LGL GROUP INC
For the period ended Dec 31, 2023. Filed Apr 1, 2024.
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FY2023 · Filed Apr 1, 2024
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Notes to the Consolidated Financial Statements
1. Basis of Presentation
The LGL Group, Inc. is a holding company engaged in services, merchant investment, and manufacturing business activities. LGL Group was incorporated in1928 under the laws of the State of Indiana and reincorporated under the laws of the State of Delaware in2007. Unless the context indicates otherwise, the terms "LGL Group," "LGL," "we," "us," "our," or the "Company" mean The LGL Group, Inc. and its consolidated subsidiaries.
The Company’s manufacturing business is operated through 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.
As part of our ongoing efforts developing our Merchant Investment segment, the Company took additional steps and solidified its role as the Managing Partner of a syndicated investment partnership. We have pursued opportunities for direct investing for control, direct investing as a minority with the ability to influence such as through board representation and direct investing to build an industry platform to acquire and build along an industry vertical.
The 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.
These consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Intercompany accounts and transactions have been eliminated in consolidation.
Certain prior period balances within the Notes to the Consolidated Financial Statements were reclassified to conform with the current period presentation, including:
| • | Note 5 - Investments: within the Marketable Securities table, Equity fund and other securities was separated into two line items: Equity securities and Mutual funds. IronNet was reclassified to be included within Equity securities. |
| • | Note 15 - Other Financial Statement Information: |
| ◦ | Inventories, Net table: the components of Inventory, net are shown gross of Reserve for excess and obsolete inventory |
| ◦ | Intangible Assets, Net: the components of Intangible assets, net are shown gross of Accumulated amortization |
Spin-Off of M-tron Industries, Inc.
On* October 7, 2022,*the tax-free spin-off of the M-tron Industries, Inc. ("MtronPTI") business into an independent, publicly traded company was completed (the "Separation" or "Spin-Off") and MtronPTI became an independent, publicly traded company trading on the NYSE American under the stock symbol "MPTI."
The Separation was achieved through LGL’s distribution (the "Distribution") of 100% of the shares of MtronPTI's common stock to holders of LGL's common stock as of the close of business on the record date of* September 30, 2022.*LGL's stockholders of record receivedone-half share of MtronPTI's common stock for every share of LGL's common stock. LGL retainedno ownership interest in the MtronPTI business following the Separation.No gain or loss was recorded in connection with the Separation.
The historical financial results of the MtronPTI business for periods prior to the distribution date along with the related direct costs of the Separation ("Separation Costs") are reflected in the Company’s consolidated financial statements as discontinued operations. Unless otherwise noted, discussion in these Notes to the Consolidated Financial Statements refers to our continuing operations. Refer to Note3 - Discontinued Operations for additional information.
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