lglg20250331

lglg20250331_10q.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File No. 001-00106

The LGL Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	38-1799862
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

2525 Shader Rd., Orlando, Florida	32804
(Address of principal executive offices)	(Zip Code)

(Registrant’s telephone number, including area code): (407) 298-2000

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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 30, 2025, the registrant had 5,389,211 shares of common stock, $0.01 par value per share, outstanding.

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The LGL Group, Inc.

Form 10-Q for the Period Ended March 31, 2025

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				Page
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets			2
	Condensed Consolidated Statements of Operations			3
	Condensed Consolidated Statements of Stockholders’ Equity			4
	Condensed Consolidated Statements of Cash Flows			5
	Notes to the Condensed Consolidated Financial Statements
		1.	Basis of Presentation	6
		2.	Summary of Significant Accounting Policies	6
		3.	Segment Information	7
		4.	Investments	9
		5.	Fair Value Measurements	11
		6.	Variable Interest Entities	12
		7.	Related Party Transactions	13
		8.	Income Taxes	14
		9.	Stock-Based Compensation	14
		10.	Stockholders' Equity	14
		11.	Earnings Per Share	15
		12.	Contingencies	15
		13.	Other Financial Statement Information	16
		14.	Domestic and Foreign Revenues	16
		15.	Subsequent Events	16

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk			21
Item 4.	Controls and Procedures			21

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings			22
Item 1A.	Risk Factors			22
Item 5.	Other Information			22
Item 6.	Exhibits			23

	Signatures			24

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Cautionary Statement Concerning Forward-Looking Statements

Certain statements contained in this Quarterly Report on Form 10-Q of The LGL Group, Inc. ("LGL Group" or the "Company") and the Company's other communications and statements, other than historical facts, may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends for all such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act, as applicable by law. Such statements include, in particular, statements about the Company's beliefs, plans, objectives, goals, expectations, estimates, projections and intentions. These statements are subject to significant risks and uncertainties and are subject to change based on various factors, many of which are beyond the Company's control. The words "may," "could," "should," "would," "believe," "anticipate," "estimate," "expect," "intend," "plan," "target," "goal" and similar expressions are intended to identify forward-looking statements. All forward-looking statements, by their nature, are subject to risks and uncertainties. Therefore, such statements are not intended to be a guarantee of the Company's performance in future periods. The Company's actual future results may differ materially from those set forth in the Company's forward-looking statements. For information concerning these factors and related matters, see "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission ("SEC") on March 31, 2025, this Quarterly Report on Form 10-Q and our other filings with the SEC. However, other factors besides those referenced could adversely affect the Company's results, and you should not consider any such list of factors to be a complete set of all potential risks or uncertainties. Any forward-looking statements made by the Company herein speak as of the date of this Quarterly Report on Form 10-Q. The Company does not undertake to update any forward-looking statement, except as required by law. As a result, you should not place undue reliance on these forward-looking statements.

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PART I

FINANCIAL INFORMATION

Item 1.

Financial Statements

The LGL Group, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands, except share data)	*March 31, 2025*			*December 31, 2024*
Assets:
Current assets:
Cash and cash equivalents	$	41,925		$	41,585
Marketable securities		20			17
Accounts receivable, net of reserves of $52 and $52, respectively		306			493
Inventories, net		241			267
Prepaid expenses and other current assets		328			280
Total current assets		42,820			42,642
Right-of-use lease assets		293			308
Intangible assets, net		30			36
Deferred income tax assets		159			159
Total assets	$	43,302		$	43,145

Liabilities:
Current liabilities:
Accounts payable		485			333
Accrued compensation and commissions		232			291
Income taxes payable		84			79
Other accrued expenses		212			201
Total current liabilities		1,013			904
Other liabilities		1,027			1,001
Total liabilities		2,040			1,905

Contingencies (Note 12)

Stockholders' equity:
Common stock ($0.01 par value; 30,000,000 shares authorized; 5,470,795 and 5,454,639 shares issued as of March 31, 2025 and December 31, 2024, respectively; 5,389,211 and 5,373,055 shares outstanding as of March 31, 2025 and December 31, 2024, respectively)		53			53
Treasury stock, at cost (81,584 shares as of March 31, 2025 and December 31, 2024)		(580	)		(580	)
Additional paid-in capital		46,394			46,385
Accumulated deficit		(6,634	)		(6,628	)
Total LGL Group stockholders' equity		39,233			39,230
Non-controlling interests		2,029			2,010
Total stockholders' equity		41,262			41,240
Total liabilities and stockholders' equity	$	43,302		$	43,145

See accompanying Notes to the Condensed Consolidated Financial Statements.

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The LGL Group, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

	*Three Months Ended March 31,*
(in thousands, except share data)	*2025*			*2024*
Revenues:
Net sales	$	498		$	392
Net investment income		417			499
Net gains (losses)		3			(3	)
Total revenues		918			888
Expenses:
Manufacturing cost of sales		237			204
Engineering, selling and administrative		640			605
Total expenses		877			809
Income from operations before income taxes		41			79
Income tax expense		28			36
Net income		13			43
Less: Net income attributable to non-controlling interests		19			22
Net (loss) income attributable to LGL Group common stockholders	$	(6	)	$	21

(Loss) income per common share attributable to LGL Group common stockholders:
Basic	$	(0.00	)	$	0.00
Diluted	$	(0.00	)	$	0.00

Weighted average shares outstanding:
Basic		5,352,937			5,352,937
Diluted		5,352,937			5,604,430

See accompanying Notes to the Condensed Consolidated Financial Statements.

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The LGL Group, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

(in thousands, except share data)	*Common Stock*		*Treasury Stock*			*Additional Paid-In Capital*		*Accumulated Deficit*			*Total LGL Stockholders' Equity*			*Non-Controlling Interests*		*Total Equity*
Balance at December 31, 2024	$	53	$	(580	)	$	46,385	$	(6,628	)	$	39,230		$	2,010	$	41,240
Net (loss) income attributable to LGL Group or non-controlling interests		—		—			—		(6	)		(6	)		19		13
Stock-based compensation		—		—			9		—			9			—		9
Balance at March 31, 2025	$	53	$	(580	)	$	46,394	$	(6,634	)	$	39,233		$	2,029	$	41,262

(in thousands, except share data)	*Common Stock*		*Treasury Stock*			*Additional Paid-In Capital*		*Accumulated Deficit*			*Total LGL Stockholders' Equity*		*Non-Controlling Interests*		*Total Equity*
Balance at December 31, 2023	$	53	$	(580	)	$	46,349	$	(7,060	)	$	38,762	$	1,920	$	40,682
Net income attributable to LGL Group or non-controlling interests		—		—			—		21			21		22		43
Stock-based compensation		—		—			9		—			9		—		9
Balance at March 31, 2024	$	53	$	(580	)	$	46,358	$	(7,039	)	$	38,792	$	1,942	$	40,734

See accompanying Notes to the Condensed Consolidated Financial Statements.

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The LGL Group, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Three Months Ended March 31,

SEC Form 10-Q filed by LGL Group Inc.