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Note 1 - Overview and Basis of Presentation
9 Months Ended
Sep. 30, 2026
Notes to Financial Statements  
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

1. Overview and Basis of Presentation

 

Overview

 

The LGL Group, Inc. is a holding company that acquires, owns, and builds businesses and makes strategic investments, with an emphasis on critical technologies. The Company was incorporated in 1928 under the laws of the State of Indiana, reincorporated under the laws of the State of Delaware in 2007, and subsequently reincorporated under the laws of the State of Nevada in September 2026, following approval by the Company's stockholders at its 2026 Annual Meeting of Stockholders. The Company operates through two complementary business activities: Platform Operations and Merchant Investment. Unless the context indicates otherwise, the terms "LGL," "LGL Group," "we," "us," "our," or the "Company" mean The LGL Group, Inc. and its consolidated subsidiaries.

 

The Company’s Platform Operations business develops businesses through organic growth, operational improvement, and complementary acquisitions. It is anchored by its subsidiary Precise Time and Frequency, LLC ("PTF"), which has operations in Wakefield, Massachusetts. PTF is engaged in the design of high-performance Frequency and Time Reference Standards that form the basis for timing and synchronization in various applications.

 

The Company's Merchant Investment business deploys capital through minority investments, co-investments, and strategic partnerships, including through special purpose vehicles that may be syndicated for investment and involve certain fee-generating activities. The Company could act as the financial and management sponsor, raise capital from external nonaffiliated investors, and may receive management fees and success-based incentives in accordance with market practice. The Merchant Investment business is operated through its subsidiary Lynch Capital International, LLC ("Lynch Capital").

 

Skyline Transaction

In June 2026, Lynch Capital sponsored a syndicated transaction to raise up to $3,000 for an investment into a convertible promissory note (the "Skyline Note") issued by Skyline Instruments Corporation ("Skyline"), a dual-use commercial and defense technology company developing precision timing and synchronized sensing infrastructure for environments where GPS is fragile, contested or unavailable.

 

Investor capital is pooled in Skyline Instruments  May 2026, a Series of CGF2021 LLC ("Skyline SPV"), which holds the Skyline Note. Lynch Capital serves as investment advisor to Skyline SPV pursuant to an investment advisory agreement (the "Skyline IAA"). Under a side letter between Skyline SPV and Skyline (the "Side Letter"), Skyline SPV holds a board designation right, participation rights in future financings, and approval rights over certain extraordinary events at Skyline, and the Company’s Chief Executive Officer serves as Skyline SPV’s designee on Skyline’s board of directors.

 

Skyline SPV raised $2,000 in June 2026 (the "First Closing"), including $850 from Lynch Capital, and $505 from a new third-party investor in July 2026 (the "Second Closing"). It invested $1,968 and $496, respectively, in the Skyline Note, net of formation and administrative expenses. Lynch Capital’s equity interest in Skyline SPV was 42.5% after the First Closing and 33.9% as of September 30, 2026. The Company consolidates Skyline SPV. Refer to Note 2 - Summary of Significant Accounting Policies, Note 5 - Fair Value Measurements, and Note 6 - Variable Interest Entities for further information.

 

Basis of Presentation

 

These unaudited Condensed Consolidated Financial Statements do not include all disclosures that are normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") and should be read in conjunction with the audited Consolidated Financial Statements and the related notes included in our Annual Report on Form 10-K for the year ended  December 31, 2025 (the "2025 Annual Report") filed with the Securities and Exchange Commission (the "SEC") on  March 30, 2026. The consolidated financial information as of  December 31, 2025 included herein has been derived from the audited Consolidated Financial Statements in the 2025 Annual Report.

 

 

The Condensed Consolidated Financial Statements include the accounts of The LGL Group, Inc., its majority-owned subsidiaries, and variable interest entities ("VIEs") of which we are the primary beneficiary.

 

In the opinion of management, these Condensed Consolidated Financial Statements contain all adjustments (consisting of normal recurring adjustments, including eliminations of material intercompany accounts and transactions) considered necessary for a fair statement of the results presented herein. Operating results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results that may be expected for the full year ending  December 31, 2026.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.