Note 8 - Related Party Transactions

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Related Party Transactions Disclosure [Text Block]

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 if one 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. or one 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, 2023 and 2022, 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 are not 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.

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 the two 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") Sections 355 and 368(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, 2023 and 2022, no taxes related to the Distribution have been recorded in the Consolidated Financial Statements.

Other Transactions

For the years ended  December 31, 2023 and 2022, 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.