Skip to main content

LGL GROUP INC

For the period ended Dec 31, 2023. Filed Apr 1, 2024.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Apr 1, 2024

LGL$6.77+2.1%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits
Contents

Related Party Transactions

8.** Related Party Transactions

In the normal course of business, the Company enters into various transactions with affiliated companies. Parties are considered to be related ifone party has the ability to control or exercise significant influence over the other party in making financial or operating decisions.

The material agreements whereby the Company generated revenues and expenses with affiliated entities are discussed below:

Investment Activity with GAMCO Investors, Inc.

Certain balances held and invested in various mutual funds are managed or advised by GAMCO Investors, Inc. orone of its subsidiaries (collectively, "GAMCO" or the "Fund Manager"), which is related to the Company through certain of our shareholders. All investments, including those in related party mutual funds, are overseen by the independent Investment Committee of the Board of Directors (the "Investment Committee"). The Investment Committee meets regularly to review the alternatives and has determined the current investments most reflect the Company's objective of lower cost, market return and adherence to having a larger proportion of underlying investments directly in United States Treasuries. For the years ended* December 31, 2023and2022*, the Company paid the Fund Manager a fund management fee of approximately 17 bps and 52 bps, respectively, annually on assets balances under management, which arenot paid directly by the Company and are deducted prior to a fund striking its net asset value ("NAV").

As of* December 31, 2023*, the balance with the Fund Manager totaled $32,568, all of which was classified within Cash and cash equivalents on the Consolidated Balance Sheets. As of* December 31, 2022*, the balance with the Fund Manager totaled $26,811, of which $10,295 was classified within Cash and cash equivalents and $16,516 is classified as Marketable securities on the Consolidated Balance Sheets.

For the year ended* December 31, 2023*, the Company earned income on its investments with the Fund Manager totaling $1,677, of which $1,307 was included in Net investment income and $370 was included in Net gains (losses) on the Consolidated Statements of Operations.

63

Transactions with M-tron Industries, Inc.

Transitional Administrative and Management Services**Agreement

LGL Group and MtronPTI entered into an Amended and Restated Transitional Administrative and Management Services Agreement ("MtronPTI TSA"), which sets out the terms for services to be provided between thetwo companies post-separation. The current terms result in a net monthly payment of $4 per month to MtronPTI.

Tax Indemnity and Sharing Agreement

LGL Group and MtronPTI entered into a Tax Indemnity and Sharing Agreement ("MtronPTI Tax Agreement"), which sets out the terms for which party would be responsible for taxes imposed on the Company if the Distribution, together with certain related transactions, were to fail to qualify as a tax-free transaction under Internal Revenue Code ("IRC") Sections355 and368(a)(1)(D) if such failure were the result of actions taken after the Distribution by the Company or MtronPTI.

For the years ended* December 31, 2023and2022*, no taxes related to the Distribution have been recorded in the Consolidated Financial Statements.

Other Transactions

For the years ended* December 31, 2023and2022*, MtronPTI agreed to reimburse the Company $28 and $219, respectively, of excess Separation Costs, which were recorded as a reduction to Separation Costs and are included within Income from discontinued operations, net of tax on the Consolidated Statements of Operations.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.