LGL GROUP INC
For the period ended Jun 30, 2026. Filed Aug 14, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 14, 2026
LGL$6.63+1.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-11.
0001437749-26-016146
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-14.
0001437749-26-028064
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 68 previous paragraphs and 101 current paragraphs.
46 unchanged; 15 reworded; 35 added; 7 removed; 0 previous and 5 current paragraphs rearranged.
Tables are not compared: 15 previous and 30 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 (35)
Current report
Recent Developments
Current report
At the Company's 2026 Annual Meeting of Stockholders held on May 12, 2026, stockholders approved an amendment to The LGL Group, Inc. 2021 Incentive Plan (the "Plan") to increase the number of shares of common stock authorized for issuance thereunder by 1,500,000 shares. Following this amendment, 2,276,512 shares remain available for future grant under the Plan as of June 30, 2026. The increase in the share reserve was made to (i) reward long-term Company performance; (ii) link employees' interests to long-term stockholder value creation; and (iii) enable the Company to attract and retain top-tier talent in a competitive marketplace.
Current report
The Company intends to file a Registration Statement on Form S-8 to register the additional shares. See Note 9 - Stock-Based Compensation to the Condensed Consolidated Financial Statements for further information.
Current report
Demand and Capacity for Precision Timing and Frequency Products
Current report
We believe several long-term trends in the defense and aerospace markets are increasing the strategic importance of precision timing and frequency technologies. Modern defense systems increasingly depend on accurate and resilient timing for communications, radar, electronic warfare, autonomous systems, distributed sensing and secure networks. The increasing complexity of distributed and networked defense architectures, together with greater awareness of the vulnerability of GPS- and GNSS-dependent systems in contested environments, is driving demand for more resilient positioning, navigation and timing ("PNT") capabilities, including high-performance timing references and synchronization products capable of maintaining accuracy and reliability in GPS-denied, degraded or disrupted environments. Continued investment in defense modernization, space-based systems, autonomous platforms and advanced communications may create additional opportunities for suppliers of precision timing technologies.
Current report
Consistent with these trends, we have experienced increasing demand for our frequency and timing products, reflected in growth in customer orders and order backlog over recent periods. We seek to position our precision timing business and related investments to benefit from this demand through continued product development, investment in security and resiliency capabilities, and selective investments and acquisitions. The extent to which this demand converts into shipments and revenue is uncertain, however, and depends on factors including customer procurement decisions, government spending priorities, program and production schedules, the availability and lead times of key components and raw materials, and our available manufacturing capacity.
Current report
A higher and more concentrated volume of orders may require us to expand or accelerate production capacity, add personnel, and increase purchases of materials and components in advance of shipment. These actions could increase our working capital requirements and affect the timing of our operating cash flows, as expenditures to fulfill orders may precede the related customer collections. We continue to monitor demand against our capacity and liquidity, but we cannot provide assurances as to the timing or extent to which this demand will result in revenue, or as to its impact on our operating results, cash flows or working capital in any given period.
Current report
Total expenses increased $645, or 67.5%, from $955 for the three months ended June 30, 2025 to $1,600 for the three months ended June 30, 2026. The following items contributed to the overall increase:
Current report
Income tax expense (benefit) decreased $109, or 778.6%, from $14 for the three months ended June 30, 2025 to ($95) for the three months ended June 30, 2026 primarily due to the increase in Loss before income taxes.
Current report
Net income attributable to non-controlling interests decreased $5 from $6 for the three months ended June 30, 2025 to $1 for the three months ended June 30, 2026 primarily due to lower yields on United States Treasury money market funds and formation and other costs related to investment in Skyline SPV.
Current report
Six months ended June 30, 2026 compared to six months ended June 30, 2025
Current report
Total Revenues
Current report
Total revenues increased $396, or 21.5%, from $1,842 for the six months ended June 30, 2025 to $2,238 for the six months ended June 30, 2026. The increase was primarily due to a $443, or 44.8%, increase in Net sales from $989 for the six months ended June 30, 2025 to $1,432 for the six months ended June 30, 2026 primarily due to higher product shipments as orders in backlog converted to revenues.
Current report
Total Expenses
Current report
Total expenses increased $1,638, or 89.4%, from $1,832 for the six months ended June 30, 2025 to $3,470 for the six months ended June 30, 2026. The following items contributed to the overall increase:
Current report
Gross Margin
Current report
Gross margin (Net sales less Manufacturing cost of sales as a percentage of Net sales) decreased 460 basis points from 54.7% for the six months ended June 30, 2025 to 50.1% for the six months ended June 30, 2026 reflecting changes in product and pricing mix associated volume-based pricing extended to a single customer in connection with increased order volume.
Current report
Income Tax Expense
Current report
Net income attributable to non-controlling interests decreased $7 from $25 for the six months ended June 30, 2025 to $18 for the six months ended June 30, 2026 primarily due to lower yields on United States Treasury money market funds.
Current report
Income before income taxes decreased $40, or 58.8%, from $68 for the three months ended June 30, 2025 to $28 for the three months ended June 30, 2026. The decrease was primarily due to the following:
Current report
The decrease was partially offset by a $259, or 52.7%, increase in Net sales reflecting higher product shipments as orders in backlog as of March 31, 2026 converted to revenue.
Current report
Income before income taxes decreased $42, or 48.3%, from $87 for the six months ended June 30, 2025 to $45 for the six months ended June 30, 2026. The decrease was primarily due to the following:
Current report
The decrease was partially offset by a $443, or 44.8%, increase in Net sales driven by higher product shipments as orders in backlog converted to revenues.
Current report
Income before income taxes decreased $111 from $148 for the three months ended June 30, 2025 to $37 for the three months ended June 30, 2026. The following items contributed to the overall decrease:
Current report
Income before income taxes decreased $166 from $301 for the six months ended June 30, 2025 to $135 for the six months ended June 30, 2026. The following items contributed to the overall decrease:
Current report
Loss before income taxes increased $265, or 107.3%, from $247 for the three months ended June 30, 2025 to $512 for the three months ended June 30, 2026. The increase: was primarily due to a $258, or 61.7%, increase in Engineering, selling and administrative driven by higher stock-based compensation, higher salaries and wages and related benefits, and higher professional services fees.
Current report
Loss Before Income Taxes
Current report
Loss before income taxes increased $1,034, or 273.5%, from ($378) for the six months ended June 30, 2025 to ($1,412) for the six months ended June 30, 2026. The increase: was primarily due to a $1,034, or 143.2%, increase in Engineering, selling and administrative driven by higher stock-based compensation, higher salaries and wages and related benefits, and higher professional services fees.
Current report
On July 24, 2026, the Company completed the Rights Offering. Rightsholders exercised 3,419,215, or 52.1%, of the Rights, in a net share settlement of 3,419,215 shares of Common Stock. The remaining 3,131,220 Rights expired unexercised in accordance with their terms. The Company distributed 2,643,499 shares of the 3,131,220 unallocated shares of Common Stock to Rightsholders who elected to participate in the over-subscription privilege. The gross proceeds to the Company were $41.8 million.
Current report
Investing Activities
Current report
Cash provided by financing activities was $5,781 for the six months ended June 30, 2026 compared to $0 for the six months ended June 30, 2025, an increase of $5,781 primarily due to $4.6 million from the settlement of warrants in January 2026 and $1.2 million in capital contributions from non-controlling interests in Skyline SPV in June 2026.
Current report
Fair Value of the Skyline Note
Current report
Through our consolidated variable interest entity, Skyline Instruments May 2026, a Series of CGF2021 LLC ("Skyline SPV"), we hold a note receivable from Skyline Instruments Corporation ("Skyline") (the "Skyline Note"), for which we have elected the fair value option under FASB ASC Topic 825,Financial Instruments "ASC 825"). Because the Skyline Note is an obligation of an early-stage, privately held company for which there is no active market and no observable market prices, its fair value is measured using unobservable inputs and is classified within Level 3 of the fair value hierarchy.
Current report
We determined the fair value of the Skyline Note based on the transaction price in the arm's-length financing in which it was issued, which we concluded represented its fair value at the date of issuance and as of June 30, 2026. At each subsequent measurement date, we assess whether events or changes in circumstances indicate that the transaction price no longer approximates fair value, including Skyline's financial condition and operating results, its progress against development milestones, the terms of any subsequent financing transactions, and changes in market conditions. Determining whether such events have occurred, and whether they would result in a change in fair value, requires significant management judgment given the limited financial and market information available for an early-stage company.
Current report
If we determine in a future period that the transaction price no longer represents fair value, we would estimate fair value using other unobservable inputs and valuation techniques, which could result in a materially different measurement. Because we consolidate Skyline SPV, the full carrying amount of the Skyline Note is reflected in our Condensed Consolidated Financial Statements, and our maximum exposure to loss with respect to Skyline is the carrying amount of our investment in Skyline SPV. As a result, changes in this estimate could have a material effect on our reported financial position and results of operations.
Removed paragraphs (7)
Previous report
Total expenses increased $993, or 113.2%, from $877 for the three months ended March 31, 2025 to $1,870 for the three months ended March 31, 2026. The following items contributed to the increase:
Previous report
Net income attributable to non-controlling interests decreased $2 from $19 for the three months ended March 31, 2025 to $17 for the three months ended March 31, 2026 primarily due to lower yields on U.S. Treasury money market funds.
Previous report
Income Before Income Taxes
Previous report
Income before income taxes decreased $2, or 10.5%, from $19 for the three months ended March 31, 2025 to $17 for the three months ended March 31, 2026. The decrease was primarily due to the $186, or 38.8%, increase in Total expenses driven by higher Manufacturing cost of sales reflecting higher revenues and general increases in the cost of materials and components as well as engineering and sales and marketing costs consistent with the growth in Net sales partially offset by the $184, or 36.9%, increase in Net sales reflecting higher backlog as of December 31, 2025.
Previous report
Income Before Income Taxes
Previous report
Income before income taxes decreased $55 from $153 for the three months ended March 31, 2025 to $98 for the three months ended March 31, 2026 due to lower yields on investments in U.S. Treasury money market funds as well as higher corporate allocations.
Previous report
Loss before income taxes increased $769, or 587.0%, from ($131) for the three months ended March 31, 2025 to ($900) for the three months ended March 31, 2026. The increase was primarily due to higher stock-based compensation discussed above.
Reworded paragraphs (15)
Previous wording
The LGL investment business is comprised of various investment vehicles in which LGL is either shareholder, partner, or has general partner interests, and through which LGL invests its capital. The Company seeks to invest available cash and cash equivalents in liquid investments with a view to enhancing returns as we continue to assess further acquisitions of, or investments in, operating businesses broadly. LGL core strengths include identifying and acquiring undervalued assets and businesses, often through the purchase of securities, increasing value through management, financial or other operational changes, and managing complex legal, regulatory or financial issues, which may include technical, engineering, environmental, zoning, permitting and licensing issues among others.
Current wording
The LGL Group investment business is comprised of various investment vehicles in which LGL Group is either shareholder, partner, or has general partner interests, and through which LGL Group invests its capital. The Company seeks to invest available cash and cash equivalents in liquid investments with a view to enhancing returns as we continue to assess further acquisitions of, or investments in, operating businesses broadly. LGL Group core strengths include identifying and acquiring undervalued assets and businesses, often through the purchase of securities, increasing value through management, financial or other operational changes, and managing complex legal, regulatory or financial issues, which may include technical, engineering, environmental, zoning, permitting and licensing issues among others.
Previous wording
As of March 31, 2026, LGL Group had investments (classified within Cash and cash equivalents and Marketable securities) with a fair value of approximately $25.9 million. The Company accounts for its Marketable securities under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 321,Investments - Equity Securities ("ASC 321") and as such, its Marketable securities are reported at fair value on its consolidated balance sheets.
Current wording
As of June 30, 2026, LGL Group had investments (classified within Cash and cash equivalents and Marketable securities) with a fair value of approximately $45.2 million, of which $26.2 million was held within the Merchant Investment business. The Company accounts for its Marketable securities under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 321,Investments - Equity Securities ("ASC 321") and as such, its Marketable securities are reported at fair value on its Condensed Consolidated Balance Sheets.
Previous wording
Three months ended March 31, 2026*** compared to three months ended March 31, 2025***
Current wording
Three months ended June 30, 2026compared to three months ended June 30, 2025
Previous wording
Total revenues increased $167, or 18.2%, from $918 for the three months ended March 31, 2025 to $1,085 for the three months ended March 31, 2026. The increase was primarily due to a $184, or 36.9%, increase in Net sales from $498 for the three months ended March 31, 2025 to $682 for the three months ended March 31, 2026 driven by higher backlog as of December 31, 2025.
Current wording
Total revenues increased $229, or 24.8%, from $924 for the three months ended June 30, 2025 to $1,153 for the three months ended June 30, 2026. The increase was primarily due to a $259, or 52.7%, increase in Net sales from $491 for the three months ended June 30, 2025 to $750 for the three months ended June 30, 2026 driven by higher product shipments as orders in backlog as of March 31, 2026 converted to revenue.
Previous wording
Gross margin (Net sales less Manufacturing cost of sales as a percentage of Net sales) decreased 140 basis points from 52.4% for the three months ended March 31, 2025 to 51.0% for the three months ended March 31, 2026 reflecting a lower margin product mix as well as general increases in the cost of materials and components.
Current wording
Gross margin (Net sales less Manufacturing cost of sales as a percentage of Net sales) decreased 780 basis points from 57.0% for the three months ended June 30, 2025 to 49.2% for the three months ended June 30, 2026 reflecting changes in product and pricing mix associated with volume-based pricing extended to a single customer in connection with increased order volume.
Previous wording
The increase is partially offset by a $28, or 6.7%, decrease in Net investment income from $417 for the three months ended March 31, 2025 to $389 for the three months ended March 31, 2026 primarily due to lower yields on investments in U.S. Treasury money market funds.
Current wording
The increase was partially offset by a $44, or 5.2%, decrease in Net investment income from $845 for the six months ended June 30, 2025 to $801 for the six months ended June 30, 2026 driven by lower yields on investments in United States Treasury money market funds.
Previous wording
Income tax expense decreased $208, or 742.9%, from $28 for the three months ended March 31, 2025 to ($180) for the three months ended March 31, 2026 primarily due to the decrease in Income before income taxes.
Current wording
Income tax expense (benefit) decreased $317, or 754.8%, from $42 for the six months ended June 30, 2025 to ($275) for the six months ended June 30, 2026 primarily due to the decrease in Income before income taxes.
Previous wording
As of March 31, 2026, our order backlog was $1,525, an increase of $900, or 144.0%, from $625 as of December 31, 2025 and an increase of $1,230, or 416.9%, from $295 as of March 31, 2025. The backlog of unfilled orders includes amounts based on signed contracts likely to be fulfilled largely in the next 12 months but usually will ship within the next 90 days. Order backlog is adjusted quarterly to reflect project cancellations, deferrals, and revised project scope and cost, if any.
Current wording
As of June 30, 2026, our order backlog was $3,628, an increase of $3,003, or 480.5%, from $625 as of December 31, 2025 and an increase of $3,101, or 588.4%, from $527 as of June 30, 2025. The backlog of unfilled orders includes amounts based on signed contracts likely to be fulfilled largely in the next 12 months but usually will ship within the next 90 days. Order backlog is adjusted quarterly to reflect project cancellations, deferrals, and revised project scope and cost, if any.
Previous wording
The following table presents income from continuing operations of our Electronic Instruments segment for the periods indicated:
Current wording
The following table presents income from operations of our Electronic Instruments segment for the periods indicated:
Previous wording
The following table presents income from continuing operations of our Merchant Investment segment for the periods indicated:
Current wording
The following table presents income from operations of our Merchant Investment segment for the periods indicated:
Previous wording
The following table presents income from continuing operations of our Corporate segment for the periods indicated:
Current wording
The following table presents income from operations of our Corporate segment for the periods indicated:
Previous wording
As of March 31, 2026 and December 31, 2025, Cash and cash equivalents were $46,646 and $41,514, respectively.
Current wording
As of June 30, 2026 and December 31, 2025, Cash and cash equivalents were $45.1 million and $41.5 million, respectively.
Previous wording
Cash provided by operating activities was $501 for the three months ended March 31, 2026 compared to $340 for the three months ended March 31, 2025, an increase of $161, primarily due to the following:
Current wording
Cash provided by operating activities was $108 for the six months ended June 30, 2026 compared to $150 for the six months ended June 30, 2025, a decrease of $42, primarily due to the following:
Previous wording
Cash provided by financing activities was $4,631 for the three months ended March 31, 2026 compared to $0 for the three months ended March 31, 2025, an increase of $4,631, primarily due to the settlement of warrants in January 2026.
Current wording
Cash used in investing activities was $1,968 for the six months ended June 30, 2026 compared to $0 for the six months ended June 30, 2025, an increase of $1,968 primarily due to investment in the Skyline Note in June 2026.
Previous wording
Our accompanying Condensed Consolidated Financial Statements are prepared in conformity with U.S. GAAP, which requires management to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying footnotes. These estimates are made and evaluated on an on-going basis using information that is currently available as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates, perhaps in material adverse ways, and those estimates could be different under different assumptions or conditions. For a discussion of the Company’s critical accounting estimates, see 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, 2025.
Current wording
Our accompanying Condensed Consolidated Financial Statements are prepared in conformity with U.S. GAAP, which requires management to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying footnotes. These estimates are made and evaluated on an on-going basis using information that is currently available as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates, perhaps in material adverse ways, and those estimates could be different under different assumptions or conditions. For a discussion of the Company’s critical accounting estimates, other than those described below, see 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, 2025.
Rearranged current paragraphs (5)
Current report — wording carried from elsewhere
The following table presents our Condensed Statements of Operations for the periods indicated:
Current report — wording carried from elsewhere
Net Income Attributable to Non-Controlling Interests
Current report — wording carried from elsewhere
The following table presents income from operations of our Electronic Instruments segment for the periods indicated:
Current report — wording carried from elsewhere
The following table presents income from operations of our Merchant Investment segment for the periods indicated:
Current report — wording carried from elsewhere
The following table presents income from operations of our Corporate segment for the periods indicated: