Financial Performance - Total revenues for the first quarter of 2022 were $8,108,000, representing a 24.1% increase from $6,536,000 for the same period in 2021, driven by strong defense product shipments and a recovering avionics market[83] - The consolidated gross margin improved to 37.6% for the first quarter of 2022, up from 32.7% for the same period in 2021, reflecting increased business volume[84] - The company reported operating income of $221,000 for the first quarter of 2022, compared to an operating loss of ($60,000) for the same period in 2021[85] - Net income for the first quarter of 2022 was $169,000, compared to $27,000 for the same period in 2021, with diluted net income per share increasing to $0.03 from $0.01[90] Order Backlog - As of March 31, 2022, the company's order backlog was $36,991,000, a 24.1% increase from $29,797,000 at December 31, 2021, and an 81.4% increase compared to $20,388,000 as of March 31, 2021[81] Cash and Investments - Cash used in investing activities for the first quarter of 2022 was $6,810,000, significantly higher than $55,000 for the same period in 2021, primarily due to the purchase of $7,000,000 in marketable securities[93] - As of March 31, 2022, the company's consolidated working capital was $51,611,000, slightly up from $51,410,000 as of December 31, 2021[94] - The company has no borrowings outstanding under its revolving line of credit with Synovus Bank as of March 31, 2022, which has a limit of $3.5 million[96] - The company believes that existing cash, marketable securities, and cash generated from operations will provide sufficient liquidity for the next 12 months[97] Spin-Off Plans - The company plans to proceed with the Spin-Off of MtronPTI, which is expected to create two separate publicly-traded companies, allowing each to pursue distinct business strategies[99] Impact of COVID-19 - The effectiveness and adoption of COVID vaccines and therapeutics continue to impact business operations and financial performance[108] - Global vaccination programs' failure to achieve intended results may lead to prolonged economic and supply chain disruptions, adversely affecting operations[108] - Governmental and business actions in response to the pandemic include shutdown orders and travel restrictions, influencing supplier impacts[108] - The ongoing pandemic situation remains a significant risk factor for the company's future performance and operational results[108] - Market risk disclosures are not applicable for the current reporting period[109]

Financial Data and Key Metrics Changes - Fourth quarter revenues were $7.2 million, a decrease of $0.2 million or 2.6% compared to $7.4 million in Q4 2020 [6] - Full year revenues were $28.1 million, down $3.1 million or 9.7% from $31.2 million in 2020 [8] - Operating loss for Q4 was $596,000 compared to a loss of $138,000 in Q4 2020 [6] - Net income for the year was $14.6 million, significantly up from $1 million in the previous year, primarily due to SPAC-related investments [10] - Diluted earnings per share increased to $2.74 from $0.19 in 2020 [10] - Year-end net cash position, including marketable securities, was $45.8 million, equating to more than $8.5 per share [10] Business Line Data and Key Metrics Changes - The backlog at the end of the quarter was $29.8 million, up from $19.8 million at the beginning of the year and $21.8 million at the end of Q3 2021 [7] - Gross margins improved to 35.8% compared to 35.1% in the previous year [8] - The company reported an operating loss of $0.8 million for the full year, but excluding a non-cash charitable donation, operating income was $0.5 million compared to $1.4 million in 2020 [9] Market Data and Key Metrics Changes - The avionics market is recovering, contributing to backlog growth, with a significant order of $6.3 million related to a missile defense program expected to ship after 2022 [7][12] - The company noted that approximately 10% of the backlog growth is related to new products introduced in the past 12 to 18 months [17] Company Strategy and Development Direction - The MTronPTI spin-off plan is progressing, with shareholder approval targeted for Q2 2022, allowing each entity to pursue distinct strategic plans [14] - Post spin-off, the company will focus on profitable growth through acquisitions [33] Management's Comments on Operating Environment and Future Outlook - Management acknowledged challenges from inflation, supply chain disruptions, and workforce issues but expressed confidence in maintaining workforce levels [12][22] - The company is in the early stages of recovery in the avionics market, indicating potential for further growth in the coming quarters [21] Other Important Information - The company has released several new products in 2021, enhancing its presence in the military and aerospace markets [13] - Management has identified a team for the MTronPTI business and expects the spin-off to be completed in Q3 2022 [25] Q&A Session Summary Question: Can you quantify how much backlog growth is related to new business versus supply chain challenges? - Approximately 10% of the backlog growth is related to new products introduced in the past 12 to 18 months, with a small portion related to advanced orders due to supply chain issues [17] Question: Are there any new customers contributing to the backlog? - There is some new customer penetration, but a large part of the backlog is with existing customers [19] Question: What is the lag time for passing on cost increases to customers? - The lag generally varies from eight to 12 weeks or slightly beyond that [20] Question: How is the company addressing inflationary pressures and labor shortages? - The company is actively working with suppliers and identifying additional sources to combat inflationary pressures, while maintaining workforce levels [22] Question: What is the expected timeline for the MTronPTI spin-off? - The shareholder vote is targeted for Q2 2022, with the spin-off expected to be completed in Q3 2022 [23][25] Question: How might the war in Ukraine affect the defense business? - Increased defense spending could benefit the company, and there may be opportunities arising from sanctions on Russia [41]

Business Segments and Operations - The LGL Group operates through two segments: Electronic Components and Electronic Instruments, focusing on high-reliability frequency and spectrum control products[24]. - MtronPTI's product offerings include quartz crystal resonators and various types of oscillators, designed for applications requiring high reliability in harsh environments[30]. - PTF's Frequency and Time Reference Standards include GPS/GNS disciplined quartz frequency standards, which are critical for satellite communications[36]. - The company remains dependent on a single line of business, with virtually all revenues derived from electronic components[69]. Financial Performance - Total revenues for 2021 were $28,140,000, a decrease of $3,022,000, or 9.7%, from $31,162,000 in 2020[151]. - Net income for the year ended December 31, 2021, was approximately $14,638,000, a significant increase from $968,000 in 2020[72]. - The Company reported an operating loss of ($786,000) for 2021, compared to operating income of $1,415,000 for 2020[155]. - Basic net income per share for 2021 was $2.77, compared to $0.19 for 2020[164]. - The Company recognized a gain on equity investment in unconsolidated subsidiary of $59,453,000 for 2021, compared to a loss of ($262,000) in 2020[156]. - Realized loss on marketable securities was ($16,962,000) for 2021, compared to $74,000 of realized income for 2020[157]. - Unrealized loss on marketable securities was ($22,949,000) for 2021, with significant losses attributed to IRNT common stock[159]. - Cash provided by operating activities decreased to $1.4 million in 2021 from $3.2 million in 2020, primarily due to lower operating earnings[173]. Customer Concentration and Revenue Sources - In 2021, the largest customer accounted for $7.87 million, or 28.0%, of total revenues, while the second largest contributed $3.14 million, or 11.2%[42]. - As of December 31, 2021, four of the largest customers accounted for approximately 53.2% of accounts receivable, highlighting customer concentration risk[43]. - Domestic revenues in 2021 were $22,096,000, representing 78.5% of total consolidated revenues, a decrease from $23,752,000 or 76.2% in 2020[49]. - International revenues in 2021 were $6,044,000, accounting for 21.5% of total consolidated revenues, down from $7,410,000 or 23.8% in 2020[50]. - The majority of the company's revenues in 2021 and 2020 were derived from sales to manufacturers in the defense, aerospace, instrumentation, and industrial markets, with expectations for continued revenue from these sectors in 2022[78]. Spin-Off and Corporate Strategy - The Spin-Off of MtronPTI is intended to allow shareholders to evaluate the performance of each entity independently, pending stockholder approval[19]. - The Company plans to complete a Spin-Off of MtronPTI, subject to stockholder approval, creating two separate publicly-traded companies[180]. - The Spin-Off is expected to allow each entity to pursue distinct business strategies and capital allocation policies, potentially enhancing shareholder value[181]. - MtronPTI may face challenges in meeting capital needs post-Spin-Off due to the loss of financial support from the parent company[124]. Risks and Challenges - The COVID-19 pandemic has led to increased raw material prices and disruptions in global supply chains, affecting operations[67]. - The company faces risks related to supply chain inefficiencies and limited visibility in forecasting revenue projections due to the cyclical nature of its markets[78]. - The company is subject to significant procurement regulations as a supplier to U.S. Government defense contractors, which could increase compliance costs and affect operating margins[89]. - The company competes in highly competitive markets, with larger competitors having greater financial resources and capabilities, which could impact its operating results[86]. - The company may experience operational inefficiencies if it fails to integrate acquired businesses successfully, which could adversely affect financial condition and results[83]. Governance and Internal Controls - The management concluded that internal controls over financial reporting were effective as of December 31, 2021[197]. - The company is focused on maintaining adequate internal controls as part of its governance strategy[197]. - The board includes members with experience in mergers and acquisitions, enhancing the company's strategic capabilities[205]. - The Audit Committee consists of three members, all of whom are financially literate and independent under NYSE listing standards[212]. Shareholder Information - As of March 10, 2022, officers, directors, and 10% or greater stockholders control approximately 38.7% of the voting power of the outstanding shares[110]. - The common stock price fluctuated between $14.50 and $9.90 during the year 2021, indicating significant volatility in the market[108]. - The distribution of MtronPTI common stock may not qualify for tax-free treatment, potentially resulting in tax liabilities for stockholders[122].

Financial Performance - Total revenues for the three months ended September 30, 2021, were $7,501,000, a decrease of 7.1% from $8,071,000 for the same period in 2020[90]. - For the nine months ended September 30, 2021, total revenues were $20,919,000, a decrease of 11.9% from $23,748,000 for the same period in 2020[99]. - For the three months ended September 30, 2021, revenues were $7.501 million, a decrease from $8.071 million for the same period in 2020, representing a decline of approximately 7%[114]. - For the nine months ended September 30, 2021, revenues totaled $20.919 million, down from $23.748 million in 2020, reflecting a decrease of about 13%[114]. - The operating loss for the three months ended September 30, 2021, was $(746,000), compared to an operating income of $709,000 for the same period in 2020[114]. Net Income and Gains - The company reported a net income of $31,780,000 for the three months ended September 30, 2021, compared to $629,000 for the same period in 2020, driven by a gain from the Sponsor investment[98]. - The company recognized a gain on equity investment in unconsolidated subsidiary of $59,453,000 for the nine months ended September 30, 2021, compared to a loss of ($200,000) for the same period in 2020[102]. Cash Flow and Working Capital - Cash provided by operating activities for the nine months ended September 30, 2021, was $227,000, a significant decrease of $1.603 million compared to $1.830 million in 2020[116]. - Cash used in investing activities increased to $2.996 million for the nine months ended September 30, 2021, from $329,000 in 2020, primarily due to funding for the Company's PIPE subscription agreement[117]. - As of September 30, 2021, consolidated working capital was $74.170 million, a substantial increase from $30.384 million as of December 31, 2020[119]. - The Company had current assets of $77.126 million and current liabilities of $2.956 million as of September 30, 2021, resulting in a current ratio of 26.09 to 1.00[120]. Order Backlog - As of September 30, 2021, the company's order backlog was $21,849,000, a 10.3% increase from $19,801,000 at December 31, 2020, and a 1.8% increase compared to $21,456,000 as of September 30, 2020[87]. - The company expects to fill substantially all of its order backlog within the next twelve months but cannot assure what portion will be fulfilled in a given year[89]. Marketable Securities and Investments - The company held 1,388,620 IRNT common shares as of October 31, 2021, including 1,250,000 restricted shares[112]. - As of October 31, 2021, the Company sold 1,405,315 shares of IRNT common stock for approximately $16.9 million, retaining 1,388,620 shares in its portfolio[125]. - The Company's IRNT securities held at September 30, 2021, were marked to fair value of $44.4 million, with an average fair value of $15.90 per share[127]. Tax and Expenses - The company recorded a tax expense of $9,080,000 for the nine months ended September 30, 2021, compared to $282,000 for the same period in 2020, primarily due to increased income from the Sponsor investment[106]. COVID-19 Impacts - The company has identified potential delivery impacts from suppliers due to COVID-19, which could adversely affect contract deliveries[133]. - Delays in inspection, acceptance, and payment by customers, particularly for classified work, may impact sales and cash flows[134]. - Government funding priorities may shift due to the costs associated with the COVID-19 pandemic, potentially affecting future contract awards[134]. - The company is monitoring the impacts of COVID-19 on the fair value of its assets, with no current material impairments anticipated[136]. - Future changes in expectations for sales, earnings, and cash flows could lead to impairments of intangible assets and goodwill[136]. Strategic Initiatives - The Company plans to proceed with a spin-off of its MTronPTI subsidiary, which will be submitted for shareholder approval, aiming to enhance strategic focus and value for both entities[124].

Financial Performance - Total revenues for the three months ended June 30, 2021, were $6,882,000, a decrease of 2.5% compared to $7,059,000 for the same period in 2020[93] - Total revenues for the six months ended June 30, 2021, were $13,418,000, a decrease of $2,259,000 or 14.4% from $15,677,000 for the same period in 2020[100] - Net loss for the three months ended June 30, 2021, was $18,000, compared to net income of $255,000 for the same period in 2020[99] - Net income decreased to $9,000 compared to $438,000 for the six months ended June 30, 2020, with diluted net income per share at $0.00 versus $0.08[106] - Operating income for the three months ended June 30, 2021, was $616,000, compared to $184,000 for the same period in 2020, reflecting margin improvement[95] - Operating income was reported at $556,000, down from $844,000 for the six months ended June 30, 2020, reflecting reduced revenues[102] Margins and Costs - Consolidated gross margin improved to 39.7% from 31.8% for the three months ended June 30, 2020, due to favorable product mix and cost reductions[94] - Consolidated gross margin improved to 36.3% from 33.2% for the six months ended June 30, 2020, due to favorable product mix and cost reductions[101] Order and Bookings - The order backlog as of June 30, 2021, was $21,347,000, an increase of 7.8% from $19,801,000 at December 31, 2020[85] - Quarterly bookings for the second quarter of 2021 were $7,841,000, an increase of 12.0% compared to 2020 levels[85] - The Company expects to fill substantially all of its order backlog within the next twelve months but cannot provide assurances regarding the fulfillment of specific orders[87] Investments and Financing - The Company invested $3.35 million in LGL Systems Acquisition Holding Company, LLC, which serves as the Sponsor of LGL Systems Acquisition Corp.[88] - The SPAC IPO closed on November 12, 2019, with proceeds totaling $172.5 million[89] - The company has a revolving line of credit with Synovus Bank for up to $3.5 million, with no borrowings outstanding as of June 30, 2021[112] Cash Flow and Capital - Cash provided by operating activities was $48,000 for the six months ended June 30, 2021, down from $871,000 in the same period of 2020[108] - Cash used in investing activities increased to $3,125,000 from $105,000, primarily due to funding for the PIPE subscription agreement and higher capital expenditures[109] - As of June 30, 2021, consolidated working capital was $28,437,000, down from $30,384,000 as of December 31, 2020[111] Dividend Policy and COVID-19 Impact - The company does not pay cash dividends, adhering to a policy focused on long-term growth objectives[114] - The company continues to monitor the impact of COVID-19 on its operations and industry, which could materially disrupt business[113]

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 transition period from ____________ to ____________ Commission File No. 001-00106 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of Incorporation or Organization) 2525 Shader Rd., Orlando, Florida 32804 (Address of principal executive offices) (Zip Code) Delaware ...

Business Segments and Operations - The LGL Group, Inc. operates through two segments: Electronic Components and Electronic Instruments, focusing on high-reliability frequency and spectrum control products [19]. - The company remains dependent on a single line of business, with virtually all revenues in 2020 and 2019 derived from electronic components [61]. - The company expects that the electronic components product line will continue to account for substantially all revenues in 2021 [61]. Revenue and Customer Concentration - In 2020, the largest customer accounted for $5,324,000, or 17.1% of total revenues, while the second largest customer accounted for $4,351,000, or 14.0% of total revenues [37]. - The largest customer accounted for $5,324,000, or 17.1% of total revenues in 2020, up from $3,187,000, or 10.0% in 2019 [65]. - The second largest customer contributed $4,351,000, or 14.0% of total revenues in 2020, compared to $5,522,000, or 17.3% in 2019 [65]. - As of December 31, 2020, four largest customers represented approximately $1,856,000, or 43.1% of accounts receivable, compared to 40% in 2019 [66]. - Foreign revenues accounted for 23.8% and 26.6% of consolidated revenues in 2020 and 2019, respectively, indicating a significant reliance on international sales [92]. Financial Performance - Total revenues for 2020 were $31,162,000, a decrease of 2.3% from $31,897,000 in 2019 [133]. - Net income for 2020 was $968,000, down from $7,016,000 in 2019, representing a decline of 86.2% [133]. - The company’s operating income for 2020 was $1,415,000, a decrease of 58.8% from $3,439,000 in 2019 [133]. - Consolidated gross margin decreased to 35.1% compared to 39.2% for the prior year, impacted by a shift in product mix and increased production costs due to COVID-19 [152]. Cash Flow and Liquidity - Cash and cash equivalents increased to $18,331,000 in 2020 from $12,453,000 in 2019, a growth of 47.2% [133]. - Cash provided by operating activities was $3,192,000 for 2020, an increase from $2,666,000 in 2019, primarily due to favorable changes in accounts receivable and inventory levels [164]. - Cash used in investing activities decreased significantly to $428,000 in 2020 from $6,163,000 in 2019, reflecting reduced capital expenditures and investments [165]. - Cash provided by financing activities increased to $3,114,000 in 2020 from $442,000 in 2019, mainly due to the sale of securities under the ATM Offering [166]. Research and Development - Research and development expenses were approximately $2,142,000 in 2020, compared to $2,004,000 in 2019, indicating a focus on revitalizing intellectual property [41]. - MtronPTI's product development emphasizes smaller packages, lower power, and new materials to enhance performance in harsh environments [27]. Compliance and Regulations - The company is subject to significant government regulations and audits, which may increase compliance costs and impact financial results [54]. - The company is required to comply with the Cybersecurity Maturity Model Certification (CMMC) program, which may increase compliance costs and affect operating margins [81]. - The company must maintain effective internal control over financial reporting to ensure accurate and timely financial results, as required by the Sarbanes-Oxley Act [97]. COVID-19 Impact - The outbreak of COVID-19 has disrupted supply chains, affecting the availability of components and raw materials, leading to potential redesigns and shipment delays [50]. - The ongoing effects of the COVID-19 pandemic have caused disruptions, including the temporary closure of the Noida facility, which resumed full operations by June 2020 [99]. - The company anticipates that the impact of COVID-19 on future results will depend on developments related to the pandemic and government responses [140]. - Management continues to monitor the impacts of COVID-19 on customers and suppliers, ensuring sufficient liquidity for ongoing working capital and capital expenditure requirements for the next 12 months [168]. Shareholder and Governance - The company’s officers, directors, and 10% or greater stockholders control approximately 43.8% of the voting power, which may affect corporate governance and stockholder interests [108]. - The Audit Committee consists of members who are financially literate and independent, with Mr. Hunter serving as Chairman and qualifying as the financial expert [193]. - The company adopted a code of ethics applicable to all employees, including principal executive and financial officers [192]. Stock and Equity - The company authorized a stock repurchase program for up to 540,000 shares, with 81,584 shares repurchased at a cost of $580,000 as of December 31, 2020 [126]. - The total number of common stock outstanding as of March 16, 2021, is 5,327,966 shares [206]. - The equity compensation plan has 58,050 options outstanding with a weighted average exercise price of $8.55, and 290,091 shares available for future issuance [208].

Financial Data and Key Metrics Changes - The company's annual revenue for 2020 was $31.2 million, a decline of $0.7 million or 2.2% compared to $31.9 million in 2019 [30] - Gross margins decreased from 39.2% in 2019 to 31% in 2020, returning to historic gross margins in the strong mid-30s [30] - Adjusted EBITDA for 2020 was reported at 8.6% [30] - The backlog decreased from $21.9 million in 2019 to $19.8 million in 2020, remaining strong and steady going into 2021 [30] Business Line Data and Key Metrics Changes - The avionics market experienced a decline due to COVID-19, but increased revenues were seen in the space, defense, and medical markets [30] - MTronPTI, the principal operating subsidiary, focused on becoming a preferred supplier in the defense landscape, particularly in avionics, military, aerospace, and space markets [24] Market Data and Key Metrics Changes - The company faced significant shifts in customer mix, particularly with a decline in the aerospace industry due to COVID-19 [7] - Despite the challenges, MTronPTI managed to keep revenues close to 2019 levels, indicating resilience in its operations [23] Company Strategy and Development Direction - The company intends to continue participating in SPAC sponsorships across multiple industry verticals, viewing it as a way to deploy capital and earn returns [7] - Future growth opportunities are expected to come from developing new technologies and products, as well as pursuing synergistic acquisitions [28] - The company aims to broaden its franchise by expanding into new markets and enhancing its product offerings [12] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the challenges posed by COVID-19 but expressed confidence in the company's ability to adapt and grow [7] - The focus will be on cash generation, efficiencies, and excellence, with an emphasis on M&A opportunities [11] - The management team is optimistic about the future, highlighting the potential for growth through product development and market share gains [32] Other Important Information - The company has $24 million in cash and marketable securities as of December 31, 2020 [6] - A merger with IronNet Cybersecurity through LGL Systems Acquisition Corp was announced, which is expected to provide economic value to the company [36] Q&A Session Summary Question: Can you provide parameters around the SPAC franchise business and the significance of the IronNet deal? - The IronNet transaction has met its financing conditions to close, with an estimated economic value of about $12 million for The LGL Group, not including potential share price appreciation [36] Question: Clarification on the investment in SPAC and warrants? - The company invested in the SPAC sponsor, which includes both B shares and warrants, thus taking on all risk capital [40] Question: How does the current investment value look? - The economic interest is approximately $24 million in cash plus about $15 million at $10 per share, totaling around $40 million [43]

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 September 30, 2020 OR ☐ 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 ...

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 June 30, 2020 OR ☐ 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) (State or Other Jurisdict ...