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 23, 2023)

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 23, 2023, LGL Group, Inc. (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the three and six months ended June 30, 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 August 23, 2023.

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.

August 23, 2023	THE LGL GROUP, INC.


	By:	/s/ James W. Tivy
		Name:	James W. Tivy
		Title:	Chief Accounting Officer

Exhibit 99.1

THE LGL GROUP REPORTS SECOND QUARTER 2023 RESULTS, CHAIRMAN MARC GABELLI WELCOMES THE ELECTION OF TWO INDEPENDENT BOARD MEMBERS AND THE APPOINTMENT OF A CO-CEO

ORLANDO, FL. August 23, 2023 – The LGL Group, Inc. (NYSE American: LGL) (the “Company” or “LGL”) announced its financial results for the three and six months ended June 30, 2023.

●

Revenue of $403,000 for the three months ended June 30, 2023 compared to $370,000 for the comparable prior year period and revenue of $844,000 versus $787,000 for the six months ended June 30, 2023 and 2022, respectively.

●

Operating loss of $438,000 for the three months ended June 30, 2023 compared to $480,000 loss reported in the prior year period and operating loss of $747,000 and $1,327,000 for the six months ended June 30, 2023 and 2022, respectively.

●

Balance sheet cash and marketable securities of $40.3 million at June 30, 2023, compared to $38.1 million as of December 31, 2022.

●

Investment income of $43,000 for the three months ended June 30, 2023, compared to a loss of $2,373,000 for the prior year quarter. For the six months ended June 30, 2023, investment income was $388,000 compared to a loss of $2,328,000 in the prior year comparable period.

●

Other income of $263,000 for the three months ended June 30, 2023 compared to $10,000 in the previous year. For the six months ended June 30, 2023, other income was $449,000 compared to $7,000 for the comparable prior year period. Other income includes interest income from our investments.

●

Net loss was $130,000 for the three months ended June 30, 2023 compared to $1,798,000 for the prior year quarter. For the six months ended June 30, 2023, net income was $27,000 compared to a loss of $1,629,000 for the comparable prior year period.

●

EPS of $0.01 per share for the six months ended June 30, 2023 versus a net loss of $0.31 per share for the comparable period in 2022.

For the three and six months ended June 30, 2023, our electronic instrument segment contributed $22,000 and $94,000, respectively, to our income from operations. Our merchant investment segment, for the second quarter of 2023, contributed $167,000 to our income from operations. Our holding company segment reported interest and investment income of $63,000 and $606,000 for the three and six months ended June 30, 2023, respectively, and unallocated corporate costs of $384,000 and $777,000 for the three and six months ended June 30, 2023, respectively. On a net basis, our holding company segment produced a loss from operations of $321,000 and $171,000 for the three and six months ended June 30, 2023, respectively. Our consolidated income from operations before income taxes were a loss of $132,000 for the three months ended June 30, 2023 and income of $90,000 for the six months ended June 30, 2023.

As of June 30, 2023, LGL had investments (classified within Cash and cash equivalents and Marketable securities) with a fair value of approximately $40.1 million, of which $22.9 million was held directly by Lynch Capital for the investment business.

In the second quarter, LGL Group transferred approximately $21.0 million of cash and cash equivalents to its wholly owned subsidiary, Lynch Capital International, LLC ("Lynch Capital"), as further development of the merchant investment segment. Marc Gabelli, Chairman and Co-CEO stated, “We have put in place the framework for LGL's continued growth in the merchant investment segment of our business.”

The Company management transition culminated as Michael Ferrantino resigned his executive position following the satisfactory conclusion of the second quarter, while remaining on the LGL Board of Directors. As part of this transition, LGL expanded its Board of Directors with two new independent Board members having prior corporate transactional experience who will also serve to expand the diversity of the Board of Directors.

Tim Foufas, a long-time LGL Board member, joins as Co-CEO along with Marc Gabelli, assuming the role vacated by Michael Ferrantino. Marc Gabelli, LGL Chairman stated, “We are delighted that both Ms. DeRemer and Mr. Francois have joined our board, and that Tim Foufas has moved into management. Darlene brings 35 years of experience in asset management and investment banking. Herve offers 20 plus years’ experience in technology investing as well as broad financial analysis acumen.”. “The development of LGL opportunities for shareholder value creation has begun,” said Tim Foufas.

ABOUT THE LGL GROUP, INC.

The LGL Group, Inc. (the "Company" or "LGL") 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’s business strategy is primarily focused on growth through expanding new and existing operations across diversified industries. The LGL Group Inc.'s engineering and design origins date back to the early part of the last century. In 1917, Lynch Glass Machinery Company, the predecessor of LGL, was formed, and emerged in the late twenties as a successful manufacturer of glass-forming machinery. The company was then renamed Lynch Corporation 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 had a long history of owning and operating various businesses in the precision engineering, manufacturing and services sectors.

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.

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.

James Tivy

(407) 298-2000

THE LGL GROUP, INC.

Condensed Consolidated Statements of Operations

(Unaudited)

(Dollars in Thousands, Except Share and Per Share Amounts)

	For the Three Months Ended June 30,
	2023			2022
REVENUES	$	403		$	370
Costs and expenses:
Manufacturing cost of sales		208			227
Engineering, selling and administrative		633			623
OPERATING INCOME (LOSS)		(438	)		(480	)
Investment income (loss)		43			(2,373	)
Other income (expense), net		263			10
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		(132	)		(2,843	)
Income tax benefit		(2	)		(588	)
NET LOSS FROM CONTINUING OPERATIONS		(130	)		(2,255	)
Income From Discontinued Operations, Net of Tax		—			457
NET LOSS	$	(130	)	$	(1,798	)

Weighted average number of shares used in basic EPS calculation		5,352,937			5,334,187
Loss per share - Continuing Operations		(0.02	)		(0.42	)
Earnings per share - Discontinued Operations		—			0.09
BASIC NET LOSS PER COMMON SHARE	$	(0.02	)	$	(0.34	)

Weighted average number of shares used in diluted EPS calculation		5,352,937			5,334,187
Loss per share - Continuing Operations		(0.02	)		(0.42	)
Earnings per share - Discontinued Operations		—			0.09
DILUTED NET LOSS PER COMMON SHARE	$	(0.02	)	$	(0.34	)

	For the Six Months Ended June 30,
	2023			2022
REVENUES	$	844		$	787
Costs and expenses:
Manufacturing cost of sales		400			469
Engineering, selling and administrative		1,191			1,645
OPERATING LOSS		(747	)		(1,327	)
Investment income (loss)		388			(2,328	)
Other income, net		449			7
INCOME (LOSS) BEFORE INCOME TAXES		90			(3,648	)
Income tax expense (benefit)		63			(754	)
NET INCOME (LOSS) FROM CONTINUING OPERATIONS		27			(2,894	)
Income From Discontinued Operations, Net of Tax		—			1,265
NET INCOME (LOSS)	$	27		$	(1,629	)

Weighted average number of shares used in basic EPS calculation		5,352,937			5,329,080
Earnings (loss) per share - Continuing Operations		0.01			(0.54	)
Earnings per share - Discontinued Operations		—			0.24
BASIC NET INCOME (LOSS) PER COMMON SHARE	$	0.01		$	(0.31	)

Weighted average number of shares used in diluted EPS calculation		5,352,937			5,329,080
Earnings (loss) per share - Continuing Operations		0.01			(0.54	)
Earnings per share - Discontinued Operations		—			0.24
DILUTED NET INCOME (LOSS) PER COMMON SHARE	$	0.01		$	(0.31	)

THE LGL GROUP, INC.

Condensed Consolidated Balance Sheets

(Unaudited)

(Dollars in Thousands)

	June 30, 2023		December 31, 2022
ASSETS
Cash and cash equivalents	$	40,314	$	21,507
Marketable securities		25		16,585
Accounts receivable, net		373		543
Inventories, net		226		265
Prepaid expenses and other current assets		266		440
Total Current Assets		41,204		39,340
Property, plant and equipment, net		-		1
Right-of-use lease assets		87		132
Intangible assets, net		72		78
Deferred income tax assets		216		234
Total Assets	$	41,579	$	39,785
LIABILITIES AND STOCKHOLDERS' EQUITY
Total Current Liabilities	$	503	$	587
Other Liabilities		687		708
Total Liabilities		1,190		1,295
Total Stockholders' Equity		38,517		38,490
Non-controlling interests		1,872		-
Total Liabilities and Stockholders' Equity	$	41,579	$	39,785

Document And Entity Information	Aug. 23, 2023
Document Information [Line Items]
Entity, Registrant Name	THE LGL GROUP, INC.
Document, Type	8-K
Document, Period End Date	Aug. 23, 2023
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