash and cash equivalents and Marketable securities) with a fair value of $41.1 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.

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands, except share data)	2024			2023			2024			2023
Revenues:
Net sales	$	531		$	403		$	923		$	844
Net investment income		538			275			1,037			473
Net (losses) gains		(1	)		43			(4	)		388
Total revenues		1,068			721			1,956			1,705
Expenses:
Manufacturing cost of sales		214			208			418			400
Engineering, selling and administrative		617			645			1,222			1,187
Total expenses		831			853			1,640			1,587
Income (loss) from continuing operations before income taxes		237			(132	)		316			118
Income tax (benefit) expense		76			(2	)		112			63
Net income (loss) from continuing operations		161			(130	)		204			55
Income (loss) from discontinued operations, net of tax		—			—			—			(28	)
Net income (loss)		161			(130	)		204			27
Less: Net income attributable to non-controlling interests		24			—			46			—
Net income (loss) attributable to LGL Group common stockholders	$	137		$	(130	)	$	158		$	27

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

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

Weighted average shares outstanding:
Basic		5,352,937			5,352,937			5,352,937			5,352,937
Diluted		5,482,543			5,352,937			5,548,869			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)	June 30, 2024		December 31, 2023
Assets:
Current assets:
Cash and cash equivalents	$	41,074	$	40,711
Marketable securities		18		22
Accounts receivable, net of reserves of $52 and $58, respectively		339		356
Inventories, net		336		204
Prepaid expenses and other current assets		236		273
Total current assets		42,003		41,566
Right-of-use lease assets		41		75
Intangible assets, net		46		57
Deferred income tax assets		157		152
Total assets	$	42,247	$	41,850

Liabilities:
Total current liabilities		621		474
Non-current liabilities		722		694
Total liabilities		1,343		1,168

Stockholders' equity:
Total LGL Group stockholders' equity		38,938		38,762
Non-controlling interests		1,966		1,920
Total stockholders' equity		40,904		40,682
Total liabilities and stockholders' equity	$	42,247	$	41,850

The LGL Group, Inc.

Segment Results

(Unaudited)

	Three Months Ended June 30,
(in thousands)	2024			2023			$ Change			% Change
Revenues:
Electronic Instruments	$	531		$	403		$	128			31.8	%
Merchant Investment		315			—			315		n/m
Corporate		222			318			(96	)		-30.2	%
Total revenues		1,068			721			347			48.1	%

Expenses:
Electronic Instruments		457			381			76			19.9	%
Merchant Investment		78			—			78		n/m
Corporate		296			472			(176	)		-37.3	%
Total expenses		831			853			(22	)		-2.6	%

Income (loss) from continuing operations before income taxes
Electronic Instruments		74			22			52			236.4	%
Merchant Investment		237			—			237		n/m
Corporate		(74	)		(154	)		80			-51.9	%
Income from (loss) continuing operations before income taxes		237			(132	)		369			-279.5	%
Income tax expense (benefit)		76			(2	)		78			-3900.0	%
Net income (loss) from continuing operations		161			(130	)		291			-223.8	%
Income (loss) from discontinued operations, net of tax		—			—			—		n/m
Net income (loss)		161			(130	)		291			-223.8	%
Less: Net income attributable to non-controlling interests		24			—			24		n/m
Net income (loss) attributable to LGL Group common stockholders	$	137		$	(130	)	$	267			-205.4	%

The LGL Group, Inc.

Segment Results

(Unaudited)

	Six Months Ended June 30,
(in thousands)	2024			2023			$ Change			% Change
Revenues:
Electronic Instruments	$	923		$	844		$	79			9.4	%
Merchant Investment		604			—			604		n/m
Corporate		429			861			(432	)		-50.2	%
Total revenues		1,956			1,705			251			14.7	%

Expenses:
Electronic Instruments		847			750			97			12.9	%
Merchant Investment		127			—			127		n/m
Corporate		666			837			(171	)		-20.4	%
Total expenses		1,640			1,587			53			3.3	%

Income (loss) from continuing operations before income taxes
Electronic Instruments		76			94			(18	)		-19.1	%
Merchant Investment		477			—			477		n/m
Corporate		(237	)		24			(261	)		-1087.5	%
Income from continuing operations before income taxes		316			118			198			167.8	%
Income tax expense		112			63			49			77.8	%
Net income (loss) from continuing operations		204			55			149			270.9	%
Income (loss) from discontinued operations, net of tax		—			(28	)		28			-100.0	%
Net income		204			27			177			655.6	%
Less: Net income attributable to non-controlling interests		46			—			46		n/m
Net income attributable to LGL Group common stockholders	$	158		$	27		$	131			485.2	%

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