8-K

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 1, 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 April 1, 2024, The LGL Group, Inc. (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the fourth quarter and full fiscal year ended December 31, 2023. 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 April 1, 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: April 1, 2024	By:	/s/ James W. Tivy
		Name:	James W. Tivy
		Title:	Chief Accounting Officer

EX-99.1

Exhibit 99.1

THE LGL GROUP, INC. REPORTS Fourth QUARTER AND FULL FISCAL YEAR 2023 RESULTS

Fourth Quarter 2023

• Total revenues increased $417,000 to $995,000 for the three months ended December 31, 2023 from $578,000 for the three months ended December 31, 2022

• Income (loss) from continuing operations before income taxes and after non-controlling interests increased $466,000 to $303,000 for the three months ended December 31, 2023 from ($163,000) for the three months ended December 31, 2022

• Net income per diluted share remained flat at $0.02 for the three months ended December 31, 2023 and 2022

Fiscal Year 2023

• Total revenues increased $6,357,000 to $3,678,000 for the fiscal year ended December 31, 2023 from ($2,679,000) for the fiscal year ended December 31, 2022

• Income (loss) from continuing operations before income taxes and after non-controlling interests increased $7,004,000 to $598,000 for the fiscal year ended December 31, 2023 from ($6,406,000) for the fiscal year ended December 31, 2022

• Net income (loss) per diluted share increased $0.61 to $0.05 for the fiscal year ended December 31, 2023 from ($0.56) for the fiscal year ended December 31, 2022

ORLANDO, FL. – April 1, 2024 – The LGL Group, Inc. (NYSE American: LGL) ("LGL," "LGL Group," or the "Company") announced today its financial results for the fourth quarter and full fiscal year ended December 31, 2023.

"Fiscal year 2023 was the first year post-separation of M-tron Industries, Inc. (NYSE: MPTI) and we are pleased with the value we delivered our shareholders through the spin-off," said Marc Gabelli, Chairman and Co-Chief Executive Officer.

Tim Foufas, Co-CEO, added, "We are continuing to evaluate opportunities where we can re-deploy our capital, either through wholly owned acquisitions or via controlled investments. While we are industry agnostic, we have an affinity towards aerospace and defense, consumer products, and industrial companies that are cash flow positive with distinct competitive advantages."

Liquidity

Our working capital metrics and ratios were as follows:

	As of December 31,
(in thousands)	2023		2022
Current assets	$	41,566	$	39,340
Less: Current liabilities		474		587
Working capital	$	41,092	$	38,753
Current ratio		87.7		67.0

As of December 31, 2023, LGL Group had investments (classified within Cash and cash equivalents and Marketable securities) with a fair value of $40.7 million, of which $23.5 million was held within the Merchant Investment business.

Consolidated Results

Fourth quarter 2023 net income available to LGL Group common shareholders was $134,000, or $0.02 per diluted share, compared with $133,000, or $0.02 per diluted share, in the fourth quarter of 2022. The increase was primarily due to the following:

• a $197,000 increase in Net investment income due to higher yields earned on the Company's Cash and cash equivalents, which are invested in U.S. Treasury money market funds, in 2023 than on the Company's investments in mutual funds in 2022;

• a $298,000 increase in Net gains (losses) due to the sale of the Company's investment in IronNet, Inc. in Q4 2022 at a loss; and

• a $111,000 decrease in Engineering, selling and administrative due to lower salaries, wages, and other compensation as well as professional services and other consulting fees in 2023 compared to 2022.

The increase was partially offset by:

• a $78,000 decrease in Net sales due to significant bookings in 2022 that were also delivered in 2022;

• a $333,000 increase in Income tax expense (benefit) due to higher income from continuing operations in 2023; and

• a $132,000 decrease in Income from discontinued operations, net of tax due to no discontinued operations in 2023 compared to the Separation of M-tron Industries, Inc. in 2022.

1

Fiscal year 2023 net income available to LGL Group common shareholders was $269,000, or $0.05 per diluted share, compared with ($2,992,000), or ($0.56) per diluted share, for fiscal year 2022. The increase was primarily due to the following:

• a $1,153,000 increase in Net investment income due to higher yields earned on the Company's Cash and cash equivalents and Marketable securities in 2023 compared to 2022;

• a $5,131,000 increase in Net gains (losses) due to the sales of investments in Marketable securities at a gain in 2023 compared to selling the Company's investment in IronNet, Inc. at a loss 2022; and

• a $654,000 decrease in Engineering, selling and administrative due to lower salaries and wages, share-based compensation expense, and professional services and other consulting fees in 2023 compared to 2022.

The increase was partially offset by:

• a $1,830,000 increase in Income tax expense (benefit) due to higher income from continuing operations in 2022; and

• a $1,913,000 decrease in Income from discontinued operations, net of tax due to no discontinued operations in 2023 compared to the Separation of M-tron Industries, Inc. in 2022.

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.

Caution 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 December 31,					Fiscal Year Ended December 31,
(in thousands, except share data)	2023		2022			2023			2022
Revenues:
Net sales	$	446	$	524		$	1,728		$	1,655
Net investment income		549		352			1,566			413
Net gains (losses)		—		(298	)		384			(4,747	)
Total revenues		995		578			3,678			(2,679	)
Expenses:
Manufacturing cost of sales		201		165			796			837
Engineering, selling and administrative		465		576			2,236			2,890
Total expenses		666		741			3,032			3,727
Income (loss) from continuing operations before income tax expense		329		(163	)		646			(6,406	)
Income tax expense (benefit)		169		(164	)		301			(1,529	)
Net income (loss) from continuing operations		160		1			345			(4,877	)
Income (loss) from discontinued operations, net of tax		—		132			(28	)		1,885
Net income (loss)		160		133			317			(2,992	)
Less: Net income attributable to non-controlling interests		26		—			48			—
Net income (loss) attributable to LGL Group common stockholders	$	134	$	133		$	269		$	(2,992	)
Income (loss) per common share attributable to LGL Group common stockholders:
Basic:
Income (loss) from continuing operations	$	0.03	$	—		$	0.06		$	(0.91	)
Income (loss) from discontinued operations		—		0.02			(0.01	)		0.35
Net income (loss) attributable to LGL Group common stockholders	$	0.03	$	0.02		$	0.05		$	(0.56	)
Diluted:
Income (loss) from continuing operations	$	0.02	$	—		$	0.06		$	(0.91	)
Income (loss) from discontinued operations		—		0.02			(0.01	)		0.35
Net income (loss) attributable to LGL Group common stockholders	$	0.02	$	0.02		$	0.05		$	(0.56	)
Weighted average shares outstanding:
Basic		5,352,937		5,349,187			5,352,937			5,338,417
Diluted		5,381,685		5,356,188			5,352,937			5,383,666

3

The LGL Group, Inc.

Consolidated Balance Sheets

(Unaudited)

(in thousands)	December 31, 2023		December 31, 2022
Assets:
Current assets:
Cash and cash equivalents	$	40,711	$	21,507
Marketable securities		22		16,585
Accounts receivable, net		356		543
Inventories, net		204		265
Prepaid expenses and other current assets		273		440
Total current assets		41,566		39,340
Property, plant, and equipment, net		—		1
Right-of-use lease asset		75		132
Intangible assets, net		57		78
Deferred income taxes, net		152		234
Total assets	$	41,850	$	39,785
Liabilities:
Total current liabilities		474		587
Non-current liabilities		694		708
Total liabilities		1,168		1,295
Total LGL Group stockholders' equity		38,762		38,490
Non-controlling interests		1,920		—
Total stockholders' equity		40,682		38,490
Total liabilities and stockholders' equity	$	41,850	$	39,785

4

The LGL Group, Inc.

Segment Results

(Unaudited)

	Three Months Ended December 31,
(in thousands)	2023			2022			$ Change			% Change
Revenues:
Electronic Instruments	$	446		$	524		$	(78	)		-14.9	%
Merchant Investment		327			—			327			n/m
Corporate		222			54			168			311.1	%
Total revenues		995			578			417			72.1	%
Expenses:
Electronic Instruments		458			368			90			24.5	%
Merchant Investment		64			—			64			n/m
Corporate		144			373			(229	)		-61.4	%
Total expenses		666			741			(75	)		-10.1	%
Income (loss) from continuing operations
Electronic Instruments		(12	)		156			(168	)		-107.7	%
Merchant Investment		263			—			263			n/m
Corporate		78			(319	)		397			124.5	%
Income (loss) from continuing operations before income taxes		329			(163	)		492			301.8	%
Income tax expense (benefit)		169			(164	)		333			203.0	%
Net income (loss) from continuing operations		160			1			159			15,900.0	%
Income from discontinued operations, net of tax		—			132			(132	)		-100.0	%
Net income		160			133			27			20.3	%
Less: Net income attributable to non-controlling interests		26			—			26			n/m
Net income attributable to LGL Group common stockholders	$	134		$	133		$	1			0.8	%

	Fiscal Year Ended December 31,
(in thousands)	2023			2022			$ Change			% Change
Revenues:
Electronic Instruments	$	1,728		$	1,655		$	73			4.4	%
Merchant Investment		869			—			869			n/m
Corporate		1,081			(4,334	)		5,415			124.9	%
Total revenues		3,678			(2,679	)		6,357			237.3	%
Expenses:
Electronic Instruments		1,576			1,552			24			1.5	%
Merchant Investment		216			—			216			n/m
Corporate		1,240			2,175			(935	)		-43.0	%
Total expenses		3,032			3,727			(695	)		-18.6	%
Income (loss) from continuing operations
Electronic Instruments		152			103			49			47.6	%
Merchant Investment		653			—			653			n/m
Corporate		(159	)		(6,509	)		6,350			97.6	%
Income (loss) from continuing operations before income taxes		646			(6,406	)		7,052			110.1	%
Income tax expense (benefit)		301			(1,529	)		1,830			119.7	%
Net income (loss) from continuing operations		345			(4,877	)		5,222			107.1	%
(Loss) income from discontinued operations, net of tax		(28	)		1,885			(1,913	)		-101.5	%
Net income (loss)		317			(2,992	)		3,309			110.6	%
Less: Net income attributable to non-controlling interests		48			—			48			n/m
Net income (loss) attributable to LGL Group common stockholders	$	269		$	(2,992	)	$	3,261			109.0	%

5

XML

Document And Entity Information	Apr. 01, 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