0001437749-23-017653lglg20230605_8k.htm
false 0000061004 0000061004 2023-06-16 2023-06-16 0000061004 lgl:CommonStockParValue001CustomMember 2023-06-16 2023-06-16 0000061004 lgl:WarrantsToPurchaseCommonStockParValue001CustomMember 2023-06-16 2023-06-16
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): June 16, 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 June 16, 2023, the Company issued a press release (the “Press Release”) reminding investors that a webinar to discuss its operations will be held on May 3, 2023 at 10:30 am Eastern time (US and Canada). 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.
 
 
June 16, 2023
THE LGL GROUP, INC.
   
   
 
By:
/s/ James W. Tivy
   
Name:
James W. Tivy
   
Title:
Chief Accounting Officer
 
 
 
 
 
0001437749-23-017653ex_529617.htm

Exhibit 99.1

THE LGL GROUP REPORTS FIRST QUARTER 2023 RESULTS. CHAIRMAN OF THE BOARD MARC GABELLI ARRANGES PLANS OF ASSET DEPLOYMENT STRATEGY

 

ORLANDO, FL. June 16, 2023 – The LGL Group, Inc. (NYSE American: LGL) (the “Company” or “LGL”) announced its financial results for the three months ended March 31, 2023.

 

 

Revenue of $441,000 for the three months ended March 31, 2023 compared to $417,000 for the comparable prior year period.

 

Operating loss of $309,000 for the three months ended March 31, 2023 compared to $847,000 loss reported in the prior year period.

 

Balance sheet cash and marketable securities of $38.4 million at March 31, 2023.

 

Investment income of $345,000 compared to $45,000 for the prior year quarter.

 

Other income of $186,000 compared to expense of $3,000 in the previous year. Other income includes interest income from our investments.

 

Net income was $157,000 compared to $169,000 for the prior year quarter.

 

EPS of $0.03 per share for the three months ended March 31, 2023 and 2022.

 

Engineering, selling and administrative expense (“ES&A”) costs of $558,000 for the three months ended March 31, 2023 includes ES&A expenses of LGL’s operating subsidiary Precise Time and Frequency, LLC (“PTF”) totaling $178,000 and $380,000 for LGL’s corporate ES&A. In the three months ended March 31, 2022, PTF had ES&A of $167,000 and LGL recorded $855,000.

 

The Company reported an operating loss of $309,000 compared to an operating loss of $847,000 for the three months ended March 31, 2022. The decrease of $538,000 largely relates to costs now expensed by M-tron Industries, Inc. following its spin-off from LGL on October 7, 2022.

 

Investment income of $345,000 was reported versus the prior year of $45,000 due to increased performance on the Company’s asset portfolio. This portfolio consists primarily of money markets and US treasury cash equivalents. It generated $198,000 of interest income for the three months ended March 31, 2023 versus $1,000 for the prior year comparable period benefitting from increased short-term interest rates.

 

“LGL started 2023 with $38.1 million in cash and marketable securities. While these assets generate income from US Treasuries and cash equivalent money markets, we are executing on efforts for growth and value creation of these corporate assets,” stated Michael Ferrantino the Company’s Co-CEO.

 

Marc Gabelli, Chairman and Co-CEO asserts, “In context, LGL shareholders should benefit from dislocations in traditional bank lending and public markets in general.”

 

In April 2023, the Company formed a special purpose vehicle (“SPV”), Lynch Systems Acquisition Holding Company, LLC, to advance the Company’s merchant business activities. This SPV forms part of the services business unit, Lynch Capital International LLC, (“Lynch Capital”). “The opportunity to scale LGL’s initial investments and develop long term operating subsidiaries presents itself through the prospect of syndicating growth capital around an LGL base,” Marc Gabelli asserts further. LGL continues to pursue direct MNA lift outs and tuck in transactions to follow through on our growth initiatives.

 

The Company management transition remains in place as Michael Ferrantino finalizes the transitioning of continued operations, and will eventually resign his executive position following the satisfactory conclusion of the second quarter, while remaining on the LGL Board of Directors. “We thank Michael for this oversight,” Marc Gabelli adds. As part of this transition, LGL is in the process of expanding its Board of Directors and is actively considering independent candidates having prior corporate transactional experience as well as persons who will expand the diversity of the board.

 

Michael Ferrantino furthered, “I will continue to remain active in the development of LGL value. For example, the PTF operations have significant room for expansion as they operate in a highly fragmented sub segment of the time and frequency references testing market. And while this is an arena ripe for consolidation, these are mostly owner controlled private business which need patience to transact.”

 

Tim Foufas, a long time LGL board member, will join as Co-CEO along with Marc Gabelli, assuming the role vacated by Michael Ferrantino. This is subject to final approvals and ratification after Michael Ferrantino’s transition. “I look forward to furthering the development of LGL opportunities for shareholder value creation,” said Mr. Foufas.

 

ABOUT THE LGL GROUP, INC.

 

The LGL Group, Inc. (the "Company" or "LGL") is a holding company engaged in services, investment and manufacturing business activities. Precise Time and Frequency, LLC ("PTF"), 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 Systems Acquisition Holding Company, LLC, started in April 2023, is a special purposes vehicle (“SPV”) focused on the development of new operating subsidiaries through investment.

 

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. Our common stock and warrants are traded on the NYSE American (“NYSE”) under the symbols "LGL" and “LGL WS”, respectively.

 

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. 

 

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 March 31,

 

 

 

2023

 

 

2022

 

 REVENUES

 

$

441

 

 

$

417

 

 Costs and expenses:

 

 

 

 

 

 

 

 

 Manufacturing cost of sales

 

 

192

 

 

 

242

 

 Engineering, selling and administrative

 

 

558

 

 

 

1,022

 

 OPERATING INCOME (LOSS)

 

 

(309

)

 

 

(847

)

 Investment income

 

 

345

 

 

 

45

 

 Other income (expense), net

 

 

186

 

 

 

(3

)

 INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES

 

 

222

 

 

 

(805

)

 Income tax expense (benefit)

 

 

65

 

 

 

(166

)

 NET INCOME (LOSS) FROM CONTINUING OPERATIONS

 

 

157

 

 

 

(639

)

 Income From Discontinued Operations, Net of Tax

 

 

 

 

 

808

 

 NET INCOME

 

$

157

 

 

$

169

 

 

 

 

 

 

 

 

 

 

 Weighted average number of shares used in basic EPS calculation

 

 

5,352,937

 

 

 

5,323,973

 

 Earnings per share - Continuing Operations

 

 

0.03

 

 

 

(0.12

)

 Earnings per share - Discontinued Operations

 

 

 

 

 

0.15

 

 BASIC NET LOSS (INCOME) PER COMMON SHARE

 

$

0.03

 

 

$

0.03

 

 

 

 

 

 

 

 

 

 

 Weighted average number of shares used in diluted EPS calculation

 

 

5,352,937

 

 

 

5,323,973

 

 Earnings per share - Continuing Operations

 

 

0.03

 

 

 

(0.12

)

 Earnings per share - Discontinued Operations

 

 

 

 

 

0.15

 

 DILUTED NET LOSS (INCOME) PER COMMON SHARE

 

$

0.03

 

 

$

0.03

 

 

 

 

THE LGL GROUP, INC.

Condensed Consolidated Balance Sheets

(Unaudited)

 

(Dollars in Thousands)

 

 

March 31, 2023

 

 

December 31, 2022

 

 ASSETS

 

 

 

 

 

 

 

 

 Cash and cash equivalents

 

$

21,500

 

 

$

21,507

 

 Marketable securities

 

 

16,887

 

 

 

16,585

 

 Accounts receivable, net

 

 

509

 

 

 

543

 

 Inventories, net

 

 

237

 

 

 

265

 

 Prepaid expenses and other current assets

 

 

551

 

 

 

440

 

 Total Current Assets

 

 

39,684

 

 

 

39,340

 

 Property, plant and equipment, net

 

 

1

 

 

 

1

 

 Right-of-use lease assets

 

 

103

 

 

 

132

 

 Intangible assets, net

 

 

73

 

 

 

78

 

 Deferred income tax assets

 

 

206

 

 

 

234

 

 Total Assets

 

$

40,067

 

 

$

39,785

 

 LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 Total Current Liabilities

 

$

777

 

 

$

587

 

 Other Liabilities

 

 

643

 

 

 

708

 

 Total Liabilities

 

 

1,420

 

 

 

1,295

 

 Total Stockholders' Equity

 

 

38,647

 

 

 

38,490

 

 Total Liabilities and Stockholders' Equity

 

$

40,067

 

 

$

39,785