Orlando, Florida--(Newsfile Corp. - September 18, 2025) - The LGL Group, Inc. (NYSE American: LGL) ("LGL," "LGL Group," or the "Company") announced today that its Board of Directors authorized the commencement of the repurchase of $500,000 to $700,000 of shares of LGL Group common stock under its existing share repurchase plan at such times, amounts and prices management deems appropriate. The repurchase will be made subject to availability and relative to book value and is not expected to exceed 100,000 s ...

Financial Data and Key Metrics Changes - The group reported full year revenue of $430.5 million, reflecting an 8% year-on-year growth, exceeding updated guidance [10][2] - Group EBITDA reached $43.2 million, up 9% from the previous year, with cash conversion for the year at 96% [10][11] - The total dividends for the year increased to $0.14, up $0.02 from the previous year, resulting in a dividend yield of 7.8% [11][12] Business Line Data and Key Metrics Changes - Australian revenue increased by 6.4% year-on-year to $350.6 million, driven by strong demand for floral products in the supermarket channel [12][5] - China's revenue grew by 18% year-on-year to $101 million, primarily due to strong performance in the tulip category and increased export volumes [15][16] - EBITDA for Australia was $33.5 million, up 8.1% year-on-year, while China's EBITDA improved by 12.7% to $9.7 million [13][16] Market Data and Key Metrics Changes - In Australia, revenue growth for the first seven weeks of the new financial year was up 4%, indicating positive momentum for floral products [22] - In China, revenue for the first seven weeks of FY '26 was down 14% due to adverse weather conditions affecting volume [24] Company Strategy and Development Direction - The company is focusing on efficiency projects and the relocation of its West Australian site, with plans for modest capacity expansion in China [23][24] - The group has entered into a scheme of implementation agreement with Hasfarm Holdings Limited for acquisition, with shareholders set to receive $2.24 per share [4][10] Management's Comments on Operating Environment and Future Outlook - Management noted steady improvement in consumer demand and confidence, although demand remains patchy outside of event windows [4][6] - The outlook for Australian revenue growth remains positive, while China's performance is closely tied to consumer confidence and spending recovery [26][22] Other Important Information - The company is investing in automated bouquet lines to improve efficiency and has made progress on its ERP system upgrade [6][14] - The impact of the Queensland cyclone in March resulted in an estimated lost revenue of around $2 million [14] Q&A Session Summary Question: How goes the seller return mix, and are you seeing better grocery engagement? Is shrink under control? - Management expressed satisfaction with waste levels and noted an increase in seller return mix from 26% to 29% [28][30] Question: How has progress in new farms in China gone? Any risk of displacement of existing farms, and does the ROIC still stack up? - Management indicated that they are not pursuing new farms currently but are making modest adjustments to existing production [31][32] Question: What have you assumed regarding repricing in the Australian margin comments? - Management clarified that pricing in Australia is less relevant for margin attainment, focusing instead on maintaining target margin rates [34] Question: Bid price is materially below the IPO price. How was the price set? - Management refrained from commenting on valuation but noted that an independent expert will assess the bid [36][37]

Financial Performance - Group revenue reached $430.5 million, an increase of 8.2% compared to FY24[9, 26] - Group EBITDA amounted to $43.2 million, up 9.1% from FY24, exceeding the guidance range of $42 million to $43 million[9, 26] - NPATA increased by 11.4% to $10.2 million compared to FY24[26] - A final dividend of 9.0 cents fully franked was declared for FY25, bringing the total dividends for the year to 14.0 cents, representing a dividend yield of 7.8% based on the 30-day VWAP[10, 26] Segment Performance - Australia's revenue grew by 6.4% to $350.6 million, with EBITDA at $33.5 million and a margin of 9.6%, reflecting an 8.1% increase in EBITDA and a 20bp margin improvement[9, 13] - China's revenue increased by 18.3% to $101.0 million, with EBITDA at $9.7 million and a margin of 9.6%, representing a 12.7% increase in EBITDA but a 50bp margin contraction[10, 18] - Tulip revenue in China increased by approximately 40%, driven by both volume and ASP growth, while export volume and revenue rose by about 25%[20] Cash Flow and Capital Expenditure - Cash conversion stood at 96%, with a seasonal unwind of working capital achieved in the second half of the year[26, 44] - Capital expenditure for FY25 totaled $7.2 million, including $3.9 million in growth CAPEX and $3.2 million in maintenance CAPEX[46, 47] - Net debt to EBITDA ratio decreased to 1.5x from 1.7x in June 2024[52] Outlook - Revenue for the first seven weeks of FY26 is up 5% in Australia and down 14% in China compared to the same period in FY25[56, 58] - FY26 revenue growth is expected in both Australia and China, with Australia's margin rate anticipated to be in line with FY25[60]

[PART I. FINANCIAL INFORMATION](index=5&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the company's financial statements, management's analysis, market risk, and internal controls for the period ended June 30, 2025 [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) The company reported a net loss for Q2 and the first six months of 2025, with decreased assets, equity, and operating cash flow year-over-year [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet shows a slight decrease in total assets and stockholders' equity as of June 30, 2025, compared to December 31, 2024 Condensed Consolidated Balance Sheets (in thousands) | (in thousands) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total current assets** | $42,515 | $42,642 | | **Total assets** | $43,030 | $43,145 | | **Total current liabilities** | $881 | $904 | | **Total liabilities** | $1,898 | $1,905 | | **Total stockholders' equity** | $41,132 | $41,240 | - Cash and cash equivalents remained stable at approximately **$41.7 million** as of June 30, 2025, compared to **$41.6 million** at the end of 2024[11](index=11&type=chunk) [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The statements of operations indicate a net loss for Q2 and the first six months of 2025, a reversal from net income in the prior-year periods Condensed Consolidated Statements of Operations (in thousands, except per share data) | (in thousands, except per share data) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | **Total revenues** | $924 | $1,068 | $1,842 | $1,956 | | **Total expenses** | $955 | $831 | $1,832 | $1,640 | | **Net (loss) income** | $(45) | $161 | $(32) | $204 | | **Net (loss) income attributable to LGL Group** | $(51) | $137 | $(57) | $158 | | **Diluted (Loss) income per share** | $(0.01) | $0.02 | $(0.01) | $0.03 | - The company reported a net loss for both the three and six months ended June 30, 2025, compared to net income in the prior-year periods, driven by a **13.5% YoY decrease in Q2 total revenues** and a **14.9% increase in Q2 total expenses**[13](index=13&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash flow from operating activities decreased for the first six months of 2025, primarily due to lower net income Condensed Consolidated Statements of Cash Flows (in thousands) | (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $150 | $363 | | Increase in cash and cash equivalents | $150 | $363 | | Cash and cash equivalents at end of period | $41,735 | $41,074 | - Net cash provided by operating activities decreased to **$150 thousand** for the first six months of 2025 from **$363 thousand** in the same period of 2024, primarily due to a lower net income[22](index=22&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed disclosures on the company's business segments, related party transactions, recent tax legislation, and foreign revenues - The company operates in two reportable business segments: Electronic Instruments (through subsidiary PTF) and Merchant Investment (through Lynch Capital)[36](index=36&type=chunk)[37](index=37&type=chunk) Segment Profit (in thousands) | (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--- | :--- | :--- | | **Electronic Instruments Segment Profit** | $68 | $74 | | **Merchant Investment Segment Profit** | $148 | $237 | | **Corporate Segment Loss** | $(247) | $(74) | - The company has significant related party transactions, primarily investment activity with GAMCO Investors, Inc., which managed **$35.1 million** of the company's cash and cash equivalents as of June 30, 2025[84](index=84&type=chunk)[85](index=85&type=chunk)[86](index=86&type=chunk) - On July 4, 2025, the "One Big Beautiful Bill Act" (OBBBA) was enacted, introducing significant changes to U.S. federal tax law, with the company currently assessing its potential impact[98](index=98&type=chunk) - Total foreign revenues for the first six months of 2025 were **$357 thousand**, a decrease from **$443 thousand** in the same period of 2024, with key markets including the United Kingdom, Spain, and Australia[111](index=111&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the decline in Q2 2025 revenues and net investment income, the rise in expenses, and the company's strong liquidity position [Results of Operations - Consolidated](index=34&type=section&id=Results%20of%20Operations%20-%20Consolidated) Consolidated results show a decrease in Q2 2025 total revenues and a significant increase in total expenses, leading to a substantial drop in income from operations before taxes - Q2 2025 total revenues decreased **13.5% YoY** to **$924 thousand**, driven by a **7.5% drop in Net sales** and a **20.4% decrease in Net investment income** due to lower yields on investments[126](index=126&type=chunk)[127](index=127&type=chunk)[131](index=131&type=chunk) - Q2 2025 total expenses increased **14.9% YoY** to **$955 thousand**, primarily from a **20.6% rise in Engineering, selling and administrative costs** related to higher professional fees and employee expenses[126](index=126&type=chunk)[127](index=127&type=chunk) - For the six months ended June 30, 2025, total revenues decreased **5.8% YoY**, while total expenses increased **11.7%**, leading to a significant **96.8% drop in income from operations before taxes**[132](index=132&type=chunk)[133](index=133&type=chunk)[135](index=135&type=chunk) - Order backlog was **$527 thousand** as of June 30, 2025, a **56.8% increase** from December 31, 2024, but a **28.5% decrease** from June 30, 2024[138](index=138&type=chunk) [Results of Operations - Operating Segments](index=36&type=section&id=Results%20of%20Operations%20-%20Operating%20Segments) Operating segment results show a decline in Q2 2025 operating income for both Electronic Instruments and Merchant Investment, while the Corporate segment's pre-tax loss widened - **Electronic Instruments:** Q2 2025 operating income decreased **8.1% YoY** to **$68 thousand**, mainly due to a **7.5% decline in net sales** from lower backlog[140](index=140&type=chunk)[141](index=141&type=chunk) - **Merchant Investment:** Q2 2025 operating income fell **37.6% YoY** to **$148 thousand**, caused by a **16.8% drop in net investment income** and a **46.2% increase in administrative expenses**[145](index=145&type=chunk)[146](index=146&type=chunk)[147](index=147&type=chunk) - **Corporate:** The corporate segment's pre-tax loss widened by **233.8% YoY** to **$247 thousand** in Q2 2025, driven by lower investment income and a **41.2% increase in administrative expenses**[149](index=149&type=chunk)[150](index=150&type=chunk)[151](index=151&type=chunk) [Liquidity and Capital Resources](index=39&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains a strong liquidity position with substantial cash and cash equivalents, sufficient for future operational needs, and no plans for cash dividends - The company held **$41.7 million** in cash and cash equivalents as of June 30, 2025, believing this, along with cash from operations, is sufficient to meet working capital and capital expenditure needs for the next 12 months[155](index=155&type=chunk)[159](index=159&type=chunk) - Working capital stood at **$41.6 million** with a current ratio of **48.3** as of June 30, 2025, indicating a strong liquidity position[158](index=158&type=chunk) - The company has a long-standing policy of not paying cash dividends to support long-term growth objectives, with none expected in the foreseeable future[160](index=160&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=40&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not applicable for the company in this reporting period - The company states that this item is not applicable[163](index=163&type=chunk) [Controls and Procedures](index=40&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded the company's disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting - Based on an evaluation as of June 30, 2025, the Principal Executive Officer and Principal Financial Officer concluded that the company's disclosure controls and procedures were effective[165](index=165&type=chunk) - There were no changes in the company's internal control over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, these controls[166](index=166&type=chunk) [PART II. OTHER INFORMATION](index=41&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, other information regarding trading arrangements, and a list of exhibits filed with the report [Legal Proceedings](index=41&type=section&id=Item%201.%20Legal%20Proceedings) The company is not aware of any material pending legal proceedings, other than routine litigation incidental to its business - The company reports no material pending legal proceedings outside of ordinary routine litigation[168](index=168&type=chunk) [Risk Factors](index=41&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2024 - The report refers to the risk factors disclosed in the 2024 Annual Report on Form 10-K and states there are no new material trends or uncertainties to report[169](index=169&type=chunk)[170](index=170&type=chunk) [Other Information](index=41&type=section&id=Item%205.%20Other%20Information) During the second quarter of 2025, no directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement - No directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" during the three months ended June 30, 2025[171](index=171&type=chunk) [Exhibits](index=42&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including an Amended and Restated Subscription Agreement, certifications, and Inline XBRL documents - Key exhibits filed with the report include an Amended and Restated Subscription Agreement with Morgan Group Holding Co., Sarbanes-Oxley Act certifications, and XBRL data files[173](index=173&type=chunk)

Core Viewpoint - The LGL Group, Inc. has announced that the Post-Effective Amendment to Form S-1 was declared effective by the SEC, allowing warrant holders to exercise their warrants under the Basic Warrant Exercise Rights [1] Company Information - The LGL Group, Inc. is a holding company engaged in services, merchant investment, and manufacturing business activities, with Precise Time and Frequency, LLC as a key subsidiary producing industrial electronic instruments [5] - The company was incorporated in 1928 in Indiana and later reincorporated in Delaware in 2007, with its executive offices located in Orlando, Florida [6] - LGL Group's common stock and warrants are traded on the NYSE American under the symbols "LGL" and "LGL WS," respectively [6] Warrant Exercise Details - Warrant holders can exercise their warrants from October 16, 2025, to November 16, 2025, with the expiration date set for November 17, 2025 [2] - During the Over-Subscription Period, warrant holders may also subscribe for shares issuable from any unexercised warrants as of the Over-Subscription Deadline [2] Warrant Agent Information - Computershare Inc. serves as the warrant agent for LGL Group, and all inquiries regarding the warrants should be directed to them [4]

Core Points - LGL Group has introduced an Over-Subscription Privilege for its outstanding warrants, allowing holders to purchase additional shares of common stock that remain unsubscribed after the exercise of the Warrants [1][3] - The current exercise price for the Warrants is set at $4.75 for five Warrants to purchase one share of common stock [2] - The Over-Subscription Privilege will commence on October 16, 2025, and will be available until the expiration date of the Warrants on November 17, 2025 [1][3] Company Information - LGL Group, Inc. is a holding company involved in services, merchant investment, and manufacturing activities, with a focus on growth through expanding operations across diversified industries [7][9] - The company was incorporated in 1928 and has a long history in precision engineering, manufacturing, and services sectors [8][9] - LGL Group's common stock and warrants are traded on the NYSE American under the symbols "LGL" and "LGL WS," respectively [8]

[First Quarter 2025 Financial and Operational Highlights](index=1&type=section&id=First%20Quarter%202025%20Financial%20and%20Operational%20Highlights) The company's Q1 2025 saw increased revenues but a net loss, alongside improved gross margin and stable liquidity [Results from Operations](index=1&type=section&id=Results%20from%20Operations) Q1 2025 revenues increased to $918,000, but a net loss of $6,000 was reported, driven by lower investment income and higher costs Q1 2025 vs Q1 2024 Key Financials | Metric | Q1 2025 | Q1 2024 | Change | | :--- | :--- | :--- | :--- | | Total Revenues | $918,000 | $888,000 | +$30,000 | | Net (Loss) Income to Common Stockholders | ($6,000) | $21,000 | -$27,000 | - The decrease in net income was primarily caused by **lower net investment income**, higher manufacturing costs of sales, and increased engineering, selling, and administrative expenses[2](index=2&type=chunk)[6](index=6&type=chunk) [Gross Margin](index=1&type=section&id=Gross%20Margin) The company's gross margin improved significantly to 52.4% in Q1 2025, driven by a more favorable, higher-margin product mix Gross Margin Comparison | Period | Gross Margin | | :--- | :--- | | Q1 2025 | 52.4% | | Q1 2024 | 48.0% | [Backlog](index=1&type=section&id=Backlog) As of March 31, 2025, the order backlog decreased to $295,000, with most expected to be fulfilled within 90 days Order Backlog Change | Date | Backlog Amount | | :--- | :--- | | March 31, 2025 | $295,000 | | December 31, 2024 | $336,000 | [Liquidity](index=1&type=section&id=Liquidity) The company maintained a strong liquidity position in Q1 2025, with working capital stable at approximately $41.8 million Working Capital (in thousands) | Metric | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Current Assets | $42,820 | $42,642 | | Current Liabilities | $1,013 | $904 | | **Working Capital** | **$41,807** | **$41,738** | - As of March 31, 2025, cash, cash equivalents, and marketable securities totaled **$42.0 million**[6](index=6&type=chunk) [Other Key Developments](index=1&type=section&id=Other%20Key%20Developments) Q1 2025 saw positive operational and strategic progress, including a 27% revenue growth in Precise Time and Frequency business - Key operational and strategic updates include: - Precise Time and Frequency revenues increased **27% in Q1 2025**[6](index=6&type=chunk) - P3 Logistic Solutions' tactical edge AI contract development is strengthening[6](index=6&type=chunk) - The Morgan Group Holding Co. transaction is expected to close in the second quarter[6](index=6&type=chunk) - An S-1 is expected to be filed in the second quarter with an amended Warrant Agreement[6](index=6&type=chunk) [Corporate Developments](index=2&type=section&id=Corporate%20Developments) This section outlines recent changes to the Board of Directors and their strategic implications for the company [Board of Directors Changes](index=2&type=section&id=Board%20of%20Directors%20Changes) Two board members will not seek re-election, intending to focus on launching the new Connectivity Partnership - Michael J. Ferrantino, Jr. and Timothy Foufas will not seek re-election to the Board of Directors at the June 2, 2025 Annual Meeting[7](index=7&type=chunk) - The decision reflects their intent to dedicate greater focus to launching the new Connectivity Partnership, which they will continue to support through LGL's strategic investment[7](index=7&type=chunk)[8](index=8&type=chunk) [Financial Statements](index=4&type=section&id=Financial%20Statements) This section provides the company's consolidated statements of operations, balance sheets, and detailed segment results [Consolidated Statements of Operations](index=4&type=section&id=Consolidated%20Statements%20of%20Operations) Q1 2025 saw increased total revenues but a net loss due to higher expenses, despite growth in net sales Consolidated Statements of Operations (Unaudited, in thousands) | | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | **Total revenues** | **$918** | **$888** | | Net sales | $498 | $392 | | Net investment income | $417 | $499 | | **Total expenses** | **$877** | **$809** | | Manufacturing cost of sales | $237 | $204 | | Engineering, selling and administrative | $640 | $605 | | **Income from operations before income taxes** | **$41** | **$79** | | **Net (loss) income attributable to LGL Group common stockholders** | **($6)** | **$21** | [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) As of March 31, 2025, the company maintained a strong and stable balance sheet with total assets of $43.3 million Consolidated Balance Sheets Highlights (Unaudited, in thousands) | | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $41,925 | $41,585 | | Total current assets | $42,820 | $42,642 | | **Total assets** | **$43,302** | **$43,145** | | Total current liabilities | $1,013 | $904 | | **Total liabilities** | **$2,040** | **$1,905** | | **Total stockholders' equity** | **$41,262** | **$41,240** | [Segment Results](index=6&type=section&id=Segment%20Results) The Electronic Instruments segment grew strongly in Q1 2025, offsetting declines in revenue and operating income from other segments Segment Revenues (Unaudited, in thousands) | Segment | Q1 2025 | Q1 2024 | % Change | | :--- | :--- | :--- | :--- | | Electronic Instruments | $498 | $392 | 27.0% | | Merchant Investment | $247 | $289 | -14.5% | | Corporate | $173 | $207 | -16.4% | | **Total revenues** | **$918** | **$888** | **3.4%** | Segment Income (loss) from operations before income taxes (Unaudited, in thousands) | Segment | Q1 2025 | Q1 2024 | % Change | | :--- | :--- | :--- | :--- | | Electronic Instruments | $19 | $2 | 850.0% | | Merchant Investment | $153 | $240 | -36.3% | | Corporate | ($131) | ($163) | -19.6% | | **Total** | **$41** | **$79** | **-48.1%** | [About The LGL Group, Inc.](index=3&type=section&id=About%20The%20LGL%20Group%2C%20Inc.) This section provides an overview of The LGL Group, Inc., its business model, and market presence [Company Overview](index=3&type=section&id=Company%20Overview) LGL Group is a holding company in services, merchant investment, and manufacturing, with stock traded on the NYSE American - LGL Group is a holding company engaged in services, merchant investment, and manufacturing business activities[9](index=9&type=chunk) - The company's primary business strategy is focused on growth by expanding operations across diversified industries[11](index=11&type=chunk) - LGL's common stock and warrants are traded on the NYSE American under the symbols '**LGL**' and '**LGL WS**,' respectively[10](index=10&type=chunk) [Cautionary Note Concerning Forward-Looking Statements](index=3&type=section&id=Cautionary%20Note%20Concerning%20Forward-Looking%20Statements) This section provides a cautionary note on forward-looking statements, highlighting inherent risks and safe harbor protections [Safe Harbor Statement](index=3&type=section&id=Safe%20Harbor%20Statement) Forward-looking statements in this release are subject to risks and protected under the Private Securities Litigation Reform Act of 1995 - The press release contains forward-looking statements as defined by the Securities Act of 1933 and the Securities Exchange Act of 1934[12](index=12&type=chunk) - These statements are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, as detailed in the company's SEC filings[13](index=13&type=chunk) - LGL Group does not undertake any obligation to update or revise forward-looking statements and claims protection under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995[14](index=14&type=chunk)

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) Total assets increased to **$43.3 million**, with revenues at **$918 thousand**, but net income attributable to common stockholders shifted to a **$6 thousand** loss due to higher expenses Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total current assets** | $42,820 | $42,642 | | **Total assets** | $43,302 | $43,145 | | **Total current liabilities** | $1,013 | $904 | | **Total liabilities** | $2,040 | $1,905 | | **Total stockholders' equity** | $41,262 | $41,240 | Condensed Consolidated Statement of Operations Highlights (in thousands) | Account | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net sales | $498 | $392 | | Net investment income | $417 | $499 | | **Total revenues** | **$918** | **$888** | | **Total expenses** | **$877** | **$809** | | Income from operations before income taxes | $41 | $79 | | Net income | $13 | $43 | | **Net (loss) income attributable to LGL Group** | **$(6)** | **$21** | Condensed Consolidated Statement of Cash Flows Highlights (in thousands) | Account | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $340 | $160 | | Cash and cash equivalents at end of period | $41,925 | $40,871 | [Notes to the Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) Details company structure, segment reporting, related party transactions, a **68.3%** effective tax rate, and key foreign revenue sources - The company operates through two main business segments: Electronic Instruments (via subsidiary PTF) and Merchant Investment (via subsidiary Lynch Capital)[35](index=35&type=chunk)[36](index=36&type=chunk) Segment Profit (Loss) for Q1 2025 (in thousands) | Segment | Total Revenues | Segment Profit (Loss) | | :--- | :--- | :--- | | Electronic Instruments | $498 | $19 | | Merchant Investment | $247 | $153 | | Corporate | $173 | $(131) | | **Consolidated** | **$918** | **$41** | - The effective tax rate for Q1 2025 was **68.3%**, compared to **46.2%** in Q1 2024, primarily due to uncertain tax positions and state income taxes[85](index=85&type=chunk) Top Foreign Revenues by Country for Q1 2025 (in thousands) | Country | Q1 2025 Revenue | | :--- | :--- | | Spain | $100 | | Norway | $34 | | United Kingdom | $32 | | Australia | $30 | | **Total Foreign Revenues** | **$250** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Total revenue increased **3.4%** driven by Electronic Instruments, offset by lower investment income, while expenses rose **8.4%**, impacting pre-tax income, with strong liquidity maintained [Results of Operations - Consolidated](index=29&type=section&id=Results%20of%20Operations%20-%20Consolidated) Consolidated revenues rose **3.4%** to **$918 thousand**, but expenses grew **8.4%**, leading to a **48.1%** drop in pre-tax income and a **$6 thousand** net loss Consolidated Results of Operations (in thousands) | Metric | Q1 2025 | Q1 2024 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Total revenues | $918 | $888 | $30 | 3.4% | | Total expenses | $877 | $809 | $68 | 8.4% | | Income from operations before income taxes | $41 | $79 | $(38) | -48.1% | | Net (loss) income attributable to LGL Group | $(6) | $21 | $(27) | -128.6% | - The revenue increase was driven by a **$106 (27.0%)** increase in Net sales, primarily due to higher backlog as of December 31, 2024[110](index=110&type=chunk) - The increase in total expenses was driven by a **$33 (16.2%)** increase in Manufacturing costs of sales and a **$35 (5.8%)** increase in Engineering, selling and administrative costs[116](index=116&type=chunk) - Order backlog was **$295 thousand** as of March 31, 2025, a decrease of **12.2%** from December 31, 2024, and **13.5%** from March 31, 2024[115](index=115&type=chunk) [Results of Operations - Operating Segments](index=31&type=section&id=Results%20of%20Operations%20-%20Operating%20Segments) Electronic Instruments pre-tax income surged **850%** to **$19 thousand**, while Merchant Investment pre-tax income declined **36.3%** to **$153 thousand**, and Corporate loss narrowed Electronic Instruments Segment Performance (in thousands) | Metric | Q1 2025 | Q1 2024 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Net sales | $498 | $392 | $106 | 27.0% | | Total expenses | $479 | $390 | $89 | 22.8% | | Income from operations before income taxes | $19 | $2 | $17 | 850.0% | Merchant Investment Segment Performance (in thousands) | Metric | Q1 2025 | Q1 2024 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Net investment income | $247 | $289 | $(42) | -14.5% | | Total expenses | $94 | $49 | $45 | 91.8% | | Income from operations before income taxes | $153 | $240 | $(87) | -36.3% | [Liquidity and Capital Resources](index=33&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity remains strong with cash and equivalents at **$41.9 million**, operating cash flow improved to **$340 thousand**, and no dividends are expected Cash Flow and Working Capital (in thousands) | Metric | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $41,925 | $41,585 | | Working capital | $41,807 | $41,738 | | **Metric (Q1)** | **2025** | **2024** | | Cash provided by operating activities | $340 | $160 | - The company has not paid a cash dividend since 1989 and does not expect to pay one in the foreseeable future, prioritizing long-term growth objectives[127](index=127&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=35&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section on market risk disclosures is not applicable to the company - The company states that quantitative and qualitative disclosures about market risk are not applicable[131](index=131&type=chunk) [Controls and Procedures](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were deemed effective as of March 31, 2025, with no material changes to internal control over financial reporting - Based on an evaluation as of March 31, 2025, the Principal Executive Officer and Principal Financial Officer concluded that the company's disclosure controls and procedures were effective[133](index=133&type=chunk) - No changes in internal control over financial reporting occurred during the quarter ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, the company's internal control[134](index=134&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=36&type=section&id=Item%201.%20Legal%20Proceedings) The company is not involved in any material pending legal proceedings beyond routine business litigation - The company reports no material pending legal proceedings outside of routine litigation incidental to its business[137](index=137&type=chunk) [Risk Factors](index=36&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors have occurred since the 2024 Annual Report on Form 10-K - For a discussion of potential risks and uncertainties, the report refers to the Risk Factors section in the 2024 Annual Report on Form 10-K[138](index=138&type=chunk) [Other Information](index=36&type=section&id=Item%205.%20Other%20Information) The 2025 Annual Meeting is set for June 2, 2025, with no Rule 10b5-1 trading arrangements adopted or terminated by directors or officers - The 2025 Annual Meeting of Stockholders is scheduled for June 2, 2025[141](index=141&type=chunk) - During Q1 2025, no directors or officers adopted or terminated a Rule 10b5-1 trading arrangement[140](index=140&type=chunk) [Exhibits](index=37&type=section&id=Item%206.%20Exhibits) This section details exhibits filed with the Form 10-Q, including officer certifications and Inline XBRL documents

Core Viewpoint - The LGL Group, Inc. reported a slight increase in total revenues for Q1 2025, but experienced a net loss attributable to common stockholders, primarily due to increased costs and lower investment income [2][17]. Financial Results - Total revenues rose by $30,000 to $918,000 for Q1 2025 compared to $888,000 in Q1 2024, driven by higher shipments in the Electronic Instruments segment [2]. - Net loss attributable to common stockholders was ($6,000) for Q1 2025, a decrease from net income of $21,000 in Q1 2024 [2][17]. - Gross margin improved to 52.4% in Q1 2025 from 48.0% in Q1 2024, reflecting a better product mix [3]. Backlog and Liquidity - As of March 31, 2025, the order backlog was $295,000, down $41,000 from $336,000 as of December 31, 2024, with most shipments expected within the next 90 days [4]. - Current assets were $42,820,000 and current liabilities were $1,013,000 as of March 31, 2025, resulting in working capital of $41,807,000 [5]. Segment Performance - Revenues from the Electronic Instruments segment increased by 27% to $498,000 in Q1 2025, while Merchant Investment revenues decreased by 14.5% to $247,000 [18]. - Total expenses rose to $877,000 in Q1 2025, up from $809,000 in Q1 2024, with significant increases in manufacturing costs and engineering, selling, and administrative expenses [18]. Board of Directors Changes - Michael J. Ferrantino, Jr. and Timothy Foufas will not seek re-election to the Board of Directors, focusing instead on the Connectivity Partnership [6]. Cash and Investments - Cash and cash equivalents, along with marketable securities, totaled $42.0 million as of March 31, 2025, with $24.9 million held in the Merchant Investment business [7].

Core Points - The LGL Group, Inc. will hold its 2025 Annual Meeting of Stockholders on June 2, 2025, at the Bruce Museum, with a record date of April 25, 2025, for stockholders entitled to vote [1][7][22] - Management will discuss the 2024 results and operational outlook, including opportunities from the investment in Morgan Group [2][7] - The company has appointed Vice Admiral Colin Kilrain to its Board of Directors, bringing extensive military and leadership experience [4][7] Financial Performance - Total revenues for the fiscal year 2024 increased by $614,000 to $4,292,000 compared to $3,678,000 in 2023 [5] - Gross margin decreased to 53.0% in 2024 from 53.9% in 2023 due to increased costs and lower-margin product sales [8] - Net income rose to $432,000, or $0.08 per diluted share, in 2024, up from $269,000, or $0.05 per diluted share, in 2023 [8][14] Investment Activities - LGL Group finalized an agreement to purchase 1,000,000 shares of Morgan Group Holding Co. at $2.00 per share, expected to close in Q2 2025 [11][12] - The acquisition will allow LGL to enhance its operational capabilities and provide investment opportunities across various industries [13][15] Business Developments - The P3 Division has developed AI-driven prototypes for Tactical Edge Computing, targeting industries such as defense and agriculture [19][20] - P3 was invited to participate in DARPA's Venture Horizons program, indicating a focus on technology development [20] Liquidity and Capital Structure - As of December 31, 2024, LGL Group's working capital was $41,738,000, with current assets of $42,642,000 and current liabilities of $904,000 [10] - The company holds investments valued at $41.2 million, with $24.6 million in the Merchant Investment business [10] Corporate Governance - The management team includes Nathan Miller as COO and Tiffany Hayden as VP, with Marc Gabelli as CEO [3][7] - Stockholder proposals for the 2025 Annual Meeting must be submitted by April 26, 2025 [21][24]