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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
 
logo.jpg
 
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
   
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

logo.jpg

 

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.

 

 

1

 

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

 

2

 

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.

 

3

 

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  

 

 

4

 

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 %

 

 

5
v3.24.1.1.u2
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

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