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LGL GROUP INC

For the period ended Dec 31, 2024. Filed Mar 31, 2025.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Mar 31, 2025

LGL$6.63+1.2%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-K

Period ended 2023-12-31; filed 2024-04-01.

0001437749-24-010393

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-K

Period ended 2024-12-31; filed 2025-03-31.

0001437749-25-010246

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 84 previous paragraphs and 82 current paragraphs.

58 unchanged; 11 reworded; 13 added; 15 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 23 previous and 18 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (13)

Current report

For a discussion of the year ended December 31, 2023 compared to the year ended December 31, 2022, refer to Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 1, 2024, which is available free of charge on the SEC's website at https://www.sec.gov and on our website at www.lglgroup.com.

Current report

The U.S. Federal Reserve decreased the federal funds rate a total of three times throughout 2024, resulting in a range from 4.25% to 4.50% as of December 31, 2024. Through the date of filing of this Report, the U.S. Federal Reserve has maintained the federal funds rate between 4.25% to 4.50%. It is expected that the U.S. Federal Reserve will continue to decrease the federal funds rate during 2025 to, among other things, control inflation; however, the timing of any future changes remains unclear. If interest rates continue to decline, the returns generated by our investments in U.S. Treasuries could be adversely impacted.

Current report

The current U.S. federal administration has proposed or imposed tariffs on certain products entering the United States imported from other countries. Additionally, foreign governments have imposed retaliatory tariffs on products exported from the United States. The increase in tariffs could have an adverse impact on Manufacturing cost of goods as these costs could increase at a higher rate than our revenues. As a result, we may increase the prices we charge our customers.

Current report

The increase was partially offset by a $389, or 101.3%, decrease in Net gains (losses) from $384 in 2023 to ($5) in 2024 primarily due to mark-to-market movements on Marketable securities in 2024 versus realized gains on the related sales of mutual fund investments in 2023 within the Corporate segment.

Current report

Total expenses increased $561, or 18.5%, from $3,032 in 2023 to $3,593 in 2024. The following items contributed to the overall increase:

Current report

Income tax expense decreased $124, or 41.2%, from $301 in 2023 to $177 in 2024 primarily due to return-to-provision true ups in 2024 partially offset by the increase in Income from continuing operations discussed above.

Current report

Income (loss) from discontinued operations increased $28, or 100.0%, from ($28) in 2023 to $0 in 2024 primarily due to Separation costs incurred 2023.

Current report

Income from continuing operations before income taxes increased $91, or 59.9%, from $152 in 2023 to $243 in 2024. The increase was primarily driven by a $498, or 28.8%, increase in Net sales from $1,728 in 2023 to $2,226 in 2024 primarily due to additional contracts won in 2024.

Current report

Income from continuing operations before income taxes increased $194 from $653 in 2023 to $847 in 2024 due to an increase in Net investment income driven by higher balances invested in United States Treasury money market funds in 2024 partially offset by higher corporate-level expenses allocated to the Merchant Investment segment.

Current report

Loss from continuing operations before income taxes increased $232, or 145.9%, from $159 in 2023 to $391 in 2024 primarily due to a $389, or 101.3%, decrease in Net gains (losses) from $384 in 2023 to ($5) in 2024 driven by mark-to-market movements on Marketable securities in 2024 versus realized gains on the related sales of mutual fund investments in 2023 partially offset by a $146, or 20.9%, increase in Net investment income from $697 in 2023 to $843 in 2024 driven by higher balances invested in United States Treasury money market funds.
Removed paragraphs (15)

Previous report

In accordance with FASB ASC Topic 205,Presentation of Financial Statements("ASC 205"), Subtopic 20 - Discontinued Operations, the Company determined that MtronPTI met the conditions for a discontinued operation and was recorded as such in the consolidated financial statements. The Company reports financial results for discontinued operations separately from continuing operations in order to distinguish the financial impact of the potential disposal transaction from ongoing operations. Prior financial information has been updated to reflect the required presentation for discontinued operations under ASC 205-20.

Previous report

Refer to Note 3 – Discontinued Operations in the accompanying Notes to the Consolidated Financial Statements included in Item 8. Financial Statements and Supplementary Data of this Report for further details.

Previous report

Inflation in the United States decreased from 6.5% as of December 31, 2022 to 3.4% as of December 31, 2023, which is still above the U.S. Federal Reserve's long-term target of 2.0%. Although inflation is expected to continue to decrease in 2024, the continued higher inflationary conditions may have an adverse impact on our manufacturing cost of sales along with engineering, selling and administrative expenses, as these costs could increase at a rate higher than our revenue. The U.S. Federal Reserve raised the federal funds rate a total of four times throughout 2023, resulting in a range from 5.25% to 5.50% as of December 31, 2023. However, it is expected that the U.S. Federal Reserve will hold the federal funds rate steady or start to decrease it during 2024 to, among other things, control inflation. As a result, we have increased the prices we charge our customers.

Previous report

Total expenses decreased $695, or 18.6%, from $3,727 in 2022 to $3,032 in 2023. The following items contributed to the overall decrease:

Previous report

Income tax expense (benefit) increased $1,830, or 119.7%, from ($1,529) in 2022 to $301 in 2023 primarily due to the increase in Net gains in 2023 compared Net losses in 2022.

Previous report

Income from discontinued operations decreased $1,913, or 101.5%, from $1,885 in 2022 to $28 in 2023 primarily due to the Separation of MtronPTI in October 2022 while remaining Separation costs were included in 2023.

Previous report

Income from continuing operations before income taxes increased $49, or 47.6%, from $103 in 2022 to $152 in 2023. The following items contributed to the overall increase:

Previous report

Income from continuing operations increased $653 from $0 in 2022 to $653 in 2023 due to the commencement of operations of Lynch Capital International, LLC in June 2023.

Previous report

Loss from continuing operations before income taxes decreased $6,350, or 97.6%, from $6,509 in 2022 to $159 in 2023. The following items contributed to the overall decrease:

Previous report

Cash provided by financing activities was $0 in 2023 compared to cash used in financing activities of $859 in 2022, an increase of $859 primarily due to the Separation of MtronPTI and the payment of taxes related to the net share settlement of equity awards partially offset by the exercise of stock options during 2022, which did not occur in 2023.

Previous report

See Note 3 – Discontinued Operations in the accompanying Notes to the Consolidated Financial Statements included in Item 8. Financial Statements and Supplementary Data of this Report. for further details of the transaction.
Reworded paragraphs (11)

Previous wording

We are not aware of any material trends or uncertainties, other than the global economic conditions affecting our industry generally, that may reasonably be expected to have a material impact, favorable or unfavorable, on our revenues or income other than those listed in Part I, Item 1A, Risk Factors, of this Annual Report on Form 10-K.

Current wording

We are not aware of any material trends or uncertainties, other than the global economic conditions affecting our industry generally, that may reasonably be expected to have a material impact, favorable or unfavorable, on our revenues or income other than those listed in Part I, Item 1A, Risk Factors, of this Report .

Previous wording

Total revenues increased $6,357, or 237.3%, from ($2,679) in 2022 to $3,678 in 2023. The following items contributed to the overall increase:

Current wording

Total revenues increased $614, or 16.7%, from $3,678 in 2023 to $4,292 in 2024. The following items contributed to the overall increase:

Previous wording

Gross margin (Net sales less Manufacturing cost of sales as a percentage of Net sales) increased 450 basis points from 49.4% in 2022 to 53.9% in 2023 primarily due to shift in product mix within the Electronic Instruments segment that had lower costs (and higher margins).

Current wording

Gross margin (Net sales less Manufacturing cost of sales as a percentage of Net sales) decreased 90 basis points from 53.9% in 2023 to 53.0% in 2024 primarily due to several contracts with lower margin products within the Electronic Instruments segment.

Previous wording

As of December 31, 2023, our order backlog was $143, a decrease of $217, compared to $360 as of December 31, 2022 primarily due a large contract received in Q4 2022 that did not recur in Q4 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.

Current wording

As of December 31, 2024, our order backlog was $336, a increase of $193, compared to $143 as of December 31, 2023 primarily due to the timing and size of orders. 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.

Previous wording

Net income attributable to non-controlling interests increased $48 from $0 in 2022 to $48 in 2023 primarily due to the consolidation of LGL Systems in June 2023, which has minority shareholders.

Current wording

Net income attributable to non-controlling interests increased $42 from $48 in 2023 to $90 in 2024 primarily due to higher income from LGL Systems.

Previous wording

As of December 31, 2023 and 2022, Cash and cash equivalents were $40,711 and $21,507, respectively.

Current wording

As of December 31, 2024 and 2023, Cash and cash equivalents were $41,585 and $40,711, respectively.

Previous wording

Cash provided by operating activities was $385 in 2023 compared to cash used in operating activities of $817 in 2022, an increase of $1,202 primarily due to the following:

Current wording

Cash provided by operating activities was $874 in 2024 compared to $385 in 2023, an increase of $489 primarily due to the following:

Previous wording

Cash provided by investing activities was $18,819 in 2023 compared to cash used in investing activities of $5,833 in 2022, an increase of $24,652 primarily due to the sale of the Company's investments in marketable securities, including IrontNet, Inc. and mutual fund investments during Q1 and Q2 2023 at a gain as well as the consolidation of non-controlling interests related to LGL Systems Acquisition Holding Company, LLC.

Current wording

Cash provided by investing activities was $0 in 2024 compared to $18,819 in 2023, a decrease of $18,819 primarily due to the sale of the Company's investments in marketable securities, including IrontNet, Inc. and mutual fund investments during Q1 and Q2 2023 at a gain as well as the consolidation of non-controlling interests related to LGL Systems Acquisition Holding Company, LLC.

Previous wording

On October 7, 2022 (the "Distribution Date"), at 12:01 a.m. Eastern Time, the spin-off of MtronPTI was completed (the "Spin-off" or the "Separation"). The Separation of MtronPTI was achieved through LGL’s distribution of 100% of the shares of MtronPTI common stock to holders of LGL common stock as of the close of business on the record date of September 30, 2022. LGL stockholders of record received one-half share of Mtron common stock for every share of LGL common stock. Following the Distribution, MtronPTI became an independent, publicly traded company with its common stock listed under the symbol "MPTI" on the NYSE American, and LGL retained no ownership interest in MtronPTI.

Current wording

On October 7, 2022 (the "Distribution Date"), at 12:01 a.m. Eastern Time, the spin-off of MtronPTI was completed (the "Spin-off" or the "Separation"). The Separation of MtronPTI was achieved through LGL’s distribution of 100% of the shares of MtronPTI common stock to holders of LGL common stock as of the close of business on the record date of September 30, 2022. LGL stockholders of record received one-half share of MtronPTI common stock for every share of LGL common stock. Following the Distribution, MtronPTI became an independent, publicly traded company with its common stock listed under the symbol "MPTI" on the NYSE American, and LGL retained no ownership interest in MtronPTI.

Previous wording

In connection with the Separation, MtronPTI entered into several agreements with LGL that, among other things, effect the Separation and provide a framework for its relationship with LGL after the Separation, including (i) an Amended and Restated Separation and Distribution Agreement which provides for, among other things, the mechanics for effecting the Distribution as well as certain ongoing responsibilities of MtronPTI and LGL subsequent to the Distribution, (ii) an Amended and Restated Transitional Administrative and Management Services Agreement with MtronPTI, which, among other things, specifies that LGL will provide MtronPTI, and MtronPTI will provide LGL, with certain administrative and management services for up to a twelve-month period after the Distribution, and (iii) an Amended and Restated Tax Indemnity and Sharing Agreement, which, among other things, contains certain agreements and covenants related to tax matters involving LGL and MtronPTI and covers time periods before and after the Distribution. For more information regarding the agreements entered into in connection with the Distribution, please refer to MtronPTI's registration statement on Form 10, as amended, and filed on August 19, 2022 with the SEC, and the Information Statement contained therein.

Current wording

In connection with the Separation, MtronPTI entered into several agreements with LGL that, among other things, effect the Separation and provide a framework for its relationship with LGL after the Separation, including (i) an Amended and Restated Separation and Distribution Agreement which provides for, among other things, the mechanics for effecting the Distribution as well as certain ongoing responsibilities of MtronPTI and LGL subsequent to the Distribution, (ii) an Amended and Restated Transitional Administrative and Management Services Agreement with MtronPTI, which, among other things, specifies that LGL will provide MtronPTI, and MtronPTI will provide LGL, with certain administrative and management services, and (iii) an Amended and Restated Tax Indemnity and Sharing Agreement, which, among other things, contains certain agreements and covenants related to tax matters involving LGL and MtronPTI and covers time periods before and after the Distribution. For more information regarding the agreements entered into in connection with the Distribution, please refer to MtronPTI's registration statement on Form 10, as amended, and filed on August 19, 2022 with the SEC, and the Information Statement contained therein.