Note 7 - Related Party Transactions

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Related Party Transactions Disclosure [Text Block]

7. Related Party Transactions

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

The following table summarizes income and expenses from transactions with related parties for the three months ended  March 31, 2024 and 2023:

	Three Months Ended March 31,
	2024					2023
	Income		Expense			Income		Expense
GAMCO Investors, Inc.	$	408	$	—		$	434	$	—
M-tron Industries, Inc.		—		(14	)		—		(16	)
Total	$	408	$	(14	)	$	434	$	(16	)

The following table summarizes assets and liabilities with related parties as of  March 31, 2024 and December 31, 2023:

	March 31, 2024				December 31, 2023
	Assets		Liabilities		Assets		Liabilities
GAMCO Investors, Inc.	$	32,977	$	—	$	32,568	$	—
M-tron Industries, Inc.		5		—		—		—
Total	$	32,982	$	—	$	32,568	$	—

The material agreements whereby the Company generates 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 three months ended March 31, 2024 and 2023, the Company paid the Fund Manager a fund management fee of approximately 8 basis points and 40 basis points per annum, respectively, of the asset 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 March 31, 2024, the balance with the Fund Manager totaled $32,977, all of which is classified within Cash and cash equivalents on the Condensed Consolidated Balance Sheets. As of December 31, 2023, the balance with the Fund Manager totaled $32,568, all of which is classified within Cash and cash equivalents on the Condensed Consolidated Balance Sheets.

For the three months ended March 31, 2024, the Company earned income on its investments with the Fund Manager totaling $408, all of which was included in Net investment income on the Condensed Consolidated Statements of Operations. For the three months ended  March 31, 2023, the Company earned income on its investments with the Fund Manager totaling $434, of which $121 was included in Net investment income and $313 was included in Net (losses) gains on the Condensed Consolidated Statements of Operations.

Transactions with M-tron Industries, Inc.

Transitional Administrative and Management Services Agreement

On October 7, 2022, the separation of the M-tron Industries, Inc. ("MtronPTI") business from the Company was completed (the "Separation") and the business became an independent, publicly traded company trading on the NYSE American under the stock symbol "MPTI." The Separation was completed through the Company's distribution (the "Distribution") of 100% of the shares of MtronPTI's common stock to holders of the Company's common stock as of the close of business on September 30, 2022, the record date for the Distribution.

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.

For the three months ended March 31, 2024 and 2023, the Company paid MtronPTI $12 under the terms of the MtronPTI TSA, which were recorded in Engineering, selling and administrative on the Condensed Consolidated Statements of Operations.

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 three months ended  March 31, 2024 and 2023, no taxes related to the Distribution have been recorded in the Condensed Consolidated Financial Statements.

Other Transactions

MtronPTI and LGL Group have agreed to share salaries and benefits related to certain employees incurred by the Company. For the three months ended March 31, 2024, MtronPTI reimbursed the Company $26 of the salaries and benefits of certain employees, which represents 50% of those costs and were recorded as a reduction to Engineering, selling and administrative on the Condensed Consolidated Statements of Operations.

MtronPTI and LGL Group have agreed to share any excess Separation costs. Included in discontinued operations is $28, which represents 50% of the excess Separation costs incurred for the quarter ended March 31, 2023.