As filed with the Securities and Exchange Commission on ~~November~~May 26, ~~2001~~ 2020

Registration No. 333- ~~================================================================================~~

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION ~~WASHINGTON, DC~~
Washington, D.C. 20549 ~~---------------------------~~

FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ~~---------------------------~~

MORGAN GROUP HOLDING CO. ~~(Exact~~
(Exact name of ~~Registrant~~registrant as specified in its charter) DELAWARE 6719 13-4196940 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number)

Delaware			6211			13-4196940
(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

401 Theodore Fremd Avenue
Rye, New York 10580 ~~(914) 921-8821 (Address,~~
914-921-1877
(Address, including zip code, and telephone number, including area code, of ~~Registrant's~~registrant’s principal executive offices) ~~John Fikre, Esq. Lynch Interactive Corporation~~

Vincent M. Amabile, Jr.
Chief Executive Officer
Morgan Group Holding Co.
401 Theodore Fremd Avenue
Rye, New York 10580 ~~(914) 921-8821 (Name,~~
914-921-1877
(Name, address, including zip code, and telephone number, including area code, of agent offor service) ~~Copy~~

With a copy to: ~~David J. Adler,~~

Michael L. Zuppone, Esq. ~~Olshan Grundman Frome Rosenzweig & Wolosky~~
Paul Hastings LLP ~~505~~
200 Park Avenue
New York, ~~New York 10022~~ NY 10166
(212) ~~753-7200 Approximate date of commencement of proposed sale to the public:~~ 318-6000

As soon as practicable after the effective date of this ~~Registration Statement.~~ registration statement.

(Approximate date of commencement of proposed sale to the public)

If any of the securities being registered on this ~~form~~Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ~~/ /~~ ☐

If this ~~form~~Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, ~~of 1933, please~~ check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ~~/ /~~ ☐

If this ~~form~~Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, ~~of 1933,~~ check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ~~/ /~~ ☐

If ~~delivery of the prospectus~~this Form is ~~expected to be made~~a post-effective amendment filed pursuant to Rule ~~434, please check the following box. / /~~ CALCULATION OF REGISTRATION FEE ========================================================================================================== Proposed Proposed Title of Amount Maximum Maximum Amount of Securities to be Offering Aggregate Registration to be registered registered(1) Price Offering fee per share(2) Price - ---------------------------------------------------------------------------------------------------------- Common Stock, $.001 par value per 2,820,051 $1.98 $5,583,701 $1,395.93 share (1)................ ========================================================================================================== (1) Shares of common stock of the registrant being distributed to stockholders of Lynch Interactive Corporation. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f)(2)462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Common stock, par value $0.01 per share

50,000,000

Not applicable

$8,500,000

$1,103.30

(1)

This Registration Statement registers the maximum number of shares of the Registrant’s common stock, par value $0.01 per share, that will be distributed by Associated Capital Group, Inc., referred to as ACG, to the holders of ACG’s class A and class B common stock pursuant to a spin-off transaction. Pursuant to Rule 416 under the Securities Act of 1933, as amended, the shares being registered hereunder include such indeterminate number of shares of common stock, as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.

(2)

Pursuant to Rule 457(c), and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share and the proposed maximum aggregate offering price are based upon a market value of $0.17 per share of the Registrant’s common stock, determined by the average of the high and low prices reported in the over-the-counter market on May 21, 2020, which is a date that within five business days prior to the date of filing this Registration Statement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the ~~book value~~adequacy or accuracy of this prospectus. Any representation to the ~~Common Stock computed as of September 30, 2001.~~ contrary is a criminal offense.

The Registrant hereby amends this ~~registration statement~~Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this ~~registration statement~~Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the ~~registration statement~~Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to ~~said~~ Section 8(a), may determine. ii

The information in this ~~prospectus~~Prospectus is not complete and may be changed. We may not ~~distribute~~issue these securities until the registration statement filed with the Securities and Exchange ~~Commision~~Commission is effective. This ~~prospectus~~Prospectus is not an offer to sell ~~those~~these securities and it is not soliciting an offer to buy these securities in any ~~state~~jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED ~~NOVEMBER~~MAY 26, ~~2001 2,820,051 Shares~~2020

Morgan Group Holding Co.

50,000,000 shares of Common Stock
(par value $0.01 per share)

This Prospectus is being furnished to you as a stockholder of Associated Capital Group, Inc., referred to as ACG. ACG plans to effect a distribution, referred to as the Spin-Off or the Distribution, to its stockholders of 50,000,000 shares of common stock, par value $0.01 per share, referred to as our Common Stock ~~MORGAN GROUP HOLDING CO. Lynch Interactive Corporation currently owns all~~or Common Stock, of ~~our~~Morgan Group Holding Co., referred to as the Company, beneficially held by ACG immediately prior to the Spin-Off. Immediately prior to the time of the Distribution, ACG will hold approximately 83.3% of the outstanding shares of Common Stock.

At the time of the Spin-Off, ACG will distribute 50,000,000 shares of Common Stock beneficially held by it on a pro rata basis to holders of class A and class B common stock, ~~which represents 100%~~par value $0.001 per share, of ~~our equity securities. Lynch Interactive Corporation intends~~ACG, collectively referred to ~~spin off 2,820,051~~as ACG common stock. Each share of ACG common stock outstanding as of 5:00 p.m., New York City time, on , 2020, referred to as the Record Date, will entitle the holder thereof to receive shares of our ~~common stock through~~Common Stock. The Distribution will be made in book-entry form by a distribution agent. Fractional shares of Common Stock will not be distributed in the Spin-Off. In lieu of fractional shares, the distribution agent will aggregate fractional shares into whole shares, sell the whole shares in the open market at prevailing market prices and distribute the aggregate cash proceeds of the sales, net of brokerage fees and other costs, pro rata ~~distribution~~ to ~~its stockholders. As a result of the spin-off,~~ each holder (net of ~~Lynch Interactive Corporation common stock~~any required withholding for taxes applicable to each holder) who would otherwise have been entitled to receive a fractional share in the distribution.

The Spin-Off will ~~receive one share~~be effective as of ~~our common stock for each share~~5:00 p.m., New York City time, on , 2020, referred to as the Distribution Date. Immediately after the Spin-Off, the Company will be a publicly-traded company, independent of ~~Lynch Interactive Corporation common stock held at the close of business~~ACG’s ownership and control.

ACG’s stockholders are not required to vote on [__________], 2001, the record date for the spin-off. We are sending you this prospectus to describe the spin-off. We expect the spin-off to occur on [_________], 2001. No stockholder vote is required for the spin-off to occur, and you do not need toor take any other action to receive our common stock. This means that: o you do not need to pay anything to Lynch Interactive Corporation or to us; and o you do not need to surrender any shares of Lynch Interactive Corporation stock to receive your shares of our common stock. We do not expect our common stock to be listed on any national securities exchange or quotation system. As a result ofin connection with the spin-off, Lynch Interactive Corporation may be considered an underwriter and selling stockholder for purposes of liability under Section 11 of the Securities Act of 1933, as amended. The securities offered involve a high degree of risk. See "Risk Factors" on pages 6 through 9 below. --------------------------Spin-Off. We are not asking you for a proxy, ~~or for any consideration,~~ and we request that you ~~are requested~~do not to send us a proxy. ACG stockholders will not be required to pay any consideration for our Common Stock they receive in the Spin-Off, and they will not be required to surrender or exchange their shares of ACG common stock or take any ~~consideration. --------------------------~~ other action in connection with the Spin-Off.

Our Common Stock is not listed on any securities exchange and currently trades in the over-the-counter market where quotations are available through OTC Pink^®’s quotation service under the symbol “MGHL.”

In reviewing this Prospectus, you should carefully consider the matters described in the section titled “Risk Factors” beginning on page 8 of this Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this ~~prospectus~~Prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ~~-------------------------~~

This Prospectus is not an offer to sell, or a solicitation of an offer to buy, any securities.

The date of this ~~prospectus~~Prospectus is ~~[_____________]~~, ~~200[_]~~2020.

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QUESTIONS AND ANSWERS ABOUT THE SPIN-OFF

The following questions and answers briefly address some commonly asked questions about the Spin-Off. They may not include all the information that is important to you. We encourage you to read carefully this entire Prospectus and the other documents to which we have referred you. We have included references in certain parts of this section to direct you to a more detailed discussion of each topic presented in this section.

Q:	What is the Spin-Off?

The Spin-Off is the method by which we will separate from ACG. ACG currently beneficially owns through its wholly owned subsidiary, Institutional Services Holdings, LLC (“ISH”), 50,000,000 shares of our Common Stock. In the Spin-Off, ACG will distribute to holders of ACG common stock 50,000,000 shares of our Common Stock. Following the Spin-Off, we will remain a publicly-traded company, and ACG will not retain any ownership interest in or otherwise possess control over us.

Q:	Will the number of shares of ACG common stock I own change as a result of the Spin-Off?

A:	No, the number of shares of ACG common stock you own will not change as a result of the Spin-Off.

Q:	What are the reasons for the Spin-Off?

A:	The board of directors of ACG (“ACG Board”) considered the following potential benefits in deciding to pursue the Spin-Off:

ACG’s and the Company’s expectation that the Spin-Off will enhance the ability of ACG and the Company to focus on their respective strategies. ACG will continue to expand and diversify its alternative investment management business and we will continue to operate and pursue growth in its institutional research and brokerage business as separate companies.

ACG recognizes that our near-term goals for our business include growth through acquisitions or mergers funded, in part, with capital raises and strategic alliances with other companies. We have not targeted any companies for acquisition and have no specific plan concerning identified capital requirements to achieve these goals. We believe that our growth strategy will be facilitated if we operate separately from under the control of ACG and can pursue a capital structure without any consideration of the impact on ACG.

The Spin-Off will establish the Company as a publicly traded company no longer owned and controlled by ACG, which we believe will meaningfully enhance our market profile, and thereby provide us with business opportunities without influence of ACG which may have competing interests from time to time.

The separation resulting from the Spin-Off will reduce direct conflicts of interest between the two companies that may otherwise result from the direct parent-subsidiary control relationship that will no longer exist following the Spin Off.

Q:	Why is the separation of the Company structured as a spin-off?

A:	ACG believes that a distribution of our Common Stock is the most efficient way to separate our business from ACG in a manner that will achieve the above benefits.

Q:	What will I receive in the Spin-Off?

As a holder of ACG common stock, you will receive a dividend of shares of our Common Stock for every share of ACG common stock you hold on the Record Date (as defined below). The distribution agent will distribute only whole shares of our Common Stock in the Spin-Off. See “Questions and Answers About the Spin-Off—How will fractional shares be treated in the Spin-Off?” for more information on the treatment of the fractional share you may be entitled to receive in the Spin-Off. Your proportionate interest in ACG will not change as a result of the Spin-Off. For a more detailed description, see “The Spin-Off.”

Q:	What is being distributed to holders of ACG common stock in the Spin-Off?

A:	ACG will distribute 50,000,000 shares of Common Stock in the Spin-Off, which constitutes approximately 83.3% of the outstanding shares of our Common Stock. The shares of our Common Stock that ACG

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distributes will constitute all of the issued and outstanding shares of our Common Stock beneficially held by ACG immediately prior to the Spin-Off. For more information on the shares being distributed in the Spin-Off, see “Description of Our Capital Stock—Common Stock.”

Q:	What is the record date for the Distribution?

A:	ACG will designate 5:00 p.m., New York City time, on , 2020 (the “Record Date”), as the record ownership date for the Distribution.

Q:	When will the Distribution to holders of ACG common stock occur?

The Distribution will be effective as of 5:00 p.m., New York City time on , 2020 (the “Distribution Date”). On or shortly after the Distribution Date, the whole shares of our Common Stock will be credited in book-entry accounts for stockholders entitled to receive those shares in the Distribution. We expect that it may take the distribution agent up to two weeks after the Distribution Date to fully distribute the shares of our Common Stock to ACG stockholders. See “Questions and Answers About the Spin-Off—How will ACG distribute shares of our Common Stock?” for more information on how to access your book-entry account or your bank, brokerage or other account holding our Common Stock you will receive in the Distribution.

Q:	What do I have to do to participate in the Distribution?

You are not required to take any action, but we urge you to read this Prospectus carefully. Holders of ACG common stock on the Record Date will not need to pay any cash or deliver any other consideration, including any shares of ACG common stock, in order to receive shares of our Common Stock in the Distribution. No stockholder approval of the Distribution is required. We are not asking you for a vote, and we request that you do not send us a proxy card.

Q:	If I sell my shares of ACG common stock on or before the Distribution Date, will I still be entitled to receive shares of Common Stock in the Distribution?

If you hold shares of ACG common stock on the Record Date and decide to sell them on or before the Distribution Date, you may choose to sell your ACG common stock with or without your entitlement to our Common Stock. You should discuss these alternatives with your bank, broker or other nominee. See “The Spin-Off—Trading Prior to the Distribution Date” for more information.

Q:	How will ACG distribute shares of our Common Stock?

Registered stockholders: If you are a registered stockholder (meaning you own your shares of ACG common stock directly through ACG’s transfer agent, Computershare Trust Company, N.A. (“Computershare”)), our transfer agent, American Stock Transfer & Trust Company, LLC, which is serving as the distribution agent in connection with the Distribution, will credit the whole shares of our Common Stock you receive in the Distribution to a new book-entry account on or shortly after the Distribution Date. Our distribution agent will mail you a book-entry account statement that reflects the number of whole shares of our Common Stock you own. You will be able to access information regarding your book-entry account holding our Common Stock at American Stock Transfer & Trust Company, LLC.

“Street name” or beneficial stockholders: If you own your shares of ACG common stock beneficially through a bank, broker or other nominee, your bank, broker or other nominee will credit your account with the whole shares of our Common Stock you receive in the Distribution on or shortly after the Distribution Date. Please contact your bank, broker or other nominee for further information about your account.

We will not issue any physical stock certificates to any stockholders, even if requested. See “The Spin-Off—When and How You Will Receive Company Common Stock” for a more detailed explanation.

Q:	How will fractional shares be treated in the Distribution?

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fractional share. The distribution agent will then distribute the aggregate cash proceeds of the sales, net of brokerage fees and other costs, pro rata to these holders (net of any required withholding for taxes applicable to each holder). ~~PROSPECTUS~~ We anticipate that the distribution agent will make these sales within three trading days following the Distribution Date. See “The Spin-Off—Treatment of Fractional Shares” for a more detailed explanation of the treatment of fractional shares.

Q:	What are the U.S. federal income tax consequences to me of the Distribution?

For U.S. federal income tax purposes, no gain or loss is expected to be recognized by, or be includible in the income of, a U.S. Holder (as defined in “Material U.S. Federal Income Tax Consequences of the Spin-Off”) as a result of the Distribution, except with respect to any cash received by ACG stockholders in lieu of fractional shares. In addition, the aggregate tax basis of the ACG common stock and our Common Stock held by each U.S. Holder immediately after the Distribution will be the same as the aggregate tax basis of the ACG common stock held by the U.S. Holder immediately before the Distribution, allocated between the ACG common stock and our Common Stock in proportion to their relative fair market values on the Distribution Date (subject to certain adjustments).

See “Material U.S. Federal Income Tax Consequences of the Spin-Off” for more information regarding the potential tax consequences to you of the Spin-Off.

You should consult your own tax advisors regarding the particular tax consequences of the Spin-Off to you, including the applicability and effect of any U.S. federal, state, local and non-U.S. tax laws.

Q:	Does the Company intend to pay cash dividends?

A:	Following the Spin-Off, we do not anticipate paying any dividends on our Common Stock in the foreseeable future. See “Dividend Policy” for more information.

Q:	How will our Common Stock trade?

A:	Our Common Stock is not listed on any securities exchange and currently trades in the over-the-counter market where quotations are available through OTCPink®’s quotation service under the symbol “MGHL.” Our outstanding Common Stock will continue trading in the “regular way” market.

However, we anticipate that trading in our Common Stock to be issued in the Distribution will begin on a “when-issued” basis as early as two trading days prior to the Record Date for the Distribution and will continue up to and including the Distribution Date. “When-issued” trading in the context of a spin-off refers to a sale or purchase made conditionally on or before the Distribution Date because the securities of the spun-off entity have not yet been distributed.

“When-issued” trades generally settle within four trading days after the Distribution Date. See “The Spin-Off—Trading Prior to the Distribution Date” for more information. We cannot predict the trading prices for our Common Stock before, on or after the Distribution Date.

Q:	Will my shares of ACG common stock continue to trade on the New York Stock Exchange (“NYSE”) following the Spin-Off?

Yes. Following the Spin-Off, ACG common stock will continue to trade “regular way” on the NYSE under the symbol “AC” through and after the Distribution Date. ACG expects that beginning , 2020 there will be two markets in ACG common stock on the NYSE: “regular way” under the symbol “AC” and “ex-distribution” under the symbol “AC WI.” Prior to the Distribution Date, shares of ACG common stock that trade in the “regular-way” market will trade with the right to receive shares of our Common Stock on the Distribution Date. Shares of ACG common stock that trade in the “ex-distribution” market will trade without the right to receive shares of our Common Stock on the Distribution Date. Holders of ACG common stock are encouraged to consult with their financial advisor regarding the specific implications of selling ACG common stock on or before the Distribution Date.

Q:	Will the Spin-Off affect the trading price of my ACG common stock?

A:	We do not expect the trading price of shares of ACG common stock immediately following the Spin-Off to be materially lower than immediately prior to the Spin-Off because the value of Morgan Group Holding Co.

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and our subsidiaries reflects an immaterial amount of ACG’s assets. However, until the market has fully analyzed the value of ACG without its substantial ownership stake in the Company, the trading price of shares of ACG common stock may fluctuate. We cannot assure you that, following the Spin-Off, the combined trading prices of the ACG common stock and our Common Stock will equal or exceed what the trading price of ACG common stock would have been in the absence of the Spin-Off. It is possible that after the Spin-Off, the combined equity value of ACG and the ownership stake in the Company will be less than ACG’s equity value before the Spin-Off.

Q:	Do I have appraisal rights in connection with the Spin-Off?

A:	No. Holders of ACG common stock are not entitled to appraisal rights in connection with the Spin-Off.

Q:	What will the relationship be between ACG and the Company after the Spin-Off?

Following the Spin-Off, we will remain a publicly traded company, and ACG will have no continuing stock ownership interest in or possess control over the Company. However, we will continue to receive services and an allocation of office space from GAMCO Investors, Inc., ACG and affiliates under common control with us by Mario J. Gabelli pursuant to existing expense sharing agreements. See “Certain Relationships and Related Party Transactions—Agreements with ACG.”

Q:	Who is the transfer agent and registrar for our Common Stock? Who is the distribution agent in connection with the Spin-Off?

A:	American Stock Transfer & Trust Company, LLC is the transfer agent and registrar for our Common Stock and is serving as the distribution agent in connection with the Spin-Off.

Q:	Are there risks associated with owning shares of our Common Stock?

Yes. Our business faces both general and specific risks and uncertainties. Our business also faces risks relating to the Spin-Off. Following the Spin-Off, we will also face risks associated with being a publicly-traded company, separate from ACG. Accordingly, you should read carefully the information set forth in the section titled “Risk Factors” in this Prospectus.

Q:	Are there any conditions to completing the Spin-Off?

Yes. The Spin-Off is conditional upon a number of matters, including but not limited to the authorization and approval of the ACG Board (which has been obtained) and the declaration of effectiveness of our Registration Statement on Form S-1, of which this Prospectus is a part, by the Securities and Exchange Commission. See “Summary—Summary of the Spin-Off— Conditions to the Spin-Off” for a more detailed explanation of the conditions to completing the Spin-Off.

Q:	Can ACG decide to not proceed with the Distribution even if all of the conditions to the Distribution have been met?

A:	Yes. Until the distribution has occurred, the ACG Board has the right to not proceed with the Distribution, even if all of the conditions are satisfied.

Q:	Could there be any other classes of capital stock of the Company outstanding after the Spin-Off?

A:	No. After giving effect to the Spin-Off, the only class of our capital stock then outstanding is expected to be our Common Stock.

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Q:	Where can I get more information?

A:	If you have any questions relating to the mechanics of the Distribution, you should contact the distribution agent, American Stock Transfer & Trust Company, LLC, at:

American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, New York 11219
(800) 937-5449
help@astfinancial.com

Before the Spin-Off, if you have any questions relating to the Spin-Off, you should contact:

Associated Capital Group, Inc.
Attn: Investor Relations
191 Main Street
Greenwich, CT 06830
(203) 629-9595
KMasiello@gabelli.com

After the Spin-Off, if you have any questions relating to the Company, you should contact:

Morgan Group Holding Co.
Attn: Investor Relations
One Corporate Center
401 Theodore Fremd Avenue
Rye, NY 10580
(914) 921-1877
VAmabile@gabelli.com

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SUMMARY

This summary highlights certain information contained elsewhere in this ~~prospectus. You~~Prospectus and may not contain all of the information that is important to you. To understand fully and for a more complete description of the terms and conditions of the Spin-Off, you should read this Prospectus in its entirety, including the ~~entire prospectus carefully, paying particular attention~~information presented under the section titled “Risk Factors” and the consolidated financial statements and related notes, and the documents to which you are referred. See “Where You Can Find More Information.”

Except where the context otherwise requires, or where otherwise indicated, references to the ~~section entitled "Risk Factors"~~“Company,” “we,” “us,” or “our” are to Morgan Group Holding Co. and its consolidated subsidiary; references to “G.research” are to G.research, LLC, which we acquired from ACG on October 30, 2019, which we refer to as the ~~financial statements, including notes thereto. The~~“acquisition”; references to “ACG” are to Associated Capital Group, Inc.; and references to “ISH” are to Institutional Services Holdings, LLC, ACG’s wholly owned subsidiary which directly owns 50,000,000 of our Common Stock.

Overview

On March 14, 2020, the ACG Board approved the Spin-Off of the Company ~~We were~~from ACG. ACG will distribute 50,000,000 of our Common Stock indirectly held by it to ACG’s stockholders. Thereupon, we will remain a publicly traded company, independent of ACG’s ownership and control.

Our Company

Morgan Group Holding Co., a Delaware corporation, was incorporated in November 2001 and prior to ~~serve as a holding company for Lynch Interactive Corporation's controlling interest in The Morgan Group, Inc., a publicly traded Delaware corporation. Upon~~the acquisition, we had nominal assets and no liabilities and did not conduct operations other than to pursue business combination opportunities. Following the acquisition, we wholly own and operate G.research, an institutional research and securities brokerage business.

G.research, our ~~formation as a~~ wholly owned subsidiary following the acquisition, is a broker-dealer registered under the Securities Exchange Act of ~~Lynch Interactive Corporation, Lynch Interactive Corporation transferred its entire ownership interest in The Morgan Group, Inc. to us. As~~1934, as amended (the “Exchange Act”). Through G.research, we provide institutional research services as well as act as an underwriter. G.research is regulated as a ~~result~~registered broker-dealer with the Securities and Exchange Commission (the “SEC”) and as a member of ~~this transfer, we now hold 161,000 shares~~the Financial Industry Regulatory Authority (“FINRA”). G.research’s revenues are derived primarily from institutional research services and securities brokerage services including acting as an underwriter. We publish research on approximately 100 companies globally with an emphasis on small and mid-cap trading ideas. We also operate an institutional sales trading desk, which facilitates security transactions on behalf of The Morgan Group, Inc.'s outstanding Class A common stock, warrants to purchase an additional 161,000 shares of such Class A common stock at $9.00 per share, 2,200,000 shares of The Morgan Group, Inc.'s, Class B common stock and warrants to purchase an additional 2,200,000 shares of such Class B common stock at $9.00 per share, giving us control of more than 80% of The Morgan Group, Inc.'s aggregate voting power. In addition, Lynch Interactive Corporation made a capital contribution of $500,000 to us. Aside from our interest in The Morgan Group, Inc., and the cash resulting from Lynch Interactive Corporation's capital contribution, we have no significant assets and we have had no operations to date. The Morgan Group, Inc. is the nation's largest publicly owned service company managing the delivery of manufactured homes, commercial vehicles and specialized equipment in the United States, and through its wholly owned and principal subsidiary, Morgan Drive Away, Inc., has been operating since 1936. The Morgan Group, Inc. primarily provides outsourcing transportation services through a national network of approximately 775 independent owner-operators and approximately 1,112 other drivers as of October 31, 2001. The Morgan Group, Inc. dispatches its drivers from 56 locations in 27 states, as of such date. The Morgan Group, Inc. also provides certain insurance service to the independent owner operators through its insurance subsidiaries. As further described below, The Morgan Group, Inc.'sclients.

Our Strategy

Our strategy is to ~~grow~~continue to operate and expand our institutional research and securities brokerage business through ~~expansion in its niche businesses while~~the coverage of additional market sectors and companies. In order to achieve growth, we are pursuing ~~appropriate~~a strategy which includes the following key elements:

Attracting and retaining additional research analysts;

Leveraging the Private Market Value with a Catalyst™ fundamental research methodology licensed from our affiliate, GAMCO Investors, Inc. (“GAMCO”);

Pursuing acquisitions ~~or joint ventures in related industries. In addition, The Morgan Group, Inc. will seek to expand insurance product offerings to drivers~~of complementary research businesses; and owner operators. The Morgan Group, Inc.'s Services The Morgan Group, Inc. operates in four business segments: Manufactured Housing, Driver Outsourcing, Specialized Outsourcing Services, and Insurance and Finance. o Manufactured Housing Segment. The largest portion

Continuing our sponsorship of ~~The Morgan Group, Inc.'s operating revenues is derived from~~industry conferences.

For more information, see “Business—Business Strategy.”

Status as a Smaller Reporting Company

We qualify as a “smaller reporting company” under the transportation of manufactured housing, primarily new manufactured homes, modular homes and office trailers. The Morgan Group, Inc. also transports used manufactured homes and offices for individuals, businesses and the U.S. Government. The Morgan Group, Inc. is the largest transporter of manufactured homes in the United States. o Driver Outsourcing Segment. The driver outsourcing segment provides outsourcing transportation services primarily to manufacturers of recreational vehicles, commercial trucks and other specialized vehicles throughExchange Act. As a network of service centers in nine states utilizing 1,112 drivers. o Specialized Outsourcing Services Segment. The specialized outsourcing services segment delivers large trailers ("Towaway Services") and travel and other small trailers. o Insurance and Finance Segment. The insurance and finance segment provides insurance and financing to The Morgan Group, Inc.'s drivers and independent owner-operators. The insurance subsidiary may accept a limited portion or all of the underwriting risk, retaining the appropriate proportion of the premiums. This segment administers The Morgan Group, Inc.'s cargo, bodily injury and property damage insurance programs. -2- Growth Strategy The Morgan Group, Inc.'s strategy is to focus on its core transportation services. The Morgan Group, Inc. also plans on looking for opportunities to capitalize and/or grow its market in manufactured housing and driver outsourcing through acquisitions, if suitable opportunities arise. o Manufactured Housing. The Morgan Group, Inc. believes it can take better advantage of its position in the manufactured housing industry by expanding the services it offers within its specialized business. The Morgan Group, Inc. will also pursue other national contracts with manufacturers. While the manufactured housing industry has been in recession, The Morgan Group, Inc. is seeking to position itselfsmaller reporting company, we are eligible to take advantage of ~~growth opportunities~~certain reduced reporting and other regulatory requirements that are generally unavailable to other public companies. For a discussion of the implications of our status as this industry recovers. o Driver Outsourcing. The Morgan Group, Inc.'s has focused its driver outsourcing operations in two broad markets, recreational and commercial vehicles. Given the softnessa “smaller reporting company,” see “Business—Status as a Smaller Reporting Company.”

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Risks Associated With Our Business

Our business is subject to a number of risks which you should be aware of before making an investment decision. Those risks are discussed more fully in the ~~recreational vehicle industry, The Morgan Group, Inc.~~section titled “Risk Factors” beginning on page 8. For example:

We have experienced losses and there is ~~seeking~~a risk that we will continue to ~~expand~~incur losses in the ~~delivery~~future.

There is a possibility of ~~commercial vehicles, such as commercial trucks, school buses, ambulances, dump trucks~~losses associated with our underwriting, trading and shuttle buses. o Specialized Outsourcing Services. The Morgan Group, Inc. believes it can grow its Towaway business by increasing the number of available drivers and through the use of transportation brokers. The Morgan Group, Inc. hasmarket-making activities.

Operational risks may disrupt our businesses, result in regulatory action against us or limit our growth.

Our Common Stock is not been able to take full advantage of large trailer delivery opportunities because it has not had a sufficient number of Towaway drivers or its drivers were not in the required locations. o Acquisitions/Joint Ventures. The Morgan Group, Inc. regularly considers acquisition opportunities. The Morgan Group, Inc. may consider acquiring regional or national firms that service the manufactured housing and/or the outsourcing industry as well as logistics, transportation, or related industries. o Insurance and Finance. The Morgan Group, Inc. may seek to expand its insurance services to its independent contractors and others. The Morgan Group, Inc. currently has no plans to grow the finance portion of its business. Our address is 401 Theodore Fremd Avenue, Rye, New York. Our telephone number is (914) 921-8821. Information Concerning Lynch Interactive Corporation and the Spin-Off Why is Lynch Interactive Corporation undertaking the spin-off? Lynch Interactive Corporation is undertaking the spin-off in order to give you a direct ownership interest in us and an indirect interest in our chief asset, our controlling interest in The Morgan Group, Inc. What will I receive in the spin-off? You will receive one share of our common stock for each share of Lynch Interactive Corporation common stock held by you at the close of business on [______________], 2001. Will Lynch Interactive Corporation own any interest in us after the spin-off? Immediately after the spin-off, Lynch Interactive Corporation will retain 235,294 shares of our common stock, which it will hold as escrow agent. Should Cascade Investment LLC, the holder of an outstanding convertible promissory note issued by Lynch Interactive Corporation convert all or a portion of the principal amount of that note into shares of Lynch Interactive Corporation common stock prior to December 10, 2004, Lynch Interactive Corporation will transfer to Cascade Investment LLC a pro rata portion of those 235,294 shares of our common stock, depending on how -3- much of the principal amount of such note is converted. Should Cascade Investment LLC fail to convert any or all of the principal amount of such note into shares of Lynch Interactive Corporation common stock prior to December 10, 2004, ownership of any shares of our common stock then remaining in that escrow account shall be retained by Lynch Interactive Corporation. What do I have to do in the spin-off? You do not have to do anything or pay any consideration to receive our shares of common stock in the spin-off. When will the spin-off occur? The spin-off will occur on or about [______________], 2001. When and how will I receive my shares of common stock? As soon as practicable after the distribution date, Lynch Interactive Corporation will deliver to our transfer agent certificates representing shares of our common stock. The transfer agent will then mail those certificates to stockholders. Are there any transfer restrictions on the securities I will receive? There are no federal or state securities law transfer restrictions on the securities you will receive as long as you are not an affiliate of ours. Will the common stock be listed on any ~~national~~ securities exchange or automated quotation system? We do not intend to list our common stock on any national securities exchange or automated quotation system. Accordingly, we are unable to predict whether aexchange; there is limited and sporadic trading market will develop for our common stock, and the ability to trade our common stock may accordingly be very limited. Will this distribution of stock be taxable to me? The spin-off should qualify as a tax free distribution to the shareholders of Lynch Interactive Corporation under Sections 368(a)(1)(D) and 355 of the Internal Revenue Code of 1986, as amended. Therefore, you should not incur federal income tax liability upon the receipt of our common stock in the spin-off. See "The Spin-Off-Material Federal Income Tax Consequences." Will any underwriters be involved in the spin-off? No underwriters will be involved in the spin-off, but Lynch Interactive Corporation may be considered an underwriter and selling stockholder for purposes of liability under Section 11 of the Securities Act of 1933, as amended. Proceeds of the Spin Off The spin off will not result in any net proceeds to us, Lynch Interactive Corporation or The Morgan Group, Inc. Summary Financial Data The following table sets forth our summary combined financial data. This table gives effect to our controlling interest in The Morgan Group, Inc. You should read this information together with the financial statements and the notes to those financial statements appearing elsewhere in this prospectus and the information -4- under "Selected Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." Nine Months Ended September 30, Years Ended December 31, 2001 2000 2000 1999 1998 ---- ---- ---- ---- ---- Operations Operating Revenues $70,954 $87,447 $108,024 $145,629 $150,454 Operating Income (Loss) (247) (607) (2,038) 550 2,007 Pre-tax Income (Loss) (429) (817) (2,348) 212 1,475 Net Income (Loss) (143) (246) (2,492) (3) 420 Pro Forma basic and diluted earnings (loss) per share $(0.05) $(0.08) $(0.82) $(0.00) $0.14 -5- RISK FACTORS You should carefully consider the following risks with respect to us, our common stock and The Morgan Group, Inc. Risks Relating to our Common Stock As we are a holding company with no independent operations, we are dependent on the payment of dividends by The Morgan Group, Inc., the sale of assets or financing in order to meet our operating expenses. We are a holding company and have no significant operations or assets other than our controlling interest in the common stock of The Morgan Group, Inc. and a cash balance of $500,000. The only way we generate income is through the payment of dividends by The Morgan Group, Inc. or by selling assets. The Morgan Group, Inc., however, has not paid any dividends since the third quarter of 2000,over-the-counter market and there can be no assurance that itan active public trading market will ~~resume~~develop.

Our business may experience disruption due to global conditions, such as the ~~payment~~COVID-19 pandemic.

Acquisition and Private Placement Transactions

Acquisition

On October 31, 2019, we entered into and concurrently closed an agreement and plan of ~~dividends in~~merger, by and among the near future, or at all. See "Market For Common Equity And Related Stockholder Matters-Dividend Policy." A continued failure to pay dividends will force us to either sell our interest in The Morgan Group, Inc. or to seek outside financing to meet our operating needs. DisposingCompany, G.R. Acquisition, LLC, a wholly owned subsidiary of the ~~stock~~Company, G.research, ISH and ACG, pursuant to which we acquired 100% of ~~The Morgan Group, Inc. to generate revenue, however, would not be realistic in~~G.research. In connection with the near future, as our interest in The Morgan Group, Inc. is so large that the trading market for its stock is quite limited. Any disposal of its stock by us would therefore have to be made in small quantifies over a long period of time. In addition, there can be no assuranceacquisition, we issued 50,000,000 shares of our ~~ability~~Common Stock to ~~secure outside financing on reasonable terms or~~ISH and G.research became our wholly owned subsidiary.

Upon consummation of the acquisition, Vincent M. Amabile, Jr., Joseph L. Fernandez and Stephen J. Moore were appointed directors, and Mr. Amabile and Mr. Fernandez were appointed president and executive vice president-finance, respectively, replacing the officers and directors who resigned in connection with the acquisition.

Private Placement

On October 31, 2019, immediately prior to the closing of the acquisition, we entered into and concurrently closed a securities purchase agreement pursuant to which we issued and sold in a private placement 5,150,000 shares of our Common Stock to management, including our president, at ~~all. Our future performance is highly dependent upon~~$0.10 per share for total proceeds of $515,000.

Recent Developments

In light of the performance of The Morgan Group, Inc., an independently run public company that we do not control. We have had no meaningful operations to date and possess no significant assets other than our interest in The Morgan Group, Inc. and a cash balance of $500,000. As a result, our business is wholly dependentdynamics created by COVID-19, its impact on the ~~performance The Morgan Group, Inc. While~~global supply chain and economy, including government imposed restrictions on travel and the temporary closure of businesses deemed non-essential across the United States, we have a controlling interest in The Morgan Group, Inc. that allows us to select a majority of its directors, we are not in control of its day to day operations, leaving us vulnerable to poor management decisions of The Morgan Group, Inc. Our ownership and voting interest in The Morgan Group, Inc. could be diluted should other stockholders exercise warrants at a time when we cannot afford to exerciseanticipate lower transaction volumes from our warrants. The Morgan Group, Inc. has recently distributed warrants to each of its Class A and Class B common stockholders, granting each stockholder the right to purchase up to as many shares of common stock as such stockholder owned on the date of distribution, at the price of $9.00 per share.institutional clients. As a result of this pandemic, the majority of our employees are working remotely, including our order execution services. However, there has been no material impact of remote work arrangements on our operations, including our financial reporting systems, internal control over financial reporting, and disclosure controls and procedures, and there has been no material challenge in implementing our business continuity plan. The sponsored conferences are taking place as planned using virtual service providers. While at the present time, the Company is unable to estimate the potential impact of COVID-19 on its financial condition, a significant prolonged disruption in the financial markets leading to materially lower trading activity of the Company’s clients would have a material adverse effect on the Company’s revenue, operating results and financial position. Any potential impact to our results of operations and financial condition will depend to a large extent on future developments and new information that could emerge regarding the duration and severity of COVID-19 and the actions taken by authorities and other entities to contain COVID-19 or treat its impact, all of which are beyond our control. We will continue to monitor the virus’ impact on our customers, clients, and financial results.

Corporate Information

Morgan Group Holding Co. is a Delaware corporation and was incorporated in November 2001. Our principal executive offices are located at One Corporate Center, 401 Theodore Fremd Avenue, Rye, NY 10580. Our telephone number is (914) 921-1877. Our website address is http://morgangroupholdingco.com. Our website and the information contained thereon, or connected thereto, does not and will not constitute part of this Prospectus or the Registration Statement on Form S-1 of which this Prospectus is a part.

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Summary of the Spin-Off

Distributing Company

Associated Capital Group, Inc., a Delaware corporation, which beneficially owns 50,000,000 shares of our Common Stock, representing approximately 83.3% of our outstanding shares of our Common Stock prior to the Distribution. After the Distribution, ACG will not own any shares of our Common Stock or our preferred stock.

Distributed Company

Morgan Group Holding Co., a Delaware corporation and a subsidiary of ACG. At the time of the Distribution, we will own and operate G.research, our wholly owned subsidiary, which carries out our institutional research services business. After the Distribution, we will remain a publicly traded company, and ACG will have no continuing stock ownership interest in or possess control over us.

Distributed Securities

50,000,000 shares of our Common Stock indirectly owned by ACG, which represent approximately 83.3% of our Common Stock issued and outstanding immediately prior to the Distribution. Based on the approximately shares of ACG common stock outstanding as of the close of business on , 2020, this reflect a Distribution Ratio of shares of our Common Stock for every share of ACG common stock.

Record Date

The Record Date is 5:00 p.m., New York City time, on , 2020.

Distribution Date

The Distribution Date is , 2020. We expect that the Distribution will be effective as of 5:00 p.m., New York City time, on the Distribution Date.

Distribution Ratio

Each holder of ACG common stock will receive shares of our Common Stock for every share of ACG common stock it holds on the Record Date. The distribution agent will distribute only whole shares of our Common Stock in the Spin-Off. See “The Spin-Off—Treatment of Fractional Shares” for more detail.

Please note that if you sell your shares of ACG common stock on or before the Distribution Date, the buyer of those shares may in some circumstances be entitled to receive the shares of our Common Stock to be distributed in respect of the ACG shares that you sold. See “The Spin-Off—Trading Prior to the Distribution Date” for more detail.

The Distribution

On the Distribution Date, ACG will release the shares of our Common Stock to the distribution agent to distribute to ACG stockholders. ACG will distribute our shares in book-entry form, and thus we ~~were issued warrants to purchase~~will not issue any physical stock certificates. We expect that it will take the distribution agent up to ~~161,000~~two weeks to electronically issue shares of our Common Stock to you or your bank or brokerage firm on your behalf by

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way of direct registration in book-entry form. If you own your shares of ACG common stock through a bank, broker or other nominee, your bank, broker or other nominee will credit your account with the whole shares of our Common Stock that you receive in the Distribution on or shortly after the Distribution Date. You will not be required to make any payment, surrender or exchange your shares of ACG common stock or take any other action to receive your shares of our Common Stock.

Fractional Shares

The ~~Morgan Group, Inc.'s Class A~~distribution agent will not distribute any fractional shares of our Common Stock to ACG stockholders. Instead, the distribution agent will aggregate all fractional shares into whole shares and sell the whole shares in the open market at prevailing market prices on behalf of stockholders entitled to receive a fractional share. The distribution agent will then distribute the aggregate cash proceeds of the sales, net of brokerage fees and other costs, pro rata to these holders (net of any required withholding for taxes applicable to each holder). See “The Spin-Off— Treatment of Fractional Shares” for more detail. If you receive cash in lieu of fractional shares, you will not be entitled to any interest on such cash payment. The cash you receive in lieu of fractional shares generally will, for U.S. federal income tax purposes, be taxable as described under the section titled “Material U.S. Federal Income Tax Consequences of the Spin-Off.”

Conditions to the Spin-Off

The Spin-Off is subject to the satisfaction, or the ACG Board’s waiver, of the following conditions:

•	the ACG Board shall have authorized and approved the Spin-Off and not withdrawn such authorization and approval, and shall have declared the dividend of our Common Stock to ACG stockholders;

•

the SEC shall have declared effective our Registration Statement on Form S-1, of which this Prospectus is a part, under the Securities Act of 1933, as amended (the “Securities Act”), and no stop order suspending the effectiveness of our Registration Statement shall be in effect and no proceedings for that purpose shall be pending before or threatened by the SEC;

•

no order, injunction or decree issued by any governmental authority of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Spin-Off shall be in effect, and no other event outside the control of ACG shall have occurred or failed to occur that prevents the consummation of the Spin-Off;

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•	no other events or developments shall have occurred prior to the Distribution Date that, in the sole judgment of the ACG Board, would result in the Spin-Off having a material adverse effect on ACG or its stockholders;

•	prior to the Distribution Date, this Prospectus shall have been mailed to the holders of ACG common stock; and

•	ACG shall have received a certificate signed by our executive vice president-finance, dated as of the Distribution Date, certifying the satisfaction of certain conditions.

The fulfillment of the foregoing conditions will not create any obligation on the part of ACG to effect the Spin-Off. We are not aware of any material federal, foreign or state regulatory requirements with which we must comply, other than SEC rules and regulations, or any material approvals that we must obtain, other than the SEC’s declaration of the effectiveness of the Registration Statement, in connection with the Spin-Off. ACG has the right not to complete the Spin-Off if, at any time, the ACG Board determines, in its sole and absolute discretion, that the Spin-Off is not in the best interests of ACG or its stockholders or is otherwise not advisable. For a more detailed description, see “The Spin-Off—Conditions to the Spin-Off.”

Trading Market and Symbol

Our Common Stock is not listed on any securities exchange and currently trades in the over-the-counter market where quotations are available through OTCPink®’s quotation service under the symbol “MGHL.” Our outstanding Common Stock will continue trading in the “regular way” market. However, we anticipate that, as early as two trading days prior to the Record Date, trading of shares of our Common Stock to be issued in the Distribution will begin on a “when-issued” basis and will continue up to and including the Distribution Date, and we expect that “regular-way” trading of all of our outstanding Common Stock to continue thereafter.

We also anticipate that, as early as two trading days prior to the Record Date, there will be two markets in ACG common stock: (i) a “regular-way” market on which shares of ACG common stock will trade with an entitlement for the purchaser of ACG common stock to receive shares of our Common Stock to be distributed in the Distribution, and (ii) an “ex-distribution” market on which shares of ACG common stock will trade without an entitlement for the purchaser of ACG common stock to receive shares of our Common Stock. See “The Spin-Off—Trading Prior to the Distribution Date.”

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Tax Consequences to ACG Stockholders

For U.S. federal income tax purposes, no gain or loss is expected to be recognized by, or be includible in the income of, a U.S. Holder (as defined in “Material U.S. Federal Income Tax Consequences of the Spin-Off”) as a result of the Distribution, except with respect to any cash received by ACG stockholders in lieu of fractional shares. In addition, the aggregate tax basis of the ACG common stock and ~~2,200,000 shares~~our Common Stock held by each U.S. Holder immediately after the Distribution will be the same as the aggregate tax basis of ~~its Class B~~the ACG common ~~stock. Should~~stock held by the U.S. Holder immediately before the Distribution, allocated between the ACG common stock and our Common Stock in proportion to their relative fair market values on the Distribution Date (subject to certain adjustments).

See “Material U.S. Federal Income Tax Consequences of the Spin-Off” for more information regarding the potential tax consequences to you of the Spin-Off.

Relationship with ACG after the Spin-Off

Following the Spin-Off, we will remain a publicly traded company, and ACG will have no continuing stock ownership interest in or possess control over the Company. However, we will continue to receive services and an allocation of office space from GAMCO, ACG and affiliates under common control with us by Mario J. Gabelli pursuant to existing expense sharing agreements. Further, following the Spin-Off, GAMCO and ACG will have no obligation to provide us with assistance, other ~~stockholders~~than the services described in such agreements for the prescribed periods and in accordance with the terms described therein.

We describe these arrangements in greater detail under the section titled “Certain Relationships and Related Party Transactions —Agreements with ACG,” and describe some of the risks of these arrangements under the section titled “Risk Factors—Risks Relating to the Spin-Off.”

Dividend Policy

Following the Spin-Off, we do not anticipate paying any cash dividends on our Common Stock in the foreseeable future. See “Dividend Policy” for more information.

Transfer Agent and Distribution Agent

American Stock Transfer & Trust Company, LLC, the transfer agent and registrar for our Common Stock, will serve as distribution agent in connection with the Distribution.

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Risk Factors

Our business faces both general and specific risks and uncertainties. Our business also faces risks relating to the Spin-Off. Following the Spin-Off, we will also face risks associated with being a publicly-traded company independent of ACG’s ownership and control. Accordingly, you should read carefully the information set forth under the section titled “Risk Factors.”

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RISK FACTORS

You should carefully consider all of the information in this Prospectus and each of the risks described below, which we believe are the principal risks that we face. Some of the risks relate to our business, others to the Spin-Off. Some risks relate principally to the securities markets and ownership of our Common Stock. The ~~Morgan Group, Inc. exercise these warrants at a time when we cannot afford~~risks and uncertainties described below are not the ~~exercise~~only ones faced by us. Additional risks and uncertainties not presently known or that are currently deemed immaterial also may impair our business operations. If any of the following risks occur, our business, financial condition, operating results and cash flows and the trading price of our ~~own warrants, our controlling interest in The Morgan Group, Inc.~~Common Stock could be ~~diluted, resulting~~materially adversely affected.

Risks Relating to the Spin-Off

The Spin-Off may not be completed on the terms or timeline currently contemplated, if at all.

While we are actively engaged in planning for the Spin-Off, unanticipated developments could delay or negatively affect the Spin-Off, including, but not limited to, those related to the filing and effectiveness of appropriate filings with the SEC and receiving any required regulatory approvals. In addition, until the Spin-Off has occurred, the ACG Board, in its sole discretion, has the right to not proceed with the Spin-Off, even if all of the conditions are satisfied. Therefore, the Spin-Off may not be completed on the terms or timeline currently contemplated, if at all.

We may be unable to achieve some or all of the benefits that we expect to achieve from the Spin-Off.

We believe that, as a ~~diminished influence over~~publicly-traded company independent of ACG’s ownership and control, without considering the ~~operations of The Morgan Group, Inc. There~~impact on ACG, we will be able to, among other things, better focus our financial and operational resources on our specific business, implement and maintain a ~~very limited, or possibly no trading market~~capital structure designed to meet our specific needs, design and implement corporate strategies and policies that are targeted to our business, more effectively respond to industry dynamics and create effective incentives for our ~~common stock, because~~management and employees that are more closely tied to our business performance. However, by separating from ACG, we ~~do not intend~~may be more susceptible to ~~list or register it on any national securities exchange or automated quotation system. There will~~market fluctuations and we may experience other adverse events. In addition, we may be ~~a very limited, or possibly no trading market for our common stock. We do not intend to list or register it on any national securities exchange or automated quotation system. Accordingly, we are~~ unable to ~~predict whether~~achieve some or all of the benefits that we expect to achieve as a ~~trading market will develop for our common stock. Our common stock will be subject to "Penny Stock" regulations, which may make it difficult to obtain timely and accurate quotes for~~publicly-traded company separate from ACG in the stock or execute trades in it. Our common stock will be considered a penny stock, which may make it difficult to obtain timely and accurate quotes for the stock or execute trades in it. See "The Spin-Off-Regulations Affecting the Price and Marketability of our Common Stock." -6- ~~There is a chance that this spin-off~~time we expect, if at all.

The Spin-Off could result in ~~adverse~~significant tax ~~consequences~~liability to ~~both you and Lynch Interactive Corporation. Lynch Interactive Corporation has obtained an opinion to the effect that the spin-off should be tax free to Lynch Interactive Corporation~~ACG and its stockholders. ~~This opinion is~~

We expect to report the Spin-Off and the Distribution as qualifying for non-recognition of gain and loss for federal income tax purposes to ACG and its stockholders. However, we are not ~~binding on the Internal Revenue Service or the courts, and we have not requested~~seeking a ruling from the Internal Revenue Service ~~relating~~or an opinion of counsel to that effect and the Internal Revenue Service may take a different position on the tax ~~consequences~~characterization of the ~~spin-off.~~ Spin-Off and Distribution.

If ~~it is~~the Spin-Off were determined ~~that~~not to qualify for non-recognition of gain and loss, U.S. Holders could be subject to tax. In this case, each U.S. Holder who receives our Common Stock in the ~~spin-off is not a tax free spin-off, then: o Lynch Interactive Corporation~~Spin-Off would recognize a gain equal to the excess of the fair market value of our common stock distributed to its stockholders over Lynch Interactive Corporation's basis in our common stock; and o Each U.S. holder of Lynch Interactive Corporation common stock wouldgenerally be ~~generally~~ treated as ~~if such stockholder had received~~receiving a ~~taxable dividend, to the extent of earnings and profits,~~distribution in an amount equal to the fair market value of our Common Stock received, which would generally result in (i) a taxable dividend to the U.S. Holder to the extent of that U.S. Holder’s pro rata share of ACG’s current and accumulated earnings and profits, (ii) a reduction in the U.S. Holder’s basis (but not below zero) in ACG common stock ~~received. The combined post-spin-off~~to the extent the amount received exceeds the stockholder’s share of ACG’s earnings and profits, and (iii) a taxable gain from the exchange of ACG common stock to the extent the amount received exceeds the sum of the U.S. Holder’s share of ACG’s earnings and profits and the U.S. Holder’s basis in its ACG common stock.

If the Spin-Off were determined not to qualify for non-recognition of gain and loss, then ACG would recognize gain in an amount up to the fair market value of ~~Lynch Interactive Corporation~~our Common Stock held by it immediately before the Spin-Off. See below and “Material U.S. Federal Income Tax Consequences of the Spin-Off” for more information.

If the Spin-Off were determined not to qualify for non-recognition tax treatment, there is no specific undertaking being made by us to indemnify ACG or its stockholders.

Under Section 355 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder, we could take certain actions following the Spin-Off, or may have taken certain actions leading up to the Spin-Off, that could cause the disqualification of the transaction as a tax-free distribution.

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These rules generally apply for the two-year periods before and after the distribution date. A number of spin-off distribution transactions include a tax indemnification agreement under which the company being spun off agrees to certain covenants and representations designed to ensure the qualification of the transaction as tax free. There is no such specific tax indemnification agreement in the Spin-Off. Therefore, ACG and its stockholders may not have legal recourse if our actions lead to the Spin-Off not qualifying as a tax-free transaction as is intended. Such actions include, but are not limited to, situations in which we or our stockholders were to engage in transactions that result in a 50% or greater change by vote or value in the ownership of our Common Stock during the four-year period beginning on the date that begins two years before the date of the Spin-Off, unless it were established that such transactions and the Spin-Off were not part of a plan or series of related transactions giving effect to such a change in ownership. In such a case, the Spin-Off could be taxable to ACG, but not to ACG’s stockholders. If the Spin-Off were taxable to ACG due to such 50% or greater change in the ownership of our Common Stock, ACG would recognize gain in an amount up to the fair market value of our Common Stock held by it immediately before the Spin-Off, but we generally would not be required to indemnify ACG for the tax on such gain or related expenses.

We may make decisions in the future that cause the Spin-Off not to comply with the numerous restrictions in the tax law necessary to preserve the non-recognition tax treatment of the Spin-Off.

Although we intend the Spin-Off to comply with the rules in the tax law related to a distribution under Code Section 355 in which gain or loss is not recognized, while not contemplated at this time, we may later decide to pursue strategic transactions or engage in new businesses or other transactions in order to maximize the value of our business, or transactions in our stock may be made, that may cause the Spin-Off not ~~equal~~to satisfy the requirements for a tax-free transaction.

We may be unable to make, on a timely or ~~exceed~~cost-effective basis, the ~~pre-spin-off value~~changes necessary that may become necessary to operate as a publicly-traded company separate from ACG, and we may experience increased costs after the Spin-Off.

GAMCO and ACG have provided us with various corporate services pursuant to certain expense sharing agreements described under the section titled “Certain Relationships and Related Party Transactions —Agreements with ACG.” Further, following the Spin-Off, GAMCO and ACG will have no obligation to provide us with assistance, other than the services described in such agreements for the prescribed periods and in accordance with the terms described therein. These agreements may not reflect terms that would have resulted from arms-length negotiations between unaffiliated parties. Accordingly, if such agreements were terminated or not renewed, we would need to provide internally or obtain from unaffiliated third parties the services we currently receive from them. We may be unable to replace these services in a timely manner or on terms and conditions as favorable as those we receive from GAMCO and ACG. We may be unable to successfully operate as effectively as we have in the past or may incur additional costs. If we fail to obtain the services necessary to operate effectively or if we incur greater costs in obtaining these services, our business, financial condition and results of ~~Lynch Interactive Corporation's common stock. After~~operations may be adversely affected.

We have a limited operating history, and our historical financial information is not necessarily representative of the ~~spin-off,~~results we ~~cannot assure you~~would have achieved as a publicly-traded company separate from ACG and may not be a reliable indicator of our future results.

Prior to the acquisition of G.research in October 30, 2019, we had nominal assets and no liabilities and did not conduct operations other than to pursue business combination opportunities. Following the acquisition, we wholly own and operate G.research, an institutional research and securities brokerage business. Our historical financial information included in this Prospectus does not necessarily reflect the results of operations and financial position we would have achieved as a publicly-traded company separate from ACG during the periods presented or those that we will achieve in the future.

Therefore, our historical financial statements may not be indicative of our future performance as a publicly-traded company separate from ACG. For additional information about our past financial performance and the basis of presentation of our financial statements, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical financial statements and the notes thereto included elsewhere in this Prospectus.

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We may not be able to access the credit and capital markets at the times and in the amounts needed on acceptable terms.

From time to time we may need to access the long-term and short-term capital markets to obtain financing. Although we believe that the ~~combined trading prices~~sources of Lynch Interactive Corporation's common stock and our common stock will be equal to or greater than the trading price of Lynch Interactive Corporation's common stock prior to the spin-off. Until the market has fully evaluated the business of Lynch Interactive Corporation without our business, the price of Lynch Interactive Corporation's common stock may fluctuate significantly. Similarly, until the market has fully evaluated our business on an independent basis, the price at which our common stock trades, if at all, may fluctuate significantly. Creditors of Lynch Interactive Corporation may challenge the spin-off. If a courtcapital in ~~a lawsuit by a creditor or representative of creditors of Lynch Interactive Corporation, such as a trustee in bankruptcy, were to find that~~place at the time of the ~~spin-off, Lynch Interactive Corporation: o was insolvent; o was rendered insolvent~~Spin-Off will permit us to finance our operations for the foreseeable future on acceptable terms and conditions, we have not previously accessed the capital markets as a public company separate from ACG, and our access to, and the availability of, financing on acceptable terms and conditions in the future will be impacted by ~~reason~~many factors, including our financial performance, our credit ratings or absence thereof, the liquidity of the ~~spin-off; o was engaged~~overall capital markets and the state of the economy. We cannot assure you that we will have access to the capital markets at the times and in the amounts needed or on terms acceptable to us.

Concerns about our prospects as a publicly-traded company, separate from ACG, could affect our ability to attract and retain employees or individuals whom we are attempting to recruit as employees.

Our employees or individuals whom we are attempting to recruit as employees may have concerns about our prospects as a stand-alone company, including our ability to maintain our independence and our inability to continue our current reliance on ACG resources after the Spin-Off. If we are not successful in assuring our employees or individuals whom we are attempting to recruit as employees of our prospects after the Spin Off, our employees or recruits may seek or accept other employment, which could adversely affect our business and our results of operations.

Risks Relating to Our Business

Control by Mario J. Gabelli of a majority of the combined voting power of our Common Stock following the acquisition may give rise to conflicts of interests.

Mario J. Gabelli and his affiliates, and our president, Vincent M. Amabile, Jr., beneficially own approximately 87.3% and 8.35%, respectively, of the outstanding shares our Common Stock. Upon completion of the Spin-Off, Mario J. Gabelli and his affiliates, and our president, Vincent M. Amabile, Jr., are expected to beneficially own approximately 87.3% and 8.35%, respectively, of the outstanding shares our Common Stock. As long as Mario J. Gabelli and his affiliates beneficially own a majority of our outstanding Common Stock, Mr. Gabelli, either alone or ~~transaction~~in association with Mr. Amabile, will have the ability to elect all of the members of our board of directors (our “Board”) and thereby control our management and affairs, including determinations with respect to acquisitions, dispositions, borrowings, issuances of Common Stock or other securities, and the declaration and payment of dividends on our Common Stock. In addition, Mario J. Gabelli will be able to determine the outcome of all matters submitted to a vote of our stockholders for approval and will be able to cause or prevent a change in control of the Company. As a result of Mario J. Gabelli’s control, none of our agreements with Mario J. Gabelli and other companies controlled by him can be assumed to have been arrived at through “arm’s-length” negotiations. Although the parties to such agreements endeavored to implement market based terms we may have received more favorable terms, or offered less favorable terms to, an unaffiliated counter-party to those agreements.

We may compete with companies controlled by Mario J. Gabelli for clients.

Mario J. Gabelli controls GAMCO, which has wholly owned subsidiaries that are registered investment advisers, one which manages mutual and closed end funds and a second advises separately managed account clients. G.distributors, LLC, another wholly owned subsidiary of GAMCO, referred to as G.distributers, is a limited purpose, registered broker-dealer that distributes shares of the funds advised by its ~~remaining assets constituted unreasonably small capital;~~affiliate, Gabelli Funds, LLC (“Gabelli Funds”). In addition, Mario J. Gabelli also controls ACG. One of ACG’s wholly owned subsidiaries, Gabelli & Company Investment Advisers, Inc. (“GCIA”, f/k/a Gabelli Securities, Inc.), is a registered investment adviser with private fund and separately managed account clients. Although our business is focused on institutional research and trading, we may find ourselves competing with these subsidiaries of GAMCO and ACG for clients and opportunities. For example, it is possible that a potential client might consider investing in investment products managed by the registered investment advisory affiliates of GAMCO or ~~o intended~~ACG instead of pursuing trading opportunities with us based on our research. No assurance can be given that in the future G.distributors will not expand the scope of its permitted activities to compete directly with our institutional research and trading business.

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We have experienced loss and there is risk that we will continue to incur ~~or believed it would incur, debts beyond its ability to pay such debts as they matured,~~losses in the ~~court may be asked to void the spin-off (in whole or in part) as a fraudulent conveyance. The court could then require the stockholders~~future.

G.research has recently operated with losses, experiencing $1.9 million and $20.3 million of ~~Lynch Interactive Corporation to return some or all of our common stock, or require Lynch Interactive Corporation to fund certain liabilities~~losses for the ~~benefit~~fiscal years ended December 31, 2019 and 2018, respectively, and $282,454 and $1,040,642 of ~~creditors. The measure of insolvency~~losses for ~~purposes of~~ the ~~foregoing~~three months ended March 31, 2020 and 2019, respectively. There can be no assurance that we will vary depending upon the jurisdiction whose law is being applied. Generally, however, Lynch Interactive Corporation would be considered insolvent if the fair market value of its assets were less than its liabilities or if it incurred debt beyond its ability to repay it as it matures. Risks Related To The Morgan Group, Inc. and Its Industry The Morgan Group, Inc.'s credit facilities may not be adequate to support its current letter of credit and working capital requirements. The Morgan Group, Inc. relies heavily on third party credit facilities to fund its operations. The availability and sufficiency of such credit facilities depends upon The Morgan Group, Inc.'s financial condition and operating performance, as well as the willingness of lenders to provide credit supportachieve profitable operations in the ~~transportation~~foreseeable future. If we continue to incur losses, our business and ~~manufactured -7-~~ ~~housing sector. The inability~~prospects will suffer leading to ~~secure such sufficient third party funding for any reason, including those beyond the control of The Morgan Group, Inc., could threaten its~~question our ability to continue as a going concern.

The ~~Morgan Group, Inc. cannot assure us~~loss of the services of our key personnel could have a material adverse effect on our business.

Our future success depends to a substantial degree on our ability to retain and attract qualified personnel to conduct our institutional research and trading business. The market for qualified research analysts and institutional sales professionals is extremely competitive and has grown more so in recent periods as the investment management industry has experienced growth. We anticipate that it may be necessary to add research analysts as we seek to further diversify our research coverage. There can be no assurance that we will ~~pay dividends. Payment~~be successful in our efforts to recruit personnel. In addition, our investment professionals have direct contact with our clients, which can lead to strong client relationships. The loss of ~~dividends~~personnel could jeopardize our relationships with certain clients, and result in the loss of such accounts. The loss of key management professionals or the inability to recruit and retain sales professionals could have a material adverse effect on our business.

The recent global coronavirus (COVID-19) pandemic has and continues to cause disruption in the global economy and has caused extreme fluctuations in global financial markets, which has the potential to negatively impact our business plan and reduce available acquisition opportunities.

We are monitoring the potential impact of the global coronavirus pandemic that has severely impacted the United States, Europe, Asia and other countries throughout the world. Financial markets have been experiencing extreme fluctuations that may cause a contraction in available liquidity globally as important segments of the credit markets react to the development. The pandemic may lead to a decline in business and consumer confidence and presents the risk of an economic recession around the globe.

While at the present time, the Company is ~~within~~unable to estimate the ~~discretion~~potential impact of the virus on its financial condition, we anticipate lower transaction volumes from our institutional clients. It is possible that a significant prolonged disruption in the financial markets leading to materially lower trading activity of the Company’s clients would have a material adverse effect on the Company’s revenue. Our order execution services are operating remotely. The ~~Morgan Group, Inc.'s Board~~sponsored conferences are taking place as planned using virtual service providers. We will continue to monitor the virus’ impact on our customers, clients and financial results. We are unable to predict the likely duration or severity of ~~Directors~~the current disruption in financial markets and adverse economic conditions resulting from the pandemic which could materially and adversely affect our business plan. A significant prolonged disruption in the financial markets leading to materially lower trading activity of the Company’s clients would have a material adverse effect on the Company’s revenue, operating results and financial position. Any potential impact to our results of operations and financial condition will depend ~~among other factors, upon its earnings, financial condition,~~to a large extent on future developments and ~~capital requirements. The Morgan Group, Inc.'s ability to pay dividends is also limited by covenants with its lenders. The Morgan Group, Inc. cannot assure us~~new information that ~~it will pay any dividends. The costs of accident claims and insurance~~ could ~~reduce The Morgan Group, Inc.'s profitability. Motor vehicle accidents occur in~~emerge regarding the ~~ordinary course of The Morgan Group, Inc.'s business. Although The Morgan Group, Inc. maintains liability and cargo insurance, the number~~duration and severity of COVID-19 and the ~~accidents involving~~actions taken by authorities and other entities to contain COVID-19 or treat its ~~independent owner-operators and drivers can have significant~~impact, all of which are beyond our control.

There may be adverse effects on our business from unfavorable market conditions within the ~~profitability of its business through premium increases and amounts of loss retained by it below deductible limits or above total coverage. The Morgan Group, Inc.'s~~securities markets.

Our results of operations are affected by many economic factors, including the performance of the securities markets. We benefit from favorable market conditions within the U.S. securities markets, and the U.S. equity market in particular, especially when trading is stable and predictable. Moreover, securities markets regularly experience significant volatility, and such volatility may continue or increase in the future. Any deterioration in the securities market conditions, in general, and the equity markets, in particular, could reduce our revenues. In addition, any such deterioration in the equity markets, failure of these markets to sustain their prior levels of growth, or continued short-term volatility in these markets could result in investors withdrawing from the equity markets or decreasing their rate of investment, either of which would be likely to adversely ~~affected if it lost any~~affect us.

The quality of our securities research and success of our trading ideas could reduce revenues.

Success in the institutional research and sales trading business is dependent on quality of the securities research and success of our trading ideas. Quality research generally stimulates our institutional sales and trading

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business. Conversely, inferior research and poor performance tends to result in decreased sales and trading by our clients. The failure of our research to yield positive results for clients could, therefore, have a material adverse effect on us.

There is a possibility of losses associated with underwriting, trading and market-making activities.

Our underwriting and trading activities subject our capital to significant risks of loss. The risks of loss include those resulting from ownership of securities, extension of credit, leverage, liquidity, counterparty failure to meet commitments, client fraud, employee errors, misconduct and fraud (including unauthorized transactions by traders), failures in connection with the processing of securities transactions and litigation. We have procedures and internal controls to address such risks, but there can be no assurance that these procedures and controls will prevent losses from occurring.

The loss of institutional research services and underwriting revenues from GAMCO and its affiliates would have an adverse effect on our results of operations, and we can provide no assurance that these revenues will continue.

G. research earned $4.9 million and $3.8 million, or approximately 76% and 62%, of its ~~major customers. The Morgan Group, Inc.'s top ten customers have historically accounted~~commission revenue for the ~~majority~~years ended December 31, 2019 and 2018, respectively, and $0.7 million and $1.1 million, or approximately 67% and 74%, of its ~~operating~~commission revenue for the three months ended March 31, 2020 and 2019, respectively, from transactions executed on behalf of clients advised by affiliates of GAMCO. G.research earned $1.5 million and $2.0 million of research service fees for the years ended December 31, 2019 and 2018, respectively, pursuant to research services agreements with affiliates of GAMCO. The research services agreements were terminated effective as of January 1, 2020. G.research also earned $730,000 and $16,000 in sales manager fees for the years ended December 31, 2019 and 2018, respectively, and $0.3 million and zero dollars in sales manager fees for the three months ended March 31, 2020 and 2019. All of these selling concessions related to funds advised by affiliates of GAMCO. We can provide no assurance that commission revenue and selling concession revenues from GAMCO and its affiliates will continue and the loss of ~~one~~these revenues would have an adverse effect on our results of operations.

Operational risks may disrupt our businesses, result in regulatory action against us or limit our growth.

We face operational risk arising from errors made in the execution, confirmation or settlement of transactions or from transactions not being properly recorded, evaluated or accounted for. Our business is highly dependent on our ability to process, on a daily basis, transactions across markets in an efficient and accurate manner. Consequently, we rely heavily on our financial, accounting and other data processing systems. Despite the reliability of these systems and the training and skill of our teammates and third parties we rely on, it remains likely that errors may occasionally occur due to the extremely large number of transactions we process. In addition, if systems we use are unable to accommodate an increasing volume of transactions, our ability to expand our businesses could be constrained. If any of these systems do not operate properly or are disabled, we could suffer financial loss, a disruption of our businesses, liability to clients, regulatory intervention or reputational damage.

Failure to maintain adequate infrastructure could impede our productivity and growth. In addition, the failure to maintain effective information and cyber security policies, procedures and capabilities could disrupt operations and cause financial losses that could result in a decrease in our revenues and earnings.

Our infrastructure, including information systems, hardware, software, networks and other technology, is vital to the competitiveness of our business. Our information systems and technology are currently provided by GAMCO pursuant to an expense sharing agreement with the Company. GAMCO will continue to provide these services to us after the acquisition pursuant to that expense sharing agreement. The failure of GAMCO to maintain an adequate infrastructure commensurate with the size and scope of our business could impede our productivity and growth, which could cause our revenues and earnings to decline. GAMCO outsources a significant portion of our information systems operations to third parties, who are responsible for providing the management, maintenance and updating of such systems. Technology is subject to rapid change, and we cannot guarantee that our competitors may not implement more advanced technology platforms for their products than we do for ours. In addition, there can be no assurance that the cost of ~~them~~maintaining such outsourcing arrangements will not increase from its current level, which could have a material adverse effect on us.

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In addition, any inaccuracies, delays, system failures or security breaches in these and other systems could subject us to client dissatisfaction and losses. Our technology systems may be subject to unauthorized access, computer viruses or other malicious code or other events that could have a security impact. There can be no assurance that breach of our technology systems could result in material losses (such material losses including the loss of valuable information, liability for stolen assets or information, remediation costs to repair damage caused by the breach, additional security costs to mitigate against future incidents and litigation costs resulting from the incident) relating to such security breach of our technology systems. If a successful cyberattack or other security breach were to occur, our confidential or proprietary information, or the confidential or proprietary information of our clients or their counterparties, that is stored in, or transmitted through, such technology systems could be compromised or misappropriated. Moreover, loss of confidential customer identification information could harm our reputation and subject us to liability under laws that protect confidential personal data, resulting in increased costs or loss of revenues. Further, although we take precautions to password protect and encrypt our laptops and other mobile electronic hardware, there can be no assurance that these measures will always provide sufficient protection. If such hardware is stolen, misplaced or left unattended, it may become vulnerable to hacking or other unauthorized use, creating a possible security risk and resulting in potentially costly actions by us.

We may have been able to receive better terms from unaffiliated third parties than the terms provided in GAMCO and ACG’s transition services agreements with the Company.

The expense sharing agreements with GAMCO and ACG were not negotiated at arm’s length and accordingly, the terms thereof may not reflect terms that would have been reached between unaffiliated parties. Had this agreement been negotiated with an unaffiliated third party, the terms thereof might have been more favorable to us.

Our license to Private Market Value with a Catalyst™ service mark is terminable by GAMCO on 30 days prior notice.

We license on a non-exclusive and royalty free basis the Private Market Value with a Catalyst™ service mark for use in our business. GAMCO owns the service mark and may terminate the license on 30 days prior written notice. If the license is terminated, G.research will be obligated to cease use of the service mark in connection with the marketing of G.research’s services, which may have a material negative impact on our business.

The soundness of other financial institutions could adversely affect ~~The Morgan Group, Inc.'s results of operations. This risk is magnified by the fact that a number of The Morgan Group, Inc.'s major customers~~our business.

Financial services institutions are ~~experiencing financial difficulty~~interrelated as a result of trading, clearing, counterparty or other relationships. We and the ~~softness~~investments we manage may have exposure to many different industries and counterparties, and we routinely execute transactions with counterparties in the ~~manufactured housing~~financial services industry, including: brokers and ~~recreational vehicle markets. The competition for qualified drivers is intense~~dealers, commercial banks, investment banks, clearing organizations, mutual and ~~The Morgan Group, Inc. may not be able~~hedge funds and other institutions. Many of these transactions exposes and the accounts we manage to ~~recruit enough drivers. Recruitment and retention~~credit risk in the event of ~~qualified drivers and independent owner-operators is highly competitive.~~the counterparty’s default. There is no assurance that any such losses would not materially and adversely impact our revenues and earnings.

We face exposure to legal actions, including litigation and arbitration claims and regulatory and governmental examinations and/or investigations. Insurance coverage for these matters may be inadequate.

The ~~Morgan Group, Inc.'s drivers will continue~~volume of litigation and arbitration claims against financial services firms and the amount of damages claimed has increased over the past several years. The types of claims that we may face are varied. For example, we may face claims against us for purchasing securities that are inconsistent with a client’s investment objectives or guidelines or arising from an employment dispute. The risk of litigation is difficult to ~~maintain their contracts with The Morgan Group, Inc.~~predict, assess or that The Morgan Group, Inc. will be able to recruit a sufficient number of new drivers on terms similar to those presently in force. If The Morgan Group, Inc.'s owner-operators were considered employees rather than independent contractors, The Morgan Group, Inc.'s costs of operations would increase dramatically. Fromquantify, and may occur years after the activities or events at issue. In addition, from time to time ~~tax authorities~~we may become the subject of governmental or regulatory investigations and/or examinations. Even if we prevail in a legal or regulatory action, the costs alone of defending against the action or the harm to our reputation could have ~~sought~~a material adverse effect on us. The insurance coverage that we maintain with respect to ~~assert that independent contractors~~legal and regulatory actions may be inadequate or may not cover certain proceedings.

Our reputation is critical to our success.

Our reputation is critical to acquiring, maintaining and developing relationships with our clients. In recent years, there have been a number of well-publicized cases involving fraud, conflicts of interest or other

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misconduct by individuals in the ~~transportation service industry are employees, rather than independent contractors. The Morgan Group, Inc. maintains that its owner-operators are~~financial services industry. Misconduct by our staff, or even unsubstantiated allegations, could result not ~~employees. If its independent contractors were determined~~only in direct financial harm but also in harm to be employees, such determination could materially increase its tax and workers' compensation exposure. The Morgan Group, Inc.'s future acquisitions and expansions may not be profitable. Asour reputation, causing injury to the value of our brands. In addition, in certain circumstances, misconduct on the part of ~~its long term growth strategy,~~our clients or other parties could damage our reputation. Moreover, reputational harm may cause us to lose current employees and we may be unable to attract new employees with similar qualification or skills. Damage to our reputation could substantially impair our ability to maintain or grow our business, which could have a material adverse effect on us.

We face strong competition from numerous and sometimes larger companies.

We compete with numerous stock brokerage, securities research and investment banking firms. The ~~Morgan Group, Inc. intends to pursue favorable acquisition opportunities. Its strategic plan may also include the initiation~~periodic establishment of new institutional research and other competitors increases the competition that we face. At the same time, consolidation in the financial services industry has created stronger competitors with greater financial resources and broader marketing reach than our own. Competition is based on various factors, including, among others, business reputation, investment performance, product mix and offerings, service quality and innovation, strategic relationships and fees charged. Our competitive success in all of these areas cannot be assured.

Changes in laws or ~~products, either~~regulations or in governmental policies could limit the sources and amounts of our revenues, increase our costs of doing business, decrease our profitability and materially and adversely affect our business.

Our business is subject to extensive regulation in the United States, primarily at the federal level, including regulation by the SEC and FINRA. We are registered with the SEC as a broker-dealer and are a member of FINRA. The Exchange Act and FINRA’s rules impose numerous obligations on broker-dealers, including record-keeping, advertising and operating requirements, disclosure obligations and a broad range of other highly-detailed and complex regulatory requirements. Our failure to comply with applicable laws or regulations could result in fines, censure, suspensions of personnel or other sanctions, including revocation of our registration as a broker-dealer. Changes in laws or regulations or in governmental policies could limit the sources and amounts of our revenues, increase our costs of doing business, decrease our profitability and have a material adverse effect on our business.

Catastrophic and unpredictable events could have a material adverse effect on our business.

A terrorist attack, political unrest, war (whether or not directly involving the United States), power failure, cyber-attack, technology failure, natural disaster, global health pandemic or ~~through acquisition, within existing~~many other possible catastrophic or ~~complimentary~~unpredictable events could adversely affect our future revenues, expenses and earnings by, among other things: causing disruptions in United States, regional or global economic conditions; interrupting our normal business ~~lines. There is no assurance~~operations; inflicting employee casualties, including loss of our key executives; requiring substantial expenditures and expenses to repair, replace and restore normal business operations; and reducing investor confidence.

Pursuant to an expense sharing agreement with GAMCO, we have a disaster recovery plan to address certain contingencies, but it cannot be assured that ~~The Morgan Group, Inc.~~this plan will be ~~able~~effective or sufficient in responding to, ~~identify favorable acquisition opportunities, that its acquisitions will be successfully integrated into operations~~eliminating or ~~that such endeavors will prove~~ameliorating the effects of all disaster scenarios. If our employees or vendors we rely upon for support in a catastrophic event are unable to ~~be profitable. The seasonality of The Morgan Group, Inc.'s business~~respond adequately or in a timely manner, we may cause significant variation in quarterly results. The Morgan Group, Inc.'s operations have historically been seasonal, with higher operating revenues generated in the second and third quarters than in the first and fourth quarters. The seasonality of its business may cause a significant variation in its quarterly operating results. -8- Risks Related To Factors Outside of the Control of The Morgan Group, Inc. Economic slowdowns or recessions, especially in the manufactured housing industry, adversely affect the business of The Morgan Group, Inc. Periods of economic slowdown or recession, whether general, regional or industry-related,lose clients which may have a ~~great~~material adverse effect on revenues and earnings.

Risks Related to Our Common Stock

An active public trading market for our Common Stock may not develop.

Our Common Stock trades in the over-the-counter market. Approximately 87.3% and 8.35%, respectively, of our outstanding Common Stock is beneficially owned by Mario J. Gabelli and his affiliates, and Vincent M. Amabile, Jr., and, after the Spin-Off, approximately 87.3% and 8.35% is expected to be beneficially owned by Mario J. Gabelli and his affiliates, and Vincent M. Amabile, Jr., respectively. Therefore, such shares are not freely tradable as part of the public float. After the completion of the Spin-Off, a liquid public market for our Common Stock may not develop, especially because such a large percentage of our Common Stock will be held by a limited number of stockholders concentrated under the control of Mr. Gabelli. If an active trading market for our Common Stock does not develop, the market price and liquidity of the stock may be materially and adversely affected.

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We cannot predict the prices at which our Common Stock may trade in the future.

The market price of our Common Stock may fluctuate significantly due to a number of factors, some of which may be beyond our control, including:

our quarterly or annual earnings, or those of other companies in our industry;

actual or anticipated reductions in our revenue, net earnings and cash flow;

changes in accounting standards, policies, guidance, interpretations or principles;

the operating and stock price performance of other comparable companies;

overall market fluctuations; and

general economic conditions.

In particular, the realization of any of the risks described in these “Risk Factors” could have a significant and adverse impact on the ~~business~~market price of ~~The Morgan Group, Inc. The present downturn~~our Common Stock. In addition, the stock market in ~~manufactured housing sales~~general has experienced extreme price and volume volatility that has often been unrelated to the ~~financial difficulty~~operating performance of ~~its customers~~particular companies. This volatility has had a significant ~~adverse~~ impact on the ~~profitability~~market price of securities issued by many companies, including companies in our industry. The ~~Morgan Group, Inc., as shipments~~price of ~~manufactured housing~~our Common Stock could fluctuate based upon factors that have ~~historically accounted for a majority~~little or nothing to do with us, and these fluctuations could materially reduce our stock price.

Future sales of ~~its operating revenues. The Morgan Group, Inc. cannot assure us that it can achieve or sustain profitability under these conditions. These conditions could result in such severe reductions~~our Common Stock in the ~~cash flows available to The Morgan Group, Inc. that its ability to meet all its financial obligations~~public market could lower our stock price, and ~~cash flow requirements~~any additional capital raised by us through the sale of equity or convertible securities may dilute our stockholders’ ownership in us.

We may sell additional shares of our Common Stock in public or private offerings. We also may issue convertible debt or equity securities. In addition, ACG stockholders receiving shares of our Common Stock in the Spin-Off generally may sell those shares immediately in the public market, and sales by our current stockholders could be ~~impaired. Additionally, there~~perceived negatively. No prediction can be made as to the effect, if any, that future sales or distributions of our Common Stock beneficially owned by Mario J. Gabelli and his affiliates and Vincent M. Amabile, Jr. will have on the market price of our Common Stock from time to time. Sales or distributions of substantial amounts of our Common Stock, or the perception that such sales or distributions are ~~no assurances that the manufactured housing industry will rebound. Changes in government regulation~~likely to occur, could increase the costs of The Morgan Group, Inc. Motor carriers are subject to regulation by various federal and state governmental agencies, including the United States Department of Transportation. These regulatory agencies have broad powers, and the motor carrier industry is subject to regulatory and legislative changes that canadversely affect the ~~economics~~prevailing market price for our Common Stock.

The reduced disclosure requirements applicable to us as a “smaller reporting company” may make our Common Stock less attractive to investors.

We are a “smaller reporting company” and we may avail ourselves of ~~the industry by requiring changes~~certain exemptions from various reporting requirements of public companies that are not “smaller reporting companies” and, like smaller reporting companies, reduced disclosure obligations regarding executive compensation and corporate governance, reduced financial statement and financial data requirements, in our periodic reports and proxy statements. We cannot predict if investors will find our Common Stock less attractive because we may rely on these exemptions.

We do not intend to pay any cash dividends in the ~~operating practices or influencing the demand for,~~foreseeable future and, ~~the costs of providing, services to shippers. The Morgan Group, Inc. may not be able to pass such increased costs~~therefore, any return on ~~to its customers, which could impair its profitability. Increases~~your investment in interest rates and fuel prices may reduce profitability. The operations of The Morgan Group, Inc. are affected by fluctuations in interest rates. Demand for its services is affected by the availability of credit to purchasers of manufactured homes and recreational vehicles, which in turn is largely dependent on prevailing interest rates. Additionally, the price of fuel is an expense over which The Morgan Group, Inc. has little or no control. An increase in these costs could have an adverse impact on profitability. Currentour Common Stock must come from increases in the ~~cost~~fair market value and trading price of ~~insurance premiums may reduce profitability. Increases~~our Common Stock.

We do not intend to pay cash dividends on our Common Stock in the ~~cost~~foreseeable future. We expect to retain future earnings, if any, for reinvestment in our business. Also, any credit agreements, which we may enter into, may restrict our ability to pay dividends. Whether we pay cash dividends in the future will be at the discretion of ~~insurance premiums will increase the expenses of The Morgan Group, Inc.~~our Board and will ~~have an adverse impact~~be dependent upon our financial condition, results of operations, cash requirements, future prospects and any other factors our Board deems relevant. Therefore, any return on ~~its profitability~~your investment in our Common Stock must come from increases in the fair market value and trading price of our Common Stock. For more information, see “Dividend Policy.”

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Your percentage ownership in the Company may be diluted in the future.

Your percentage ownership in the Company may be diluted in the future because of equity awards that we may grant to the extent it is unable to pass such increases through to its customers. The Morgan Group, Inc. is in a competitive industry that could reduce the rates it can charge. The Morgan Group, Inc. is participating in a highly competitive industryour directors, officers and ~~rates offered by competitors affect the rates that it can charge for its services. If competitors' rates are reduced, such reduction~~other employees. In addition, we may ~~have the effect of reducing the rates The Morgan Group, Inc. can charge, thereby impairing its profitability. FORWARD-LOOKING STATEMENTS Some~~issue equity as all or part of the consideration paid for acquisitions and strategic investments that we may make in the future or as necessary to finance our ongoing operations.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This Prospectus contains “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements ~~contained~~give our current expectations or forecasts of future events. You can identify these statements because they do not relate strictly to historical or current facts. In some cases, these forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. They also appear in ~~this prospectus~~any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance of our products, level of expenses and anticipated expense reductions, the outcome of any legal proceedings, and financial results. Although we believe that we are ~~forward-looking~~basing our expectations and ~~may involve a number~~beliefs on reasonable assumptions within the bounds of ~~risks~~what we currently know about our business and ~~uncertainties. Those statements are subject to known and unknown risks, uncertainties and other~~operations, there can be no assurance that our actual results will not differ materially from what we expect or believe. The following factors ~~that~~ could cause our actual results to differ ~~materially~~ from ~~those contemplated by~~ our expectations or beliefs:

the potential adverse impact on our business resulting from the Spin-Off;

the adverse effect from a decline in the securities markets or from catastrophic, unpredictable events like a global health pandemic;

a decline in the performance of our products;

a general downturn in the economy;

changes in government policy or regulation;

changes in our ability to attract or retain key employees;

unforeseen costs and other effects related to legal proceedings or investigations of governmental and self-regulatory organizations; and

other factors (including the risks contained in the section titled “Risk Factors”) relating to our industry, our operations and results of operations.

The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. ~~We caution you that these forward-looking~~Forward-looking statements are ~~only predictions. We cannot assure you that the future results predicted, whether expressed or implied, will be achieved. The forward-looking statements~~not historical facts, and are based on current expectations, estimates and weprojections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, you are cautioned that any forward-looking statements are not ~~obligated~~guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Although we believe that the expectations reflected in our forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. Unless otherwise required by law, we also disclaim any obligation to update ~~this information. THE SPIN-OFF Reasons For The Spin-Off Lynch Interactive Corporation is undertaking this spin-off in order~~our view of any such risks or uncertainties or to ~~give you a direct ownership interest in us and an indirect interest in our chief asset, our controlling interest in The Morgan Group, Inc. The spin-off is also designed to separate our business from~~announce publicly the ~~other businesses of Lynch Interactive Corporation. As a~~ result of any revisions to the ~~-9-~~ spin-off, we expect that important benefits will accrue to both Lynch Interactive Corporation and us, including the following: o Capital Financing Flexibility. After the spin-off, each company should have greater capital planning flexibility, as each company will be free to useforward-looking statements made in this Prospectus.

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THE SPIN-OFF

Background

ACG currently beneficially owns through its own stock to fund acquisitions, subject to federal income tax considerations. Also, following the spin-off, we will no longer have to compete with other business units of Lynch Interactive Corporation to secure funding for investments we believe are appropriate to effect our growth plan. o Business Focus. As a result of the spin-off, each of Lynch Interactive Corporation and us will be better able to focus our attention and financial resources on each of our own businesses and on exploring and implementing the most appropriate strategic plans. o Simplified Internal Structures. Management of each company should be able to implement simplified organizational and internal reporting structures. Manner Of Effecting The Spin-Off The spin-off will be effected by a stock dividend paid to each holder of record of Lynch Interactive Corporation common stock. The spin-off ratio will be one share of our common stock for each share of Lynch Interactive Corporation common stock outstanding on the spin-off record date. Lynch Interactive Corporation stockholders will not be required to pay forwholly owned subsidiary, ISH, 50,000,000 shares of our ~~common stock received in~~Common Stock, which represents approximately 83.3% of the ~~spin-off. Additionally, Lynch Interactive Corporation stockholders will not need~~shares outstanding. These shares were acquired on October 31, 2019 upon consummation of the acquisition. ACG is deemed to ~~surrender or exchange Lynch Interactive Corporation common stock in order to receive~~be a beneficial owner of the shares of our ~~common stock. All~~Common Stock covered by this Prospectus because it has voting and dispositive power over such shares.

On March 14, 2020, the ACG Board approved the Spin-Off. ACG will distribute all of its equity interest that it holds in us, consisting of 50,000,000 shares of our Common Stock, to ACG’s stockholders on a pro rata basis. Following the Spin-Off, ACG will not own any equity interest in or possess control over us, and we will operate independently from ACG. No approval of ACG common ~~stock received by Lynch Interactive Corporation~~ stockholders is required in connection with the ~~spin-off~~Spin-Off, and ACG’s common stockholders will ~~be fully paid and non-assessable. Lynch Interactive Corporation stockholders do~~ not have any appraisal rights in connection with the spin-off. On or about [___________], 2001 and continuing through [_____________], 2001, Lynch Interactive Corporation common stock will trade on the American Stock Exchange with due bills attached. Spin-Off.

The due bills will entitle a purchaser of Lynch Interactive Corporation common stock during this period to receive one share of our common stock for one share of Lynch Interactive Corporation common stock purchased. Accordingly, a seller of Lynch Interactive Corporation common stock during the due bill period will have to deliver the certificate for our common stockSpin-Off is subject to the ~~buyer~~satisfaction, or the ACG Board’s waiver, of ~~Lynch Interactive Corporation common stock once he or she receives our certificate. As~~a number of conditions. In addition, ACG has the ~~American Stock Exchange is aware of~~right not to complete the ~~due bill period, no notification by a purchaser or seller is necessary when trading Lynch Interactive Corporation common stock. If~~Spin-Off if, at any time, the ~~spin-off~~ACG Board determines, in its sole and absolute discretion, that the Spin-Off is not ~~completed, all due bills attaching~~in the best interests of ACG or its stockholders or is otherwise not advisable. For a more detailed description, see “The Spin-Off—Conditions to ~~Lynch Interactive Corporation common stock will become null~~the Spin-Off.”

Reasons for the Spin-Off

The ACG Board previously considered undertaking block sale transactions, open market sales, potential exchange offer and ~~void. In order to be entitled to receive~~other potential means of disposing of its significant ownership position in shares of our Common Stock. Ultimately, after consideration of the alternatives, the ACG Board determined that distributing pro rata all of the shares of our Common Stock that it beneficially owns to ACG’s stockholders was in the best interest of ACG’s stockholders. The ACG Board considered the following potential benefits in deciding to pursue the Spin-Off:

The separation resulting from the Spin Off will reduce direct conflicts of interest between the two companies that may otherwise result from the direct parent-subsidiary control relationship that will no longer exist following the Spin Off.

Interests of Certain Persons

As of May 11, 2020, Mario J. Gabelli, through his control and majority ownership of GGCP, Inc., a private company, referred to as GGCP, through GGCP Holdings, LLC, a subsidiary of GGCP, and his individual direct ownership of ACG common stock, ~~in the spin-off, Lynch Interactive Corporation stockholders must be holders~~beneficially owns 1,851 shares of ~~record of Lynch Interactive Corporation~~ACG class A common stock atand a majority of the outstanding ACG class B common stock, representing approximately 96.3% of the combined voting power of ACG’s outstanding common stock and approximately 79% of the equity interest. Accordingly, Mr. Mario J. Gabelli is deemed to control ACG. In addition, Mario J. Gabelli beneficially owns 52,385,844, or 87.3% of our outstanding Common Stock. See “Security Ownership of Certain Beneficial Owners and Management.” After the Spin-Off, Mario J. Gabelli will become the beneficial owner of approximately 73.94% of the outstanding shares of our Common Stock.

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When and How You Will Receive Company Shares

ACG will distribute to its stockholders, as a pro rata dividend, shares of our Common Stock for every share of ACG common stock outstanding as of 5:00 p.m., New York City time, on , 2020, the ~~spin-off effective date, which is expected~~Record Date of the Distribution.

Prior to ~~be [_____________], 2001. The dividend agent is American~~the Spin-Off, ACG will deliver all of the issued and outstanding shares of our Common Stock ~~Transfer & Trust Company.~~to the distribution agent. American Stock Transfer & Trust Company, LLC, the transfer agent and registrar for our Common Stock, will ~~commence mailing our~~serve as distribution agent in connection with the Distribution.

If you own ACG common stock as of 5:00 p.m., New York City time, on , 2020, the shares of our Common Stock that you are entitled to receive in the Distribution will be issued to your account as follows:

Registered stockholders. If you own your shares of ACG common stock directly through ACG’s transfer agent, Computershare, you are a registered stockholder. In this case, our transfer agent, American Stock Transfer & Trust Company, LLC, which is serving as the distribution agent in connection with the Distribution, will credit the whole shares of our Common Stock you receive in the Distribution to a new book-entry account established on or shortly after the Distribution Date. Registration in book-entry form refers to a method of recording share ownership where no physical stock certificates are issued to stockholders, as is the case in the Distribution. You will be able to access information regarding your book-entry account holding our shares of Common Stock at American Stock Transfer & Trust Company, LLC. Commencing on or shortly after the Distribution Date, the distribution agent will mail to you an account statement that indicates the number of whole shares of our Common Stock that have been registered in book-entry form in your name. We expect it will take the distribution agent up to two weeks after the Distribution Date to complete the distribution of the shares of our Common Stock and mail statements of holding to all registered stockholders.

“Street name” or beneficial stockholders. If you own your shares of ACG common stock beneficially through a bank, broker or other nominee, the bank, broker or other nominee holds the shares in “street name” and records your ownership on its books. If you own your shares of ACG common stock through a bank, broker or other nominee, your bank, broker or other nominee will credit your account with the whole shares of our Common Stock that you receive in the Distribution on or shortly after the Distribution Date. We encourage you to contact your bank, broker or other nominee if you have any questions concerning the mechanics of having shares held in “street name.”

We will not issue any physical stock certificates to any stockholders, even if requested.

If you sell any of your shares of ACG common stock on or before the Distribution Date, the buyer of those shares may in some circumstances be entitled to receive the shares of our Common Stock to be distributed in respect of the shares of ACG common stock you sold. See “The Spin-Off—Trading Prior to the Distribution Date” for more information.

We are not asking ACG stockholders to take any action in connection with the Spin-Off. No approval of the holders of ACG common stock is required for the Spin-Off. We are not asking you for a proxy and request that you not send us a proxy. We are also not asking you to make any payment or surrender or exchange any of your shares of ACG common stock for shares of our Common Stock. The number of outstanding shares of ACG common stock will not change as a result of the Spin-Off.

Number of Shares You Will Receive

On the Distribution Date, you will receive shares of our Common Stock for every share of ACG common stock you hold on the ~~spin-off effective date.~~ Record Date.

Treatment of Fractional Shares

The distribution agent will not distribute any fractional shares of our Common Stock in connection with the Spin-Off. Instead, the distribution agent will aggregate all fractional shares into whole shares and sell the whole shares in the open market at prevailing market prices on behalf of stockholders entitled to receive a fractional share. The distribution agent will then distribute the aggregate cash proceeds of the sales, net of brokerage fees and other costs, pro rata to these holders (net of any required withholding for taxes applicable to each holder). We anticipate that the distribution agent will make these sales within three trading days following the Distribution Date.

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The distribution agent will send to each registered holder of ACG common stock entitled to a fractional share a check in the cash amount deliverable in lieu of that holder’s fractional share as soon as practicable following the Distribution Date. We expect the distribution agent to take up to two weeks after the Distribution Date to complete the distribution of cash in lieu of fractional shares to ACG stockholders. If you hold your shares through a bank, broker or other nominee, your bank, broker or nominee will receive, on your behalf, your pro rata share of the aggregate net cash proceeds of the sales.

No interest will be paid on any cash you receive in lieu of a fractional share. The cash you receive in lieu of a fractional share will generally be taxable to you for U.S. federal income tax purposes. See “Material U.S. Federal Income Tax Consequences of the Spin-Off” for more information.

Results ~~Of The~~of the Spin-Off ~~Following~~

After the ~~spin-off,~~Spin-Off, we will beremain a ~~separate,~~ publicly-traded company, ~~(See "Trading~~and ACG will have no continuing stock ownership interest in or possess control over us. Immediately following the Spin-Off, we expect to have approximately holders of ~~Our~~shares of our Common ~~Stock" below). Immediately after the spin-off,~~Stock, based on the number of ~~outstanding~~ACG stockholders and shares of ~~Lynch Interactive Corporation common stock and the number of record holders on [______________], 2001, we expect to have 3,055,345 shares of~~ACG common stock outstanding ~~held by approximately [_______] record~~on , 2020. The actual number of holders ~~and [_______] beneficial holders. Lynch Interactive Corporation is retaining 235,294~~of shares of our Common Stock will depend on the actual number of holders of shares of ACG common stock ~~which it will hold as escrow agent. Should Cascade Investment LLC,~~outstanding on the holder of an outstanding convertible promissory note, issued by Lynch Interactive Corporation convert all or a portion of the principal amount of that note into shares of Lynch Interactive Corporation common stock prior to December 10, 2004, Lynch Interactive -10- Corporation will transfer to Cascade Investment LLC a pro rata portion of those 235,294 shares of common stock, depending on how much of the principal amount of such note is converted, to Cascade Investment LLC. Should Cascade Investment LLC fail to convert any or all of the principal amount of such note into shares of Lynch Interactive Corporation common stock prior to December 10, 2004, ownership of any shares of our common stock then remaining in that escrow account will be retained by Lynch Interactive Corporation. Lynch Interactive Corporation has advised us that it intends to sell or dispose of any shares of our common stock retained by it prior to the fifth anniversary of the spin-off. Following the spin-off, Lynch Interactive Corporation will continue to own and operate its other businesses.Record Date. The ~~spin-off~~Spin-Off will not affect the number of outstanding shares of ~~Lynch Interactive Corporation~~ACG common stock or any rights of ~~Lynch Interactive Corporation stockholders.~~ACG stockholders, although it is possible that the trading price of shares of ACG common stock immediately following the Distribution may be lower than immediately prior to the Distribution because the trading price of ACG common stock will no longer reflect the value of ACG’s ownership stake in the Company. Nevertheless, we do not expect the trading price of shares of ACG common stock immediately following the Spin-Off to be materially lower than immediately prior to the Spin-Off because the value of Morgan Group Holding Co. and our subsidiary reflects an immaterial amount of ACG’s assets. However, until the market has fully analyzed the value of ACG without the Company, the trading price of shares of ACG common stock may fluctuate.

Listing and Trading Of of our Common Stock

Our Common Stock ~~We do~~is not ~~expect~~listed on any ~~public~~securities exchange and currently trades in the over-the-counter market where quotations are available through OTC Pink^®’s quotation service under the symbol “MGHL.”

Neither we nor ACG can assure you as to the trading ~~market for our~~price of ACG common stock ~~to exist before~~ or our Common Stock after the ~~spin-off,~~Spin-Off, or as ~~we do not intend~~ to ~~list~~whether the combined trading prices of our Common Stock and the ACG common stock ~~on any national securities exchange~~after the Spin-Off will be less than, equal to or ~~automated quotation system.~~greater than the trading prices of ACG common stock prior to the Spin-Off. The ~~ability~~trading price of our Common Stock may fluctuate following the Spin-Off. See “Risk Factors—Risks Relating to ~~buy or sell~~the Spin-Off” for more detail.

The shares of our ~~common stock may accordingly be very limited. Absent any state law restrictions, the shares of our common stock~~Common Stock distributed to ~~be issued to Lynch Interactive Corporation~~ACG stockholders will be freely transferable, except for shares received by ~~persons~~individuals who are considered an “affiliate” of ours under Rule 144 under the Securities Act. Individuals who may be ~~deemed to be our "affiliates" under the Securities Act of 1933, as amended. Persons who may be deemed to be~~considered our affiliates after the ~~spin-off generally~~Spin-Off include individuals ~~or entities that~~who control, are controlled by or are under common control with us, ~~and may~~as those terms generally are interpreted for federal securities law purposes. These individuals include ~~certain~~some or all of our directors and executive officers and ~~directors. Persons~~Mario J. Gabelli. Individuals who are our affiliates will be permitted to sell their shares of our ~~common stock~~Common Stock only pursuant to an effective registration statement under the Securities Act, ~~of 1933, as amended,~~ or an exemption from the registration requirements of the Securities Act, ~~of 1933, as amended,~~ such as the ~~exemptions~~exemption afforded by ~~Section 4~~Rule 144 thereunder.

Trading Prior to the Distribution Date

We anticipate that trading in our Common Stock to be issued in the Distribution will begin on a “when-issued” basis as early as two trading days prior to the Record Date for the Distribution and continue up to and including the Distribution Date. “When-issued” trading in the context of a spin-off refers to a sale or purchase made conditionally on or before the Distribution Date because the securities of the ~~Securities Act~~spun-off entity have not yet been distributed. If you own shares of ~~1933,~~ACG common stock at the close of business on the Record Date, you will be entitled to receive shares of our Common Stock in the Distribution. You may trade this entitlement to receive shares of our Common Stock, without the shares of ACG common stock you own, on the “when-issued” market. We expect “when-issued” trades of our Common Stock to settle within four trading days after the Distribution Date. On the first trading day following the Distribution Date, we expect that “when-issued” trading of our Common Stock will end and “regular-way” trading will continue for all of our outstanding Common Stock.

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We also anticipate that, as ~~amended,~~early as two trading days prior to the Record Date and ~~Rule 144~~continuing up to and including the Distribution Date, there will be two markets in ACG common stock: a “regular-way” market and an “ex-distribution” market. Shares of ACG common stock that trade on the regular-way market will trade with an entitlement to receive shares of our Common Stock in the Distribution. Shares that trade on the ex-distribution market will trade without an entitlement to receive shares of our Common Stock in the Distribution. Therefore, if you sell shares of ACG common stock in the regular-way market up to and including the Distribution Date, you will be selling your right to receive shares of our Common Stock in the Distribution. However, if you own shares of ACG common stock at the close of business on the Record Date and sell those shares on the ex-distribution market up to and including the Distribution Date, you will still receive the shares of our Common Stock that you would otherwise be entitled to receive in the Distribution.

If “when-issued” trading occurs, the trading in our Common Stock is expected to be under a trading symbol different from our regular-way trading symbol. We will announce our “when-issued” trading symbol when and if it becomes available. If the Spin-Off does not occur, all “when-issued” trading will be null and void.

Conditions to the Spin-Off

We expect that the separation will be effective on the Distribution Date, provided that the following conditions shall have been satisfied or waived by ACG:

the ACG Board shall have authorized and approved the Distribution and not withdrawn such authorization and approval, and shall have declared the dividend of our Common Stock to ACG stockholders;

the SEC shall have declared effective our Registration Statement on Form S-1, of which this Prospectus is a part, under the Securities Act, and no stop order suspending the effectiveness of ~~1933, as amended (with~~our Registration Statement shall be in effect and no proceedings for that purpose shall be pending before or threatened by the ~~exemption under Rule 144 not available until 90 days after~~SEC;

no order, injunction or decree issued by any governmental authority of competent jurisdiction or other legal restraint or prohibition preventing consummation of the ~~effective date~~Distribution shall be in effect, and no other event outside the control of ~~this registration statement). Lynch Interactive Corporation will account for~~ACG shall have occurred or failed to occur that prevents the ~~spin-off as a dividend out~~consummation of ~~its retained earnings. If~~ the Distribution;

no ~~retained earnings exist at~~other events or developments shall have occurred prior to the ~~time of distribution, it will be accounted for as a reduction in paid-in capital. Expenses It is expected~~Distribution Date that, ~~we will expend a total of approximately $150,000 for legal fees, printing, organization costs and other costs involved~~ in the ~~distribution~~judgment of the ACG Board, would result in the Spin-Off having a material adverse effect on ACG or its stockholders;

prior to the Distribution Date, this Prospectus shall have been mailed to the holders of ACG common stock; and

ACG shall have received a certificate signed by our ~~common stock. Regulations Affecting~~Chief Financial Officer, dated as of the ~~Price~~Distribution Date, certifying the satisfaction of certain conditions.

ACG shall, in its sole and ~~Marketability~~absolute discretion, determine the Record Date, the Distribution Date and all terms of the Distribution, including the form, structure and terms of any transactions and/or offerings to effect the Distribution and the timing of and conditions to the consummation thereof. In addition and notwithstanding anything to the contrary set forth in this Prospectus, ACG may at any time and from time to time until the Distribution decide to abandon the Distribution including by accelerating or delaying the timing of the consummation of all or part of the Distribution or modifying or changing the terms of the Distribution if, at any time, the ACG Board determines, in its sole and absolute discretion, that the Distribution is not in the best interests of ACG or its stockholders or is otherwise not advisable.

Reasons for Furnishing this Prospectus

We are furnishing this Prospectus solely to provide information to ACG’s stockholders who will receive shares of our Common Stock ~~Because of~~in the ~~anticipated low price~~Distribution. You should not construe this Prospectus as an inducement or encouragement to buy, hold or sell any of our ~~common stock and the fact that it is not listed on~~securities or any ~~national~~ securities ~~exchange or automated quotation system, our common stock is likely to be subject to a number~~ of regulations that can affect its price and your ability to sell it. For example, Rule 15g-9 under the Securities Exchange Act of 1934, as amended, would apply to our common stock. This rule imposes sales practice requirements on broker-dealers that sell low priced securities to persons other than established customers and institutional accredited investors. For transactions covered by this rule, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser's written consent to the transaction. In addition, because the penny stock rules are expected to apply to our common stock, our stockholders may find it more difficult to sell their securities. The rules of the Securities and Exchange Commission define a penny stock to be any equity security that has a market price or exercise price of less than $5.00 per share, subject to some exceptions. The penny stock rules require broker-dealers to deliver a standardized risk disclosure document prescribed by the Securities and Exchange Commission, to provide the customer with additional information, including the current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, monthly account statements showing the market value of each penny stock held in the customer's account, and to make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These requirements may reduce the level of trading activity in any secondary market for our common stock and may adversely affect the ability of broker-dealers to sell our securities. -11- Agreements Between Us and Lynch Interactive Corporation and our Relationship After the Spin-Off After the spin-off, we and Lynch Interactive Corporation will operate independently of each other as separate public companies. We entered into an agreement with Lynch Interactive Corporation providing for the transfer of Lynch Interactive Corporation's stock holdings in The Morgan Group, Inc. prior to the spin-off. We also entered into an agreement with Lynch Interactive Corporation that will define our responsibilities regarding the following: o Indemnification against certain liabilities, including liabilities for taxes; o Corporate transitional matters, including the transfer of assets and liabilities under employee benefit plans; o Space sharing and other administrative services; o Allocation of taxes; and o Repayment of indebtedness. These agreements were negotiated before the spin-off and thus were negotiated between affiliated parties.ACG. We believe that the ~~terms~~information contained in this Prospectus is accurate as of ~~these agreements equitably reflect~~ the ~~benefits~~date set forth on the cover. Changes to the information contained in this Prospectus may occur after that date, and ~~costs~~neither we nor ACG undertakes any obligation to update the information except in the normal course of our ~~ongoing relationship with Lynch Interactive Corporation. However, we cannot assure you that any~~and ACG’s public disclosure obligations and practices and except as required by applicable law.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE SPIN-OFF

Consequences to U.S. Holders of these agreements, or that any of the transactions provided for in these agreements, were effected on terms at least as favorable to us or to Lynch Interactive Corporation as could have been obtained from unaffiliated third parties. Following the spin-off, additional or modified agreements, arrangements and transactions may be entered into by us and Lynch Interactive Corporation. Any such future agreements, arrangements and transactions will be determined through arm's-length negotiations. Material Federal Income Tax Consequences Lynch Interactive Corporation received an opinion to the effect that, among other things, the spin-off should qualify as a tax-free spin-off to Lynch Interactive Corporation and its stockholders under Sections 368(a)(1)(D) and 355 of the Internal Revenue Code, as amended. ACG Common Stock

The following is a summary of the material U.S. federal income tax consequences to ~~Lynch Interactive Corporation~~holders of ACG common stock in connection with the Distribution. This summary is based on the Code, the Treasury Regulations promulgated under the Code and judicial and administrative interpretations of those laws, in each case as in effect and available as of the date of this Prospectus and all of which are subject to change at any time, possibly with retroactive effect. Any such change could affect the tax consequences described below.

This summary is limited to holders of ACG common stock that are U.S. Holders, as defined immediately below, that hold their ACG common stock as a capital asset. A “U.S. Holder” is a beneficial owner of ACG common stock that is, for U.S. federal income tax purposes:

an individual who is a citizen or a resident of the United States;

a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized under the laws of the United States or any state thereof or the District of Columbia;

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

a trust if a court within the United States is able to exercise primary jurisdiction over its administration and one or more U.S. persons have the authority to control all of its substantial decisions or, in the case of a trust that was treated as a domestic trust under law in effect before 1997, a valid election is in place under applicable Treasury Regulations.

This summary does not discuss all tax considerations that may be relevant to stockholders ~~expected~~in light of their particular circumstances, nor does it address the consequences to ~~result from~~stockholders subject to special treatment under the ~~spin-off. o A Lynch Interactive Corporation stockholder~~U.S. federal income tax laws, such as:

dealers or traders in securities or currencies;

tax-exempt entities;

banks, financial institutions or insurance companies;

real estate investment trusts, regulated investment companies or grantor trusts;

persons who acquired ACG common stock pursuant to the exercise of employee stock options or otherwise as compensation;

stockholders who own, or are deemed to own, 10% or more, by voting power or value, of ACG equity;

stockholders owning ACG common stock as part of a position in a straddle or as part of a hedging, conversion or other risk reduction transaction for U.S. federal income tax purposes;

certain former citizens or long-term residents of the United States or green card holders;

stockholders who are subject to the alternative minimum tax; or

persons who own ACG common stock through partnerships, certain trusts or other pass-through entities.

This summary does not address any U.S. state, local or non-U.S. tax consequences or any estate, gift or other non-income tax consequences.

If a partnership, or any other entity treated as a partnership for U.S. federal income tax purposes, holds ACG common stock, the tax treatment of a partner in that partnership will generally depend on the status of the partner and the activities of the partnership. Such a partner or partnership should ~~not recognize any taxable~~consult its own tax advisor as to its tax consequences.

YOU SHOULD CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX CONSEQUENCES OF THE DISTRIBUTION.

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General

Subject to the qualifications and limitations set forth herein (including the discussion below relating to the receipt of cash in lieu of fractional shares), the Company and ACG expect that the consequences of the Spin-Off for U.S. federal income tax purposes will be:

no gain or loss will be recognized by, or be includible in the income of, a U.S. Holder as a result of the ~~spin-off. o A Lynch Interactive Corporation stockholder should apportion~~ Distribution, except with respect to any cash received in lieu of fractional shares;

the aggregate tax basis ~~for his or her Lynch Interactive Corporation stock on which our~~of the ACG common ~~stock is distributed between the Lynch Interactive Corporation~~ stock and our Common Stock held by each U.S. Holder immediately after the Distribution will be the same as the aggregate tax basis of the ACG common stock ~~received in~~held by the ~~spin-off~~U.S. Holder immediately before the Distribution, allocated between the ACG common stock and our Common Stock in proportion to ~~the~~their relative fair market values ~~of Lynch Interactive Corporation stock and our common stock~~ on the date of the ~~spin-off. o The~~Distribution (subject to reduction upon the deemed sale of any fractional shares); and

the holding period ~~for~~of our Common Stock received by each U.S. Holder will include the holding period of their ACG common stock, received by a Lynch Interactive Corporation stockholder in the spin-off should include the period during which he or she held the Lynch Interactive Corporation stock on which our common stock is distributed, provided that ~~the Lynch Interactive Corporation~~such ACG common stock is held as a capital asset ~~by such holder~~ on the date of the ~~spin-off. o Lynch Interactive Corporation~~Distribution.

U.S. Holders that have acquired different blocks of ACG common stock at different times or at different prices should ~~not~~consult their tax advisors regarding the allocation of their aggregate adjusted tax basis among, and the holding period of, shares of our Common Stock distributed with respect to such blocks of ACG common stock.

If a U.S. Holder receives cash in lieu of a fractional share of Common Stock as part of the Distribution, the U.S. Holder will be treated as though it first received a distribution of the fractional share in the Distribution and then sold it for the amount of cash actually received. Provided the fractional share is considered to be held as a capital asset on the date of the Distribution, the U.S. Holder will generally recognize ~~any~~capital gain or loss measured by the difference between the cash received for such fractional share and the U.S. Holder’s tax basis in that fractional share, as ~~a result~~determined above. Such capital gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period for the ACG common stock is more than one year on the date of the ~~spin-off. Current United States Treasury regulations require~~Distribution.

The positions above do not address any U.S. state or local or foreign tax consequences of the Distribution and assume that the Distribution will be completed in a manner and under circumstances consistent with the description of the Distribution contained in this Prospectus.

If the Distribution were determined not to qualify for non-recognition of gain and loss, the above consequences would not apply and U.S. Holders could be subject to tax. In this case, each ~~Lynch Interactive Corporation stockholder~~U.S. Holder who receives our Common Stock in the Distribution would generally be treated as receiving a distribution in an amount equal to the fair market value of our Common Stock received, which would generally result in:

a taxable dividend to the U.S. Holder to the extent of that U.S. Holder’s pro rata share of ACG’s current and accumulated earnings and profits;

a reduction in the U.S. Holder’s basis (but not below zero) in ACG common stock to the extent the amount received exceeds the stockholder’s share of ACG’s earnings and profits; and

a taxable gain from the exchange of ACG common stock to the extent the amount received exceeds the sum of the U.S. Holder’s share of ACG’s earnings and profits and the U.S. Holder’s basis in its ACG common stock.

Backup Withholding and Information Statement

Payments of cash in lieu of a fractional share of our Common Stock may, under certain circumstances, be subject to federal “backup withholding” at the ~~spin-off~~current rate of 24% unless a U.S. Holder provides proof of an applicable exemption from backup withholding or a correct taxpayer identification number, and otherwise complies with the requirements of the backup withholding rules. Corporations are generally exempt from backup withholding, but may be required to provide a certification to establish their entitlement to the exemption. Backup withholding is not an additional tax, and all or a portion of the amount withheld may be refunded or credited against a U.S. Holder’s U.S. federal income tax liability if the required information is timely provided to the IRS.

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Treasury Regulations require each ACG stockholder that, immediately before the Spin-Off, owned 5% or more (by vote or value) of the total outstanding stock of ACG to attach to ~~his or her~~such stockholder’s U.S. federal income tax return for the year in which the ~~spin-off~~Spin-Off occurs a ~~detailed~~ statement setting forth ~~such data as~~certain information related to the Spin-Off.

U.S Federal Income Tax Consequences to ACG

The following is a summary of the material U.S. federal income tax consequences to ACG in connection with the Spin-Off that may be ~~appropriate in order~~relevant to ~~show~~holders of ACG common stock.

ACG expects that the ~~applicability~~Spin-Off should qualify for non-recognition of gain and loss under Section 355 of the ~~Internal Revenue~~ Code of 1986, as amended, to the spin-off. Lynch Interactive Corporation will provide the appropriate information to each stockholder of record as of the spin-off record date. -12- ~~The summary of~~for U.S. federal income tax ~~consequences~~purposes. This conclusion is subject to the same qualifications and limitations as are set forth above isin relation to the tax consequences of the Spin-Off to U.S. Holders.

If the Spin-Off were determined not to qualify for ~~general information only~~non-recognition of gain and ~~may not be applicable~~loss under Section 355 of the Code, then ACG would recognize gain in an amount up to ~~stockholders who receive their shares~~the fair market value of our ~~common stock through~~Common Stock held by it immediately before the exercise of employee stock options or otherwise as compensation or who are otherwise subject to special treatment under the Internal Revenue Code, as amended. All stockholders should consult their own tax advisors as to the particular tax consequences to them, including the applicability and effect of state, local and foreign tax laws. Reasons For Furnishing This Prospectus. This prospectus is being furnished by us and Lynch Interactive Corporation solely to provide information to Lynch Interactive Corporation stockholders about the receipt of our common stock in the spin-off. It is not, and is not to be construed as, an inducement or encouragement to buy or sell any of our securities or those of Lynch Interactive Corporation. Spin-Off.

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USE OF PROCEEDS ~~Our common stock is being distributed in connection with our spin-off from Lynch Interactive Corporation. None of Lynch Interactive Corporation, The Morgan Group, Inc. or us~~

We will not receive any proceeds from the ~~distribution~~Distribution of our ~~stock. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Morgan Group Holding Co. As set forth above, we are a wholly owned subsidiary~~Common Stock in the Spin-Off.

DETERMINATION OF OFFERING PRICE

No consideration will be paid for the shares of ~~Lynch Interactive Corporation. Our common stock is not publicly traded and following~~our Common Stock distributed in the ~~spin-off, we~~Spin-Off.

DIVIDEND POLICY

We do not intend, ~~to list it on any national securities exchange or automated quotation system. In addition, an exemption from~~following the reigstration requirements of state securities laws is not automatically available in all 50 states and we may be able to qualify for such exemption in certain states. The ability to buy or sell shares of our common stock may accordingly be very limited. Dividend Policy We do not expectSpin-Off, to pay cash dividends on our ~~common stock~~Common Stock in the foreseeable future. ~~To the extent we obtain financing in the future, such funding sources may prohibit the payment of dividends.~~ We ~~currently intend~~expect to retain ~~any~~ future earnings, if any, for ~~use~~reinvestment in our business. The Morgan Group, Inc. Shares of The Morgan Group, Inc.'s Class A common stock are quoted on the American Stock Exchange under the symbol "MG." The following table sets forth the high and low sales price per share of its Class A common stock for each quarter in fiscal 2000 and 1999, and the first three quarters of fiscal 2001. Years Ended December 31, 2001 2000 1999 -------------------------- ---------------------------- -------------------------- High Low High Low High Low ----------- ---------- ----------- ------------ ----------- ---------- First Quarter $ 4.75 $ 3.80 $ 8.50 $ 5.38 $ 9.13 $ 6.63 Second Quarter 4.20 3.65 7.88 6.13 8.75 6.75 Third Quarter 3.85 3.45 7.25 5.25 9.88 7.00 Fourth Quarter N/A N/A 6.06 3.75 7.88 5.44 As of September 30, 2001, there were 150 holders of record of The Morgan Group, Inc.'s Class A common stock and one holder of record of The Morgan Group, Inc.'s Class B common stock, Lynch Interactive Corporation. The Morgan Group, Inc. estimates that its Class A common stock is owned beneficially by approximately 289 persons. There is no market for its Class B -13- ~~common stock, and its management has no plans~~Any credit agreements which we may enter into may restrict our ability to list the Class B common stock on any exchange. As of September 30, 2001, there were 1,248,157 shares of The Morgan Group, Inc.'s Class A common stock outstanding and 2,200,000 shares of its Class B common stock outstanding for an aggregate of 3,448,157 shares of its common stock issued and outstanding. Dividend Policy In 1999, The Morgan Group, Inc. declared a dividend of $0.02 in each quarter, and in 2000, it declared a dividend of $0.02 in the first and second quarter. In the third quarter of 2000, The Morgan Group, Inc. reduced the dividend rate to $0.01, and it did not declare a dividend in the fourth quarter of 2000. The Morgan Group, Inc.'s charter provides that dividends on its Class A common stock may be up to 100% greater than dividends on its Class B common stock. Historically, dividends paid on the Class A common stock have been twice the amount paid on the Class B common stock. The Morgan Group, Inc. expects this will continue to be true of future dividends, if any.pay dividends. The payment of dividends ~~is within~~in the future will be subject to the discretion of ~~its~~our Board ~~of Directors~~ and will depend, among other things, ~~upon earnings, capital~~on our financial condition, results of operations, cash requirements, future prospects and ~~its financial condition. In addition, The Morgan Group, Inc. cannot declare dividends greater $200,000~~any other factors our Board deems relevant. There can be no assurance that a payment of a dividend will occur in the ~~aggregate for any fiscal year under one of its financing arrangements, and no dividends can be declared if a default or an event of default has occurred.~~ future.

CAPITALIZATION

The following table sets forth our ~~debt~~cash and capitalization as of ~~September 30, 2001. This~~March 31, 2020. The following table should be read in conjunction with our financial statements and notes thereto included elsewhere in this prospectus. At September 30, 2001 ---------------------------------- Liabilities: (In thousands) Current Liabilities Trade accounts payable $4,806 Note payable to bank 1,369 Accrued liabilities 4,489 Accrued claims payable 3,013 Refundable deposits 1,154 Current portion of long-term debt and capital lease obligations 147 ----------------- Total current liabilities 14,978 ----------------- Long-term debt and capital lease obligations, less current portion 16 Deferred income taxes 744 Long-term accrued claims payable 4,821 Minority interests 2,772 Equity, investments by and advances from Lynch Interactive Corporation 5,563 ----------------- Total $28,894 ================= -14- SELECTED FINANCIAL DATA The following table sets forth certain selected financial information reflecting our operations and financial condition for each year in the five year period ended December 31, 2000 (and as of each year end) and the nine month periods ended September 30, 2001 and 2000. This data should be read in conjunction with our combined financial statements and related notes thereto as well as Management's“Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations~~Operations” and our historical consolidated financial statements and the notes thereto included herein. Nine Months Ended September 30, Years Ended December 31, --------------------------- ---------------------------------------------------------------------- 2001 2000 2000 1999 1998 1997 1996 --------------------------- ---------------------------------------------------------------------- (Dollarselsewhere in thousands, except share amounts) Operations Operating Revenues $ 70,954 $ 87,447 $ 108,024 $ 145,629 $ 150,454 $ 146,154 $ 132,208 Operating Income (Loss) (247) (607) (2,038) 550 2,007 1,015 (3,263) Pre-tax income (Loss) (429) (817) (2,348) 212 1,475 296 (3,541) Net Income (Loss) (143) (246) (2,492) (3) 420 68 (935) Pro Forma Basic and Diluted earnings (loss) per share $ (0.05) $ (0.08) $ (0.82) $ (0.00) $ 0.14 $ 0.02 $ (0.31) Financial Position Total Assets $ 28,894 $ 29,965 $ 23,666 $ 32,653 $ 33,769 $ 33,521 $ 33,502 Working Capital 3,431 2,734 1,063 3,189 3,806 1,613 1,635 Long-term Debt 163 357 288 965 1,480 2,513 4,206 Equity, investments by and advances from Lynch Interactive Corporation 5,563 5,871 3,661 6,171 6,486 6,292 6,513 Pro Forma basic and diluted weighted average and end of period common shares outstanding 3,055,345 3,055,345 3,055,345 3,055,345 3,055,345 3,055,345 3,055,345 MANAGEMENT'Sthis Prospectus.

(In thousands)			As of March 31, 2020 Actual
Cash and cash equivalents			$5,668
Stockholder equity:
Common Stock, $0.01 par value, 100,000,000 shares authorized and 60,009,005 shares issued			600
Additional paid-in capital			53,292
Accumulated deficit			(48,137)
Total equity			5,754
Total liabilities and equity			$6,925
Total capitalization			$6,925

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MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ~~Morgan Group Holding Co.~~

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited and unaudited financial statements and related notes, respectively, beginning on page F-1 below of this Prospectus. Some of the information contained in this discussion and analysis constitutes forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and elsewhere in this Prospectus, particularly under the section titled “Cautionary Statement Concerning Forward-Looking Statements.”

Introduction

Through G.research, we act as an underwriter and provide institutional research services. Institutional research services revenues consist of brokerage commissions derived from securities transactions executed on an agency basis or direct payments from institutional clients as well as underwriting profits, selling concessions and management fees associated with underwriting activities. Commission revenues vary directly with the perceived value of the research provided, as well as account activity and new account generation.

In light of the dynamics created by COVID-19, its impact on the global supply chain and economy, including government imposed restrictions on travel and the temporary closure of businesses deemed non-essential across the United States, we anticipate lower transaction volumes from our institutional clients. As a result of this pandemic, the majority of our employees are working remotely, including our order execution services. However, there has been no material impact of remote work arrangements on our operations, including our financial reporting systems, internal control over financial reporting, and disclosure controls and procedures, and there has been no material challenge in implementing our business continuity plan. The sponsored conferences are taking place as planned using virtual service providers. While at the present time, the Company is unable to estimate the potential impact of COVID-19 on its financial condition, a significant prolonged disruption in the financial markets leading to materially lower trading activity of the Company's clients would have a material adverse effect on the Company's revenue, operating results and financial position. Any potential impact to our results of operations and financial condition will depend to a large extent on future developments and new information that could emerge regarding the duration and severity of COVID-19 and the actions taken by authorities and other entities to contain COVID-19 or treat its impact, all of which are beyond our control. We will continue to monitor the virus' impact on our customers, clients, and financial results.

Results of Operations for the Three Months Ended March 31, 2020 as Compared to the Three Months Ended March 31, 2019

The following table (in thousands, except per share data) and discussion of our results of operations are based upon data derived from the Condensed Consolidated Statements of Income contained in our condensed consolidated financial statements and should be read in conjunction with those statements included in Part I, Item 1 of the Company’s Form 10-Q for the period ended March 31, 2020:

	Three Months Ended March 31,
	2020	2019
Revenues
Commissions	$1,039	$1,535
Fees earned from affiliated entities pursuant to research services agreements	—	378
Principal transactions	(1)	(0)
Dividends and interest	36	64
Underwriting fees	30	—
Sales manager fees	335	—
Other revenues	3	6
Total revenues	1,443	1,982
Expenses
Compensation and related costs	1,143	2,479
Clearing charges	303	290
General and administrative	311	325
Occupancy and equipment	104	196

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	Three Months Ended March 31,
	2020	2019
Total expenses	1,862	3,290
Loss before income tax benefit	(419)	(1,308)
Income tax benefit	(137)	(267)
Net loss	$(282)	$(1,041)
Net loss per share
Basic and diluted	$(0.00)	$(0.02)

Revenues

Institutional research service revenues were ~~incorporated~~$1.4 million for three months ended March 31, 2020, $0.5 million, or 26.6%, lower than total revenues of $2.0 million for the three months ended March 31, 2019. Institutional research services revenues by revenue component, excluding principal transactions and dividends and interest, were as follows (dollars in ~~November 2001~~thousands):

	Three Months Ended March 31,		Increase (Decrease)
	2020	2019	$	%
Commissions	$937	$1,426	$(489)	-34.3%
Hard dollar payments	102	109	(7)	-6.4%
	1,039	1,535	$(496)	-32.3%
Research services	—	378	(378)	-100.0%
Underwriting fees	30	—	30	n/a
Sales manager fees	335	—	335	n/a
Total	$1,404	$1,913	$(509)	-26.6%

Commissions and hard dollar payments in the 2020 period were $1.0 million, a $0.5 million, or 32.3%, decrease from $1.5 million in the 2019 period. The decrease was primarily due to ~~serve~~lower brokerage commissions from fewer securities transactions executed on an agency basis. For the three months ended March 31, 2020 and 2019, respectively, G.research earned $0.7 million and $1.1 million, or approximately 62% and 74%, of its commission revenue from transactions executed on behalf of funds advised by Gabelli Funds, LLC (“Gabelli Funds”) and clients advised by GAMCO Asset Management Inc. (“GAMCO Asset”).

The agreements between G.research and Gabelli Funds and GAMCO Asset to provide institutional research services were terminated effective January 1, 2020. Amounts earned for the three months ended March 31, 2019 were $0.4 million.

The Company participated as agent in the secondary offerings of the GAMCO Global Gold, Natural Resources & Income Trust (“GGN”). Pursuant to sales agreements between the parties, the Company earned sales manager fees related to this offering of $0.3 million and $0 for the three months ended March 31, 2020 and 2019, respectively.

Principal Transactions

During the three months ended March 31, 2020 and 2019, net losses from principal transactions were negligible.

Interest and dividend income declined $0.03 million to $0.03 million in 2020 from $0.06 million in 2019 primarily due to lower cash and cash equivalents balances.

Expenses

Total expenses were $1.9 million for the three months ended March 31, 2020, a decrease of $1.4 million, or 43.4%, from $3.3 million in the 2019 period. The decrease results primarily from lower compensation costs and a reduction of expenses across all categories.

Compensation costs, which includes salaries, bonuses, and benefits, were $1.1 million for the three months ended March 31, 2020, a decrease of $1.4 million from $2.5 million for the three months ended March 31, 2019 and was due to headcount reductions.

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Income Tax Benefit

We recorded income tax benefits of $0.1 million and $0.3 million for the three months ended March 31, 2020 and 2019, respectively. The ETR was 32.6% and 20.4% for the periods ended March 31, 2020 and 2019, respectively.

Net Loss

Net loss for the three months ended March 31, 2020 was $0.3 million versus $1.0 million for the three months ended March 31, 2019.

Results of Operations for the Year Ended December 31, 2019 as Compared to the Year Ended December 31, 2018

Revenues

Institutional research service revenues were $9 million for the year ended December 31, 2019, $0.7 million, or 8.9%, higher than total revenues of $8.3 million for the year ended December 31, 2018. Institutional research services revenues by revenue component, excluding principal transactions, were as follows (dollars in thousands):

	Year Ended December 31,		Increase (Decrease)
	2019	2018	$	%
Commissions	$5,903	5,349	$554	10.4%
Hard dollar payments	473	805	(332)	-41.2%
	6,376	6,154	$222	3.6%
Research services	1,503	2,030	(527)	-26.0%
Underwriting fees	431	103	328	318.4%
Sales manager fees	733	16	717	4481.3%
Total	$9,043	$8,303	$740	8.9%

Commissions and hard dollar payments in the 2019 period were $6.4 million, a $0.2 million or 3.6% increase from $6.2 million. The increase was primarily due to higher brokerage commissions from securities transactions executed on an agency basis. For the years ended December 31, 2019 and 2018, respectively, G.research earned $4.9 million and $3.8 million, or approximately 76% and 62%, of its commission revenue from transactions executed on behalf of funds advised by Gabelli Funds and clients advised by GAMCO Asset.

A significant portion of G.research institutional research services are provided to GAMCO and its affiliates pursuant to research services agreements. Research services were $1.5 million in 2019 representing a decline of $0.5 million or 26% from 2018 due to amended lower fees to reflect the reduced research staff. The agreements between G.research and GAMCO and its affiliates to provide institutional research services were terminated effective January 1, 2020. Underwriting fees increased $0.3 million during 2019 over the prior year amount.

The Company participated as agent in the secondary offerings of the GAMCO Global Gold, Natural Resources & Income Trust (“GGN”). Pursuant to sales agreements between the parties, the Company earned sales manager fees related to this offering of $729,893 and $15,616 during 2019 and 2018, respectively.

Principal Transactions

During 2019, net losses from principal transactions were negligible. For the year ended December 31, 2018, net losses from principal transactions were $22.3 million due to mark-to-market changes in the value of securities and other investments that were held but were sold before year-end 2018.

Interest and dividend income declined $1.7 million to $0.2 million in 2019 from $1.9 million in 2018 primarily due to the GAMCO stock and other investments no longer held in 2019. In December 2018 these investments were distributed to the parent as a ~~holding company for Lynch Interactive Corporation's controlling interest~~return of capital.

Expenses

Total expenses were $11.7 million during 2019, a decrease of $2.6 million, or 18.2%, from $14.3 million in the 2018 period. The Morgan Group, Inc. We have no significant assets other than 161,000 shares of The Morgan Group, Inc.'s outstanding Class A common stock, warrants to purchase an additional, such 161,000 shares at $9.00 per share, 2,200,000 shares The Morgan Group, Inc.'s Class B common stock and warrants to purchase an additional 2,200,000 such shares -15- ~~at $9.00 per share, giving us control of more than 80% of The Morgan Group, Inc.'s aggregate voting power,~~decrease results primarily from lower compensation costs and a reduction of expenses across all categories.

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Compensation costs, which includes salaries, bonuses and benefits, were $8.4 million for the year ended December 31, 2019, a decrease of $2.5 million from $10.9 million for the year ended December 31, 2018 and is due to headcount reductions related to the cessation of research services and the streamlining of operations.

Income Tax Benefit

We recorded income tax benefits of $0.5 million and $6.1 million for the years ended December 31, 2019 and 2018, respectively. The effective tax rate (“ETR”) was 20.9% and 23.1% for the periods ended December 31, 2019 and 2018, respectively.

Net Loss

Net loss for the year ended December 31, 2019 was $1.9 million versus $20.3 million for the year ended December 31, 2018. In 2018, the loss was due to large principal transactions that did not occur in 2019.

Liquidity and Capital Resources

Our principal assets are highly liquid in nature and consist of cash ~~balance~~and cash equivalents, comprised primarily of ~~$500,000. Our ability~~a 100% U.S. Treasury money market fund, The Gabelli U.S. Treasury Money Market Fund, advised by Gabelli Funds, LLC, which is an affiliate of the Company.

Summary cash flow data for the first three months of 2020 and 2019 was as follows (in thousands):

	Three Months Ended March 31,
	2020	2019
Cash flows provided by (used in):
Operating activities	$(918)	$(1,824)
Net decrease in cash and cash equivalents	(918)	(1,824)
Cash and cash equivalents at beginning of period	6,587	11,331
Cash and cash equivalents at end of period	$5,669	$9,507

Net cash used by operating activities was $0.9 million for the three months ended March 31, 2020, resulting from a net loss of $0.3 million and net decrease in operating liabilities of $0.9 million offset by an increase in operating assets of $0.4. Net cash used by operating activities was $1.8 million for the three months ended March 31, 2019, primarily as a result of a net loss of $1.0 million and a decrease in operating liabilities of $0.8 million.

Summary cash flow data for the fiscal year ended December 31, 2019 and 2018 is as follows (in thousands):

	Year Ended December 31,
	2019	2018
Cash flows provided by (used in):	$(2,369)	$(247)
Operating activities	—	(60)
Investing activities	(2,374)	180
Financing activities	(4,743)	(127)
Net (decrease) in cash and cash equivalents	11,531	11,658
Cash and cash equivalents and restricted cash at beginning of year	6,788	11,531
Cash and cash equivalents and restricted cash at end of year	(2,369)	(247)

Net cash used by operating activities was $2.4 million for the year ended December 31, 2019, resulting from a net loss of $1.9 million and net decrease in operating assets of $0.5 million. Net cash used by operating activities was $0.2 million for the year ended December 31, 2018, resulting from a net loss of $20.3 million offset by decreases in securities owned of $23.8 million, an increase in other non-cash amounts of $4.7 million and a net increase of operating assets of $0.9 million.

Financing activities included stock issuances of $0.515 million and $0.180 million, for December 31, 2019 and 2018, respectively. During 2019, other financing activities included a return of capital of $3.3 million and contributions of $0.41 million. In 2018, there were no other financing activities.

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G.research is registered as broker-dealer with the SEC and is subject to ~~develop~~regulation by FINRA and various states. In its capacity as a ~~successful~~broker-dealer, G.research is required to maintain certain minimum net capital amounts. These requirements also provide that equity capital may not be withdrawn, advances to affiliates may not be made or cash dividends paid if certain minimum net capital requirements are not met. G.research’s net capital, as defined, met or exceeded all minimum requirements as of December 31, 2019. As a registered broker-dealer, G.research is also subject to periodic examination by FINRA, the SEC and the state regulatory authorities.

As a registered broker-dealer, G.research is subject to the SEC Uniform Net Capital Rule 15c3-1 (the “Rule”), which specifies, among other requirements, minimum net capital requirements for registered broker-dealers. G.research computes its net capital under the alternative method as permitted by the Rule, which requires that minimum net capital be the greater of $250,000 or 2% of the aggregate debit items in the reserve formula for those broker-dealers subject to Rule 15c3-3. G.research is exempt from Rule 15c3-3 pursuant to paragraph (k)(2)(ii) of that rule which exempts all customer transactions cleared through another broker-dealer on a fully disclosed basis. In addition, our assets at the clearing broker-dealer are treated as allowable assets for net capital purposes as we have in place PAIB agreements pursuant to Rule 15c3-3. These requirements also provide that equity capital may not be withdrawn, advances to affiliates may not be made or cash dividends paid if certain minimum net capital requirements are not met. G.research had net capital, as defined, of $4,618,033 and $9,093,349, exceeding the required amount of $250,000 by $4,368,033 and $8,843,349 at December 31, 2019 and 2018, respectively. Net capital at March 31, 2020 was $4,347,017, exceeding the required amount of $250,000 by $4,097,017.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Critical Accounting Policies

In the ordinary course of business, ~~is therefore largely dependent on~~we make a number of estimates and assumptions relating to the ~~success or failure~~reporting of ~~The Morgan Group, Inc. The accompanying combined~~results of operations and financial ~~statements represents~~condition in the ~~combination~~preparation of ~~all of Lynch Interactive Corporation's interest in The Morgan Group, Inc. and~~ our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”). We base our estimates on historical experience, when available, and on other various assumptions that are believed to be reasonable under the circumstances. Actual results could differ significantly from those estimates under different assumptions and conditions.

We believe that the following critical accounting policies require management to exercise significant judgment:

Revenue Recognition

The Company provides institutional research services and earns brokerage commissions and sales manager fees from securities transactions executed on an agency basis on behalf of institutional clients and mutual funds, private wealth management clients and retail customers of affiliated companies. Commission revenue and related clearing charges are recorded on a trade-date basis and are included in institutional research services and other operating expenses, respectively, on the consolidated statements of income.

The Company has also been involved in syndicated underwriting activities that included public equity and debt offerings managed by major investment banks. Underwriting fees include gains, losses, selling concessions and fees, net of syndicate expenses, arising from securities offerings in which the Company acts as ifunderwriter or agent and are accrued as earned.

See Note C, Revenue from Contracts with Customers, in the ~~transfer~~consolidated financial statements.

Securities Owned, at Fair Value

Securities owned, at fair value, including common stocks, closed-end funds and mutual funds, are recorded at fair value with the resulting realized and unrealized gains and losses reflected in principal transactions in the Statements of Operations. Realized gains and losses from securities transactions are recorded on the identified cost basis. All securities transactions and transaction costs are recorded on a trade date basis. Dividends are recorded on the ex-dividend date. Interest income and interest expense are accrued as earned or incurred.

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Allocated Expenses

The Company is charged or incurs certain overhead expenses that are included in general and administrative and occupancy and equipment expenses in the Consolidated Statements of Operations. These overhead expenses are allocated to the Company by ~~Lynch Interactive Corporation~~ACG and other ACG affiliates or allocated by the Company to ~~us occurred at~~other ACG affiliates as the ~~beginning~~expenses are incurred, based upon methodologies periodically reviewed by the management of the ~~respective period. The combined financial statements have been prepared using~~Company and the ~~historical~~ACG affiliates. In addition, GCIA, a wholly owned subsidiary of ACG, and GAMCO serve as paymasters for the Company under compensation payment sharing agreements. This includes compensation expense and related payroll taxes and benefits which are allocated to the Company for professional staff performing duties related entirely to the Company and those compensation expenses and related payroll taxes and benefits which relate to professional staff who serve more than one entity and whose compensation is therefore allocated to the Company as well as to its affiliates. These compensation expenses are included in compensation and related costs in the Consolidated Statements of Operations.

Income Taxes

Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and ~~historical results~~the reported amounts on the consolidated financial statements using the statutory tax rates in effect for the year when the reported amount of ~~Lynch Interactive Corporation's interest~~the asset or liability is expected to be recovered or settled, respectively. The effect on deferred tax assets and liabilities of a change in ~~The Morgan Group, Inc. which will be contributed to us. However,~~tax rates is recognized in the historical financial information presented herein reflects periods during which we did not operate as an independent public company and accordingly, certain assumptions were made in preparing such financial information. Such information, therefore, may not necessarily reflect our results of operations in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying values of deferred tax assets to the amount that is more likely than not to be realized. For each tax position taken or expected to be taken in a tax return, the Company determines whether it is more likely than not that the position will be sustained upon examination based on the technical merits of the position, including resolution of any related appeals or litigation. A tax position that meets the more likely than not recognition threshold is measured to determine the amount of benefit to recognize. The tax position is measured at the largest amount of benefit that is greater than 50% likely of being realized upon settlement. The Company recognizes the accrual of interest on uncertain tax positions and penalties in the income tax provision on the consolidated statements of income.

See Note B, Significant Accounting Policies – Income Taxes and G. Income Taxes, in the consolidated financial ~~condition or cash flows~~statements.

Recent Accounting Developments

See Note B, Significant Accounting Policies – Recent Accounting Developments, in the consolidated financial statements.

Seasonality and Inflation

We do not believe that our operations are subject to significant seasonal fluctuations. We do not believe inflation will significantly affect our compensation costs, as they are substantially variable in nature. The rate of inflation may affect certain other expenses, however, such as information technology and occupancy costs.

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BUSINESS

Our Mission

The Company was incorporated in November 2001 as a holding company, and, prior to the acquisition, we had nominal assets and no liabilities and did not conduct operations other than to pursue business combination opportunities. Following the acquisition on October 31, 2019, we wholly own and operate G.research, an institutional research and securities brokerage business.

G.research is a broker-dealer registered under the Exchange Act and regulated by FINRA. Through G.research, we act as an underwriter and provide institutional research services. Our primary source of revenue is our institutional research and securities brokerage services including acting as an underwriter.

As noted below, a significant portion of our institutional research services and underwriting revenues are from GAMCO and its affiliates. We can provide no assurance that GAMCO and its affiliates will continue use our institutional research and underwriting services in the future to the same extent as they have historically or ~~what they would~~at all.

Merger with G.research

On October 31, 2019, the Company issued 50,000,000 shares of our Common Stock in exchange for 100% of ACG’s indirect interest in G.research. This was accomplished through a reverse subsidiary merger. Immediately prior to the closing of the acquisition, 5,150,000 shares of our Common Stock were issued in a private placement to management including the president of the Company. After giving effect to these transactions, the Company is currently controlled by ACG by virtue of ACG’s 83.3% ownership interest in the Company. The Company’s financial results are consolidated in the financial results of ACG.

At the time of the acquisition, the Company and ACG were under common control. Therefore, the acquisition was treated as a combination between entities under common control that led to a change in the reporting entity. The recognized assets and liabilities were transferred at their carrying values at the date of the transaction. For prior year comparative information, the companies have been ~~had we been~~combined retrospectively.

Institutional Research Services

G.research’s revenues are derived primarily from institutional research services, underwriting fees (primarily for the Company) and selling concessions. We publish research on approximately 100 companies globally with an ~~independent public company during~~emphasis on small and mid-cap investment. We operate an institutional sales trading desk which facilitates security transactions on behalf of our clients. Our industry-focused research analysts follow sectors based on our core competencies. Analysts are generally assigned to industry sectors. Our research focus includes: Basic Materials – Specialty Chemicals; Business Services; Financials – Community Banks; Healthcare – Animal Health, Biotech & Pharma; Biotech; Industrials – Diversified Industrials, Transports & Metals; Industrials & Internet; Media – Entertainment; and Media. The primary function of the ~~reporting periods.~~research team is to gather data, array the data, and then project and interpret data from which investment decisions can be made.

Analysts publish their insights in the form of research reports and daily notes. In addition, G.research sponsors conferences which bring together industry leaders and institutional investors. The ~~Morgan Group,~~objective of institutional research services is to provide superior investment ideas to investment decision makers. The firm publishes daily research notes and full reports utilizing its proprietary Private Market Value with a Catalyst™ methodology. G.research’s approach to fundamental analysis focuses on a company’s free cash flow, earnings per share, and private market value, taking into account on and off balance sheet assets and liabilities.

G.research generates revenues via direct fees and commissions on securities transactions executed on an agency basis on behalf of clients. Clients include institutional investors (e.g., hedge funds and asset managers) as well as affiliated mutual funds and managed accounts. Institutional research services revenues totaled $9.0 million and $8.3 million for the years ended December 31, 2019 and 2018, respectively, and $1,404,256 and $1,912,745 for the three months ended March 31, 2020 and 2019, respectively. G.research has access to five of the top algorithmic platforms, all of which include direct market access via smart routing, and utilize four separate floor brokers on the NYSE. The firm has crossing capabilities for illiquid stocks and offers Financial Information eXchange protocol connections through various vendors and can access various trading communication platforms such as Bloomberg.

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A significant portion of G.research institutional research services are provided to GAMCO and its affiliates. For the years ended December 31, 2019 and 2018, respectively, G.research earned $4.9 million and $3.8 million, or approximately 76% and 62%, of its commission revenue from transactions executed on behalf of funds advised by Gabelli Funds and clients advised by GAMCO Asset Management Inc. ~~Results Of Operations~~(“GAMCO Asset”). For ~~The Year 2000 Compared With 1999 Consolidated Results The year 2000 was characterized by~~ the ~~continued downturn in manufactured housing production, which began in 1999. Industrial production~~three months ended March 31, 2020 and 2019, G.research earned $0.7 million and $1.1 million, or approximately 67% and 74% respectively, of ~~new manufactured homes decreased 26% in 2000. The Morgan Group, Inc. was also affected by~~such commission revenue. For the ~~decline in activity in other markets it serves, including delivery of recreational vehicles~~years ending December 31, 2019 and ~~large trailers. As a result of~~December 31, 2018, GAMCO Asset paid $0.8 million and $1.0 million and Gabelli Funds paid $0.7 million and $1.0 million to G.research pursuant to research service agreements. These agreements were terminated on January 1, 2020 and compensation from Gabelli Funds and GAMCO Asset and costs related to servicing these declines, The Morgan Group, Inc.'s revenues decreased 26% from 1999 levels. To combat this severe decline in revenues, in March 2000 The Morgan Group, Inc. instituted significant cost reduction initiatives in all areas, with the primary focus on staff reductionarrangements are expected to decrease. We can provide no assurance that GAMCO and ~~facility consolidation. The effects of these initiatives were savings of $1.8 million in 2000. The Morgan Group, Inc. estimates that the effects of these initiatives~~its affiliates will continue to use G.research’s institutional research and ~~will approximate savings~~brokerage services to the same extent in the future. G.research continues to pursue expansion of ~~$3.2 million~~third party and affiliated activities.

Underwriting

During 2019, G.research participated as Sales Manager in ~~2001. In spite~~the at market offerings of ~~these significant efforts, operating costs~~The GAMCO Global Gold, Natural Resources & Income Trust and acted as ~~a percentage~~Dealer Manager for The Gabelli Dividend and Income Rights Offering. During 2018, G.research participated as Sales Manager in the at market offerings of ~~revenue were 102%~~The GAMCO Global Gold, Natural Resources & Income Trust and acted as Dealer Manager for The Gabelli Equity Trust Rights Offering, the Gabelli Multimedia Trust Rights Offering, the Gabelli Healthcare & Wellness Trust Rights Offering, and acted as co-manager in The Gabelli Health & Wellness Trust 5.875% series B Cumulative Preferred Stock Offering. For the year ended December 31, ~~2000, compared~~2019, G.research earned $733,422 for these roles. For the year ended December 31, 2018, G.research earned $16,000 for these roles.

Business Strategy

Our strategy is to ~~99%~~continue to operate and expand our institutional research and securities brokerage business through the coverage of additional market sectors and companies. In order to achieve performance and growth in revenues and profitability, we are pursuing a strategy which includes the ~~prior year, resulting in a loss from operations of $2.0 million. Because of the existence of~~following key elements:

Attracting and Retaining Experienced Professionals

We offer significant ~~non-cash expenses, such as depreciation of fixed assets and amortization of intangible assets, The Morgan Group, Inc. believes~~variable compensation that ~~EBITDA contributes~~provides opportunities to ~~a better understanding of its~~our staff. Our ability to ~~satisfy its obligations~~attract and ~~to utilize cash for other purposes. EBITDA should not be considered in isolation, from or as a substitute for, operating income, cash flow from operating activities,~~retain highly experienced investment and other ~~consolidated income or cash flow data prepared in accordance~~professionals with ~~generally accepted accounting principles. The loss before interest, taxes, depreciation~~a long-term commitment to us and amortization (EBITDA loss) was $971,000 in 2000, as compared to positive EBITDA of $1.8 million in 1999. In the fourth quarter of 2000, The Morgan Group, Inc. recorded a non-cash charge of $3.2 million relating to the valuation of deferred tax assets. As The Morgan Group, Inc.our clients has ~~a cumulative loss in its three most recent fiscal years~~been, and is in default on its credit facility (see "Liquidity and Capital Resources" below), its management believes that it would be inconsistent with the technical provisions of Statement of Financial Accounting Standard No. 109, to rely on future taxable income to support realization of the deferred tax assets. The Morgan Group, Inc. therefore wrote off deferred tax assets that were not currently realizable. The Morgan Group, Inc. experienced net loss for 2000 of $4.8 million compared to net income of $19,000 in 1999. Segment Results The Morgan Group, Inc. conducts its operations in four principal segments as discussed below. The following discussion sets forth certain information about the segment results. -16- Manufactured Housing Manufactured housing operating revenues are generated from providing transportation and logistical services to manufacturers of manufactured homes. Manufactured housing operating revenues decreased 29% from 1999 to $70.6 million in 2000. The manufactured housing industry as a whole continued to decline in 2000, with industry shipments down by 26%. The decline is due in large part to the combined impact of tightened consumer credit standards, increased industry repossessions and excess inventory. The Morgan Group, Inc. is highly dependent upon the manufactured housing industry generally and on certain major customers within that industry. Some of The Morgan Group, Inc.'s customers are financially stressed by continued weakness in the industry. Unit deliveries in the manufactured housing segment declined by 31% in 2000, indicating a loss of market share due primarily to competitive pricing pressures. EBITDA decreased $4.5 million to $5.8 million due to the decrease in business. The decrease in revenue of $6.9 million was partially offset by $2.2 million in reduced costs. The Morgan Group, Inc. closed some terminals due to plant closures and consolidated terminals in other areas to serve the needs of more than one customer from a single location. The Morgan Group, Inc.'s focus on manufactured housing is on large national contracts. During 2001, The Morgan Group, Inc. obtained significant additional contracts with Fleetwood Enterprises, Inc. and Clayton Homes, Inc. under which it will provide for each client a significantly higher percentage of the shipments, for terms of one year and two years, respectively. The Morgan Group, Inc. will continue to be, a significant factor in our long term growth.

Leveraging our Fundamental Research Methodology

Our fundamental (event driven value investing) methodology marketed under our licensed “Private Market Value with a Catalyst™” service mark will remain an important element of our business operations. This investment method is based on the investing principles articulated by Graham & Dodd in 1934, and has been further augmented by our founder Mario J. Gabelli. This method, however, will not necessarily be used in connection with all of our products.

Capitalizing on Acquisitions of Complementary Research Businesses

We intend to leverage our research and investment capabilities to selectively and opportunistically pursue acquisitions of complementary research businesses that will allow us to expand and diversify our research coverage.

Continuing Our Sponsorship of Industry Conferences

G.research co-sponsors industry conferences and management events throughout the year. At these ~~efforts. Driver Outsourcing~~ conferences and events, senior management from leading companies share their thoughts on the industry, competition, regulation and the challenges and opportunities in their businesses with portfolio managers and securities analysts. These meetings are an important component of the research services provided to institutional clients. Specifically, in 2019, we hosted seven such meetings: our 43^rd Annual Automotive Aftermarket

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Symposium, 29^th Annual Pump Valve & Water Systems Conference, 25^th Annual Aerospace & Defense Conference, 11^th Annual Entertainment & Broadcasting Conference, 5^th Annual Waste & Environmental Sciences Conference, 10^th Annual Specialty Chemicals Conference and our 13^th Annual Omaha Research Trip.

Competition

The ~~Morgan Group, Inc.'s driver outsourcing segment provides outsourcing transportation~~institutional research and brokerages services ~~primarily~~industry is intensively competitive and is expected to ~~manufacturers~~remain so. We face competition in all aspects of ~~recreational vehicles, commercial trucks~~our business and in each of our investment strategies from other managers both in the United States and globally. We compete with other institutional research firms, insurance companies, brokerage firms, banks, and other ~~specialized vehicles. Driver outsourcing operating revenues decreased 10% in 2000 to $20.9 million. The decrease was primarily the result~~financial institutions that offer services that have similar features and investment objectives. Many of softness in the recreational vehicle market. However, driver outsourcing EBITDA increased $900,000 to $1.3 million from improved operating efficiencies, consolidations and other reductions in overhead costs. Specialized Outsourcing Services Specialized outsourcing services consists of delivering large trailers, travel and other small trailers. The Morgan Group, Inc. discontinued a specialized transport service, decking, in 2000. Operating revenues decreased 28% to $15.3 million in 2000. This decrease was primarily caused by a reduction in available drivers and discontinuing the decking deliveries. Specialized outsourcing services incurred an EBITDA loss of $140,000 in 2000 compared to an EBITDA of $469,000 in 1999. This loss was caused primarily by the reduction in the deliverythese competitors are subsidiaries of large trailers ($1.1 million) and decking ($360,000), partially offset by improved operating efficiencies and overhead cost reductions, representing an aggregate savings of $882,000. Insurance and Finance The Morgan Group, Inc.'s insurance and finance segment provides insurance and financing services to its drivers and independent owner-operators. This segment also acts as a cost center because it accounts for all bodily injury, property damage and cargo loss costs. Insurance and finance operating revenues decreased $1.0 million to $2.9 million in 2000 reflecting a decrease in owner-operator insurance premiums relating to the decline in the manufactured housing industry. However, insurance and finance EBITDA loss decreased $2.2 million to $6.8 million due to improved bodily injury, property damage and cargo loss claims experience. The deductible for personal injury and property damage is $250,000 per occurrence. The cargo deductible is $1,000,000. Accordingly, The Morgan Group, Inc. is essentially self-insured for cargo losses. As a part of continuing efforts to contain claims' expense, The Morgan Group, Inc. is expanding its safety awareness as well as formal safety training efforts among both owner-operators and terminal personnel. Cargo -17- claims as a percent of operating revenue decreased from 2.3% in 1999 to 1.9% in 2000. Similarly, bodily injury and property damage claims decreased from 3.6% to 3.3% of operating revenue. The Morgan Group, Inc. believes that its focus on driver safety is having,diversified financial companies and may ~~continue~~have access to greater resources, including liquidity sources, not available to us. Historically, we have a favorable impact. Year 1999 Compared with 1998 Consolidated Results During 1999, The Morgan Group, Inc. experienced a decrease in the number of manufactured housing shipments and a continued increase in insurance and claims costs. The Morgan Group, Inc. also experienced a reduction in operating revenues and profitability in the specialized outsourcing services segment. Industrial shipment of new manufactured homes decreased approximately 4% in 1999. The Morgan Group, Inc. was more severely impacted as its largest customer experienced an approximate 21% decline in retail sales of new homes. As a result, The Morgan Group, Inc. sustained an 8% decrease in shipments of new homes in 1999. The Morgan Group, Inc.'s total operating revenues in 1999 decreased $4.9 million to $145.6 million from $150.5 million in 1998. Its operating income before interest, taxes, depreciation and amortization (EBITDA) decreased from $3.2 million in 1998 to $1.8 million in 1999. Net interest expense decreased from $545,000 in 1998 to $338,000 in 1999 as a result of improved cash management that reduced the amount of its borrowings from its credit facility. Accordingly, net income for 1999 was $19,000 compared to $903,000 in 1998. Manufactured Housing Manufactured housing operating revenues began decreasing in the second quarter, and ended the year at $99.5 million, or a 6% reduction from 1998. In spite of this reduction, EBITDA for 1999 ended at $10.3 million compared to $10.8 million for 1998 because of cost reduction measures instituted by management that largely mitigated the revenue decline. Driver Outsourcing The Morgan Group, Inc.'s driver outsourcing business demonstrated positive growth in 1999. Operating revenues increased 18% to $23.4 million in 1999 while EBITDA increased by $301,000. However, high driver recruiting and other overhead costs continued to depress the profitability of this segment in 1999. Accrued expenses in this segment for 1999 were $1.0 million, representing an increase of $200,000 from 1998, and overhead costs of $2.1 million, representing an increase of $128,000 from 1998. Specialized Outsourcing Services Specialized outsourcing services operating revenues decreased 8% to $21.2 million in 1999. The Morgan Group, Inc. received $1.0 million less revenue from pick-up shipments by one customer and $673,000 less revenue from decking operations as a result of a general market decline. Specialized outsourcing services' EBITDA decreased $542,000competed primarily on the ~~lower volume~~basis of the superior service. However, we have taken steps to increase our outreach to the investment community, brand name awareness and ~~an increase in overhead costs~~marketing efforts. However, no assurance can be given that our efforts to obtain new business will be successful.

Regulation

Virtually all aspects of ~~$460,000 associated with large trailer delivery. Insurance~~our business are subject to various federal, state and ~~Finance Insurance~~foreign laws and ~~finance operating revenues decreased less than 3% in 1999, particularly~~regulations. These laws and regulations are primarily intended to protect investors, the markets and customers of broker-dealers. Under such laws and regulations, agencies that regulate broker-dealers have broad powers, including the power to limit, restrict or prohibit such broker-dealer from carrying on its business in the ~~latter months~~event that it fails to comply with such laws and regulations. In such an event, the possible sanctions that may be imposed include civil and criminal liability, the suspension of individual employees, injunctions, limitations on engaging in certain lines of business for specified periods of time, revocation of registrations, censures and fines.

Broker-Dealer and Trading and Investment Regulation

G.research is registered as broker-dealer with the ~~year, reflecting a decrease in owner-operator insurance premiums relating~~SEC and is subject to ~~the slow-down in the manufactured housing industry. During 1999, The Morgan Group, Inc. continued to be affected~~regulation by ~~increasing claims costs. Claim costs in 1999,~~FINRA and various states. In its capacity as a ~~percent of operating revenue increased~~broker-dealer, G.research is required to ~~5.9% from 5.1% in 1998. As stated above, effective April 1, -18-~~ ~~1999, the deductible for personal injury and property damage increased~~maintain certain minimum net capital amounts. These requirements also provide that equity capital may not be withdrawn, advances to $250,000 per occurrence. Additionally, the cargo stop-loss insurance policy provision terminated and the deductible was increased to $1,000,000. Interim Results Of Operations For The Quarter Ended September 30, 2001 Consolidated Results For third-quarter 2001, revenues were down 13 percent to $24.8 million versus the $28.6 million reported in the year-ago quarter. The Morgan Group, Inc. reported revenue improvements of 51% in the towaway division and 26% in the pickup division. These increases were offset by a 27% decline in revenue from the manufactured housing division. Revenues for September were negatively impacted foraffiliates may not be made or cash dividends paid if certain minimum net capital requirements are not met. G.research’s net capital, as defined, met or exceeded all four divisions by the September 11 terrorist attacks. Shippers experienced work slowdowns and demand fell as some customers cancelled orders. In addition, continued weakness in the manufactured housing sector resulted in reduced revenues in the manufactured housing division, although the industry continues to make progress since hitting bottom in February 2001. To offset the lower revenue, The Morgan Group, Inc. has implemented cost-cutting programs designed to match company expenses with reduced revenue levels. In The Morgan Group, Inc.'s business model, 86% of expenses are variable on a load-by-load basis, 11% of expenses are variable within a 60-day period, and only 3% are fixed in the long term. The Morgan Group, Inc. has continued to eliminate or reduce costs to maximize operating profit on overall lower revenues. The Morgan Group, Inc. renewed its liability and workers compensation insurance on July 1, 2001 resulting in increased expense. The liability insurance market for trucking companies has been negatively impacted by increased loss ratios, higher credit risk and a decrease in available capacity in the excess reinsurance market. The Morgan Group, Inc. will attempt to recover much of the increased insurance cost in the form of apportioned insurance charges (AIC) to customers. Operating costs were 91.3% of total revenues for the quarter compared to 91.0% in prior year. Selling, general and administrative expenses were 8.6% of revenue compared to 7.5% of revenue in the third quarter of 2000. The reduced revenue and increased insurance expense resulted in an operating loss of $169,000 in the third quarter compared to operating income of $178,000 in 2000. The Morgan Group, Inc. also reported that effective October 1, 2001, it would no longer be the primary carrier for Oakwood Homes Corporation (NYSE: OH). In past years, Oakwood Homes Corporation was its largest customer, generating revenues in excess of $25 million for the manufactured housing division. A weakened market for manufactured homes and reductions in capacity at Oakwood Homes Corporation had reduced The Morgan Group, Inc.'s revenue stream from Oakwood Homes Corporation to a $12 million annualized base. The Morgan Group, Inc. will continue as the primary backup carrier for Oakwood Homes Corporation. The Morgan Group, Inc. is currently implementing marketing and sales programs directed at successfully replacing the Oakwood revenue. The Morgan Group, Inc. has obtained significant new contracts with New Flyer Industries, Monaco Coach, Union Pacific, Wabash Trailers and others that in the aggregate are expected to generate annual revenue offsetting the Oakwood decline. Manufactured Housing Revenues for the manufactured housing division decreased by $4.8 million or 26% in the third quarter compared to prior year. The manufactured housing market continues to rebound slowly from a severe two-year slump. Shipments of manufactured homes in July and August of 2001 were down 17% compared to the prior year. This compares to year-over-year declines of 41% in the first quarter and 29% in the second quarter of 2001 compared to 2000. -19- Revenues for September manufactured housing were negatively impacted by a loss of drivers that primarily hauled Oakwood Homes Corporation homes. The Morgan Group, Inc. expects to replace many of the drivers and much of the business lost as a result of the Oakwood Homes Corporation contract change. In September The Morgan Group, Inc. filed a lawsuit alleging that one of its former senior officers had conspired with a competitor to misappropriate its drivers, employees, customers and trade secrets both during that officer's employment with The Morgan Group, Inc. and after she left its employment. The court issued a preliminary injunction in favor of The Morgan Group, Inc. on September 28, 2001. In addition, The Morgan Group, Inc. is seeking monetary damages as well as a permanent injunction against unfair competition and unlawful interference with its contracts. Driver Outsourcing Operating revenues for the driver outsourcing division in the quarter decreased by $620,000 million or 12% from prior year as a result of reduced demand for recreational vehicles. The driver outsourcing division has acquired several new contracts that will increase revenue beginning in October 2001. Specialized Outsourcing Services Operating revenues for the specialized outsourcing division increased by $1.7 million or 42% compared to prior year third quarter. Revenues of the towaway division that leases independent contractors with Class 8 tractors grew by 51% compared to prior year. The towaway division has 113 owner operators leased on and continues to grow its brokerage function which contracts customer loads to other carriers. The pick-up division, which utilizes independent contractors with dual-axle pick-up trucks to move travel trailers and boats, reported 26% revenue growth compared to prior year despite the down market in recreational vehicles. Insurance and Finance Insurance and Finance operating revenues decreased $97,000 or 13% in the third quarter of 2001 as a result of decreases in the number of drivers and independent owner-operators. For the Nine Months Ended September 30, 2001 Consolidated Results Revenues for the first nine months of 2001 decreased by $16.5 million or 19% compared to 2000. The decrease is primarily related to the previously discussed weak market for shipments of new manufactured homes. As a result of comprehensive cost reduction initiatives, The Morgan Group, Inc. was able to reduce the operating loss to $247,000 from $607,000 in the first nine months of 2000. Manufactured Housing Manufactured housing revenues declined by $17.5 million or 31% for the nine months ended September 30, 2001 compared to 2000. According to the Manufactured Housing Institute, shipments of new manufactured homes from January through August of 2001 decreased by 33% compared to the same period in 2000. Driver Outsourcing Operating revenues for the first nine months of 2001 declined by 17% or $2.8 million compared to 2000. This decline is primarily a result of weak demand for recreational vehicles in 2001 compared to 2000. In addition, the general demand for commercial trucks, buses, step-out vans, trams and other specialized equipment declined in step with the slowdown in the national economy. -20- Specialized Outsourcing Services Operating revenues in specialized outsourcing services increased 36% or $4.2 million during the first nine months of 2001 compared to 2000. The towaway division has expanded revenues by 43% by adding to the number of owner operators leased on to The Morgan Group, Inc. and by expanding its brokerage operation. The pick up division has grown by 27% by recruiting new employees, business and drivers throughout the year. Liquidity and Capital Resources at December 31, 2000 Operating activities used $0.9 million of cash in 2000 compared to a $4.9 million cash generation in 1999. The 2000 net loss and reductions in working capital liabilities was partially offset by the deferred tax assets valuation reserve and by reductions in trade accounts receivable and other working capital assets. The Morgan Group, Inc. recorded an income tax receivable of $499,000minimum requirements as of December 31, ~~2000 as it intends~~2019. As a registered broker-dealer, G.research is also subject to ~~file~~periodic examination by FINRA, the SEC and the state regulatory authorities.

Our trading and investment activities for ~~tax refunds based on prior year payments. Trade~~client accounts receivable decreased $2.4 million primarily due to the decline in operating revenue. Day's sales outstanding increased to 33 days at December 31, 2000 as compared to 28 days at December 31, 1999. The Morgan Group, Inc.'s investment in property and equipment decreased in 2000 to $106,000 with expenditures for an optical scanning system and other new information systems. The Morgan Group, Inc.'s 2001 capital expenditure plan approximates $150,000. At December 31, 2000, The Morgan Group, Inc. had a $7.7 million revolving credit facility, with a $6.7 million letter of credit sub-limit. At December 31, 2000, The Morgan Group, Inc. had no outstanding debt under its credit facility, and $6.6 million of letters of credit were outstandingare regulated under the ~~credit facility. Letters~~Exchange Act, as well as the rules of ~~credit are required for self-insurance retention reserves~~various U.S. and ~~other corporate needs.~~ non-U.S. securities exchanges and self-regulatory organizations, including laws governing trading on inside information, market manipulation and a broad number of technical requirements (e.g., short sale limits, volume limitations and reporting obligations) and market regulation policies in the United States and globally. Violation of any of these laws and regulations could result in restrictions on our activities and damage our reputation.

The ~~Morgan Group, Inc.'s credit facility matured on January 28, 2001, at~~institutional research and brokerage services industry is likely to continue facing a high level of regulatory scrutiny and become subject to additional rules designed to increase disclosure, tighten controls and reduce potential conflicts of interest. In addition, the SEC has substantially increased its use of focused inquiries which ~~time The Morgan Group, Inc. had no outstanding debt and $6.6 million outstanding letters of credit. As a result~~request information from broker dealers regarding particular practices or provisions of the ~~credit facility not being renewed, The Morgan Group, Inc. had a payment default arising from the lender's right to demand cash to meet outstanding obligations under the letters~~securities laws. We participate in some of credit and the bank had discretion whether to make any loans to The Morgan Group, Inc. or issue additional letters of credit for The Morgan Group, Inc. In July 2001, The Morgan Group, Inc. established two credit facilities to replace the matured credit facility. Please see "Liquidity and Capital Resources at September 30, 2001" below. During 2000, The Morgan Group, Inc. declared quarterly dividends on its Class A common stock of $.05 per share and dividends of $.025 per share on its Class B common stock through the first three quarters. No dividends were declared in the fourth quarter. Payment of dividends is within the discretion of the Board of Directors. Payment of future dividends will be dependent upon, among other things, earnings, debt covenants, future growth plans, legal restrictions, and The Morgan Group, Inc.'s financial condition. The Morgan Group, Inc. had minimal exposure to interest rates as of December 31, 2000, because its outstanding long-term debt was not significant. The new credit facilities mentioned above bear interest at variable rates based on either The Bank of New York Alternate Base Rate or the one month LIBOR, or, in the case of the new mortgage facility, the prime rate. Accordingly, borrowings under the credit facilities have exposure to changes in interest rates. Under current policies, The Morgan Group, Inc. does not use interest rate derivative instruments to manage exposure to interest rate changes. Also, The Morgan Group, Inc. currently is not using any fuel hedging instruments. Liquidity and Capital Resources at September 30, 2001 On July 12, 2001, The Morgan Group, Inc. completed a previously announced $2 million capital infusion from its majority stockholder Lynch Interactive Corporation. The Morgan Group, Inc. issued one million new Class B shares of common stock in exchange for a $2 million cash investment, thereby increasing Lynch Interactive Corporation's ownership position from 55.6% to 68.5%. The proceeds from the transaction are invested in U.S. Treasury backed instruments and are pledged as collateral for a credit facility. -21- On July 27, 2001, The Morgan Group, Inc. obtained a new three-year $12.5 million credit facility. This credit facility replaces its previous credit line that had expired on January 28, 2001 and was not renewed. This credit facility will be used for working capital purposes and to post letters of credit for insurance contracts. As of September 30, 2001, The Morgan Group, Inc. had outstanding borrowings of $869,000 and $7.6 million outstanding letters of credit. Borrowings will bear interest at a rate per annum equal to either Bank of New York Alternate Base Rate ("ABR") plus one-half percent or, at The Morgan Group, Inc.'s option, absent an event of default, the one month London Interbank Offered Rate ("LIBOR") as published in The Wall Street Journal, averaged monthly, plus three percent. Borrowings and posted letters of credit on the credit facility are limited to a borrowing base calculation that includes 85% of eligible receivables and 95% of eligible investments, and are subject to certain financial covenants including minimum tangible net worth, maximum funded debt, minimum fixed interest coverage and maximum capital expenditures. The facility is secured by accounts receivable, investments, inventory, equipment and general intangibles. The facility may be prepaid anytime with prepayment being subject to a 3%, .75% and .25% prepayment penalty during year 1, 2 and 3, respectively. This prior credit facility matured on January 28, 2001, at which time The Morgan Group, Inc. had no outstanding debt and $6.6 million outstanding letters of credit. The Morgan Group, Inc. was in default of the financial covenants. The bank decided not to renew the credit facility. As a result of the prior credit facility not being renewed, The Morgan Group, Inc. had a payment default. On July 31, 2001, The Morgan Group, Inc. closed on a new real estate mortgage for $500,000 that is secured by its land and buildings in Elkhart, Indiana. The loan will be used for short-term working capital purposes. The mortgage bears interest at prime rate plus 0.75%, and is for a six-month term with outstanding principal due on February 1, 2002. The loan may be prepaid at any time with no penalties, and is subject to the same covenants as the new credit facility. The Morgan Group, Inc.'s application for additional capacity under this facility is under consideration. In addition, in August 2001 The Morgan Group, Inc. received an income tax refund of $664,000 from filing a federal net operating loss carry-back return for the 2000 tax year. Effective July 1, 2001, The Morgan Group, Inc. renewed its primary liability insurance, workers compensation, cargo, and property insurance. Acquisition of liability insurance in the trucking industry has become increasingly more difficult and expensive over the past year. As a result, The Morgan Group, Inc.'s insurance premiums effective July 1, 2001 increased significantly. The Morgan Group, Inc. will recover much of this increase from customers in the form of apportioned insurance charges (AIC). The net impact on its operating results for the next 12 months cannot be determined at this time. The Morgan Group, Inc. has posted increased letters of credit to the insurance carriers through the new credit facility as collateral for the payment of claim reimbursements. The Morgan Group, Inc. believes the combination of the above financial transactions will be adequate to allow it to post all required letters of credit for insurance contracts. The Morgan Group, Inc.'s financial statements were prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilitiesthese inquiries in the normal course of our business. ~~The Morgan Group, Inc.'s ability to continue as a going concern is dependent upon its ability to successfully maintain its financing arrangements~~Changes in laws, regulations and ~~to comply with~~administrative practices by regulatory authorities, and the ~~terms thereof. The Morgan Group, Inc. believes that internally generated funds together with the recent equity infusion~~associated compliance costs, have increased our cost structure and resources available under the replacement credit and mortgage facilities will be sufficient to provide for its capital and liquidity requirements for the next 12 months. Inflation Most of The Morgan Group, Inc.'s expenses are affected by inflation, which generally results in increased costs. During 2000, the effect of inflation on its results of operation was minimal. -22- The transportation industry is dependent upon the availability and cost of fuel. Although fuel costs are paid by The Morgan Group, Inc.'s owner-operators, increases in fuel prices may have significant adverse effects on its operations for various reasons. Since fuel costs vary between regions, drivers may become more selective as to regions in which they will transport goods resulting in diminished driver availability. Also, The Morgan Group, Inc. would experience adverse effects during the time period from when fuel costs begin to increase until the time when scheduled rate increases to customers are enacted. Increases in fuel prices may also affect the sale of recreational vehicles by making their purchase less attractive to consumers. A decreasecould in the ~~sale of recreational vehicles would be accompanied by~~future have a decrease in the transportation of recreational vehicles and a decrease in the need for driver outsourcing services. Impact of Seasonality Shipments of manufactured homes tend to decline in the winter months in areas where poor weather conditions inhibit transport. This usually reduces operating revenues in the first and fourth quarters of the year. The Morgan Group, Inc.'s operating revenues, therefore, tend to be stronger in the second and third quarters. BUSINESS Overview We were incorporated in November 2001 to serve as a holding company for Lynch Interactive Corporation's controlling interest in The Morgan Group, Inc. Upon our formation as a wholly owned subsidiary of Lynch Interactive Corporation, Lynch Interactive Corporation transferred to us 161,000 shares of The Morgan Group, Inc.'s outstanding Class A common stock, warrants to purchase an additional 161,000 such shares at $9.00 per share, 2,200,000 shares of The Morgan Group, Inc.'s Class B common stock and warrants to purchase an additional 2,200,000 such shares at $9.00 per share, giving us control of more than 80% of The Morgan Group, Inc.'s aggregate voting power. In addition, Lynch Interactive Corporation made a capital contribution of $500,000 to us. Aside from our interest in The Morgan Group, Inc. and the cash resulting from Lynch Interactive Corporation's capital contribution,material adverse impact. Although we have ~~no significant assets~~installed procedures and we have had no operations to date. The Morgan Group, Inc. is the nation's largest publicly owned service company in managing the delivery of manufactured homes, commercial vehicles and specialized equipment in the United States, and through its wholly owned and principal subsidiary, Morgan Drive Away, Inc., has been operating since 1936. The Morgan Group, Inc. primarily provides outsourcing transportation services through a national network of approximately 775 independent owner-operators and approximately 1,112 other drivers as of October 31, 2001. The Morgan Group, Inc. dispatches its drivers from 56 locations in 27 states. The Morgan Group, Inc.'s largest customers include Fleetwood Enterprises, Inc., Champion Enterprises, Inc., Winnebago Industries, Inc., Cavalier Homes, Inc., Clayton Homes, Inc., Four Seasons Housing, Inc., Thor Industries, Inc., Holiday Rambler and Damon Corporation. The Morgan Group, Inc. also provides certain insurance and financing services to the independent owner-operators through its insurance and finance subsidiaries, Interstate Indemnity Company and Morgan Finance, Inc., respectively. As further described below, The Morgan Group, Inc.'s strategy is to grow through expansion in the niche businesses already being serviced, along with pursuing acquisitions or joint ventures in related industries. In addition, The Morgan Group, Inc. will look to expand insurance product offerings to drivers and owner-operators through its Interstate Indemnity Company. Company Services The Morgan Group, Inc. operates in these business segments: Manufactured Housing, Driver Outsourcing, Specialized Outsourcing Services, and Insurance and Finance. o Manufactured Housing Segment. The largest portion of The Morgan Group, Inc.'s operating revenues is derived from transportation of manufactured housing, primarily new manufactured homes, modular homes, and office trailers. This segment also transports used manufactured homes and offices for -23- individuals, businesses, and the U.S. Government. Based on industry shipment data available from the Manufactured Housing Institute, The Morgan Group, Inc. is the largest transporter of manufactured homes in the United States. As of October 31, 2001, the manufactured housing segment ships products through approximately 426 independent owner-operators driving specially modified semi-tractors referred to as "toters." The number of independent owner-operators decreased approximately 47% from October 31, 2000 principally due to a decrease in shipments. Makers of manufactured housing generally ship their products no more than a few hundred miles from their production facilities. Therefore, to serve the regional structure of this industry, The Morgan Group, Inc. positions its dispatch offices close to the production facilities of its customers in order to best service them. The Morgan Group, Inc. reduced its number of manufacturing housing dispatch offices in 2000 by 18 locations, primarily due to plant closures and internal consolidation. Most manufactured housing units, when transported, require a special permit prescribing the time and manner of transport for over-dimensional loads. The Morgan Group, Inc. obtains the permits required for each shipment from each state through which the shipment will pass. In 2001, for the third consecutive year, the manufactured housing industry experienced a decline in shipments and production. Industry production by the manufactured housing industry (considering double-wide homes as two shipments) in the United States decreased by approximately 26% to 426,000 in 2000 from 574,000 in 1999, after a 5% decrease in 1999 according to data from the Manufactured Housing Institute. The manufactured housing industry continues to suffer from the combined impact of tightened consumer credit standards, increased industry repossessions and excess inventory. The Morgan Group, Inc. believes that affordable manufactured housing over the long-term should continue to grow along with the general economy, as long as employment statistics and consumer confidence remain strong. There is no assurance, however, that manufactured housing production will increase. o Driver Outsourcing Segment. The driver outsourcing segment provides outsourcing transportation services primarily to manufacturers of recreational vehicles, commercial trucks, and other specialized vehicles through a network of service centers in nine states. Driver outsourcing engagesutilize the services of ~~approximately 1,112 drivers who are outsourced~~experienced administrators, accountants and lawyers to ~~customers~~assist us in adhering to ~~deliver the vehicles. In 2000, driver outsourcing delivered approximately 36,900 units through the use of~~regulatory guidelines and satisfying these drivers. While the number of deliveries decreased, operating revenue per unit delivered increased in 2000. o Specialized Outsourcing Services Segment. The specialized outsourcing services segment consists of large trailer, or towaway, delivery, travel and other small trailer, or pick-up, delivery. The towaway operation moved approximately 8,250 large trailers in 2000 compared to 14,600 large trailers in 1999, primarily the result of a shortage in independent owner-operator availability. As of October 31, 2001, the towaway operation had contracts with approximately 123 independent owner-operators who drive semi-tractors compared to 89 independent owner-operators at October 31, 2000. As of October 31, 2000, The Morgan Group, Inc. delivered travel and other small trailers through 226 independent owner-operators utilizing pickup trucks compared to 161 independent owner-operators in 1999. o Insurance and Finance Segment. The insurance and finance segment provides insurance and financing to The Morgan Group, Inc.'s drivers and independent owner-operators. Interstate Indemnity Company, The Morgan Group, Inc.'s insurance subsidiary, may accept a limited portion or all of the underwriting risk, retaining the appropriate proportion of the premiums. This segment administers cargo, bodily injury and property damage insurance programs. Growth Strategy The Morgan Group, Inc.'s growth strategy is to focus on its core transportation services, and to grow its market in manufactured housing and driver outsourcing through acquisitions, if suitable opportunities arise. To enhance its profitability, The Morgan Group, Inc. is continuing the process of reducing its overhead costs. -24- o Manufactured Housing. The Morgan Group, Inc. believes it can take better advantage of its position in the manufactured housing industry and its relationship with manufacturers, retailers, and independent owner-operators, by expanding the services it offers within its specialized business. As the nation's largest service company managing the delivery of manufactured homes, The Morgan Group, Inc. will also pursue other national contracts with manufacturers, and continue to pursue opportunities to offer new services and consider acquisition opportunities. o Driver Outsourcing. The Morgan Group, Inc. has focused its operations in two broad markets, recreational and commercial vehicles. Given the softness in the recreational vehicle industry, The Morgan Group, Inc. is looking to expand its growth in the delivery of commercial vehicles, such as school buses, ambulances, dump trucks and shuttle buses. In addition, The Morgan Group, Inc. has strengthened its sales and marketing staff. The Morgan Group, Inc.'s growth strategy within this market includes expanding its market position in this highly fragmented delivery transportation market. The future growth rate of The Morgan Group, Inc.'s outsourcing business is dependent upon continuing to add major vehicle customers and expanding The Morgan Group, Inc.'s driver force. o Specialized Outsourcing Services. The Morgan Group, Inc. believes it can grow its towaway business by increasing the number of available drivers and through the use of transportation brokers. The Morgan Group, Inc. has not been able to take full advantage of large trailer delivery opportunities because it did not have a sufficient number of towaway drivers or its drivers were not in the necessary locations. Additionally, The Morgan Group, Inc. continues to develop other market opportunities for the pick-up portion of this segment. o Acquisitions/Joint Ventures. The Morgan Group, Inc. is continuously considering acquisition opportunities. The Morgan Group, Inc. may consider acquiring regional or national firms that service the manufactured housing and/or the outsourcing industry as well as logistics, transportation, or related industries. The Morgan Group, Inc. is continually reviewing potential acquisitions and joint venture opportunities and is engaged in negotiations from time to time. There can be no assurance that any future transactions will be effected. Forward-Looking Discussion During the remainder of 2001, The Morgan Group, Inc. could benefit from further reduction of overhead costs and an improvement of its safety record. While The Morgan Group, Inc. remains optimistic over the long term, near term results could be affected by a number of internal and external economic conditions. o Dependence on Manufactured Housing. Shipments of manufactured housing have historically accounted for a substantial majority of The Morgan Group, Inc.'s operating revenues. Therefore, The Morgan Group, Inc.'s prospects are substantially dependent upon this industry, which is subject to broad production cycles. Currently, manufactured housing is experiencing an industry-wide decline in shipments, which is having an adverse impact on The Morgan Group, Inc.'s operating revenues and profitability. o Costs of Accident Claims and Insurance. Traffic accidents occur in the ordinary course of The Morgan Group, Inc.'s business. Claims arising from such accidents can be significant. Although The Morgan Group, Inc. maintains liability and cargo insurance, the number and severity of the accidents involving The Morgan Group, Inc.'s independent owner-operators and drivers can have a significant adverse effect on the profitability of The Morgan Group, Inc. through premium increases and amounts of loss retained by The Morgan Group, Inc. below deductible limits or above its total coverage. There can be no assurance that The Morgan Group, Inc. can continue to maintain its present insurance coverage on acceptable terms or that the cost of such coverage will not increase significantly. -25- o Customer Contracts and Concentration. Historically, a majority of The Morgan Group, Inc.'s operating revenues have been derived under contracts with customers. Such contracts generally have one, two, or three year terms. There is no assurance that customers will agree to renew their contracts on acceptable terms or on terms as favorable as those currently in force. The Morgan Group, Inc.'s top ten customers have historically accounted for a majority of its operating revenues. The loss of one or more of these significant customers could adversely affect The Morgan Group, Inc.'s results of operations. A number of The Morgan Group, Inc.'s major customers are experiencing financial difficulty as a result of the softness in the manufactured housing and recreational vehicle markets. o Competition for Qualified Drivers. Recruitment and retention of qualified drivers and independent owner-operators is highly competitive. The Morgan Group, Inc.'s contracts with independent owner-operators are terminable by either party on ten days' notice. There is no assurance that The Morgan Group, Inc.'s drivers will continue to maintain their contracts in force or that The Morgan Group, Inc. will be able to recruit a sufficient number of new drivers on terms similar to those presently in force. The Morgan Group, Inc. may not be able to engage a sufficient number of new drivers to meet customer shipment demands from time to time, resulting in loss of operating revenues that might otherwise be available to it. o Risks of Acquisitions and Expansions. The Morgan Group, Inc. has sought and will continue to seek favorable acquisition opportunities. Its strategic plans may also include the initiation of new services or products, either directly or through acquisition, within existing and/or complimentary business lines. There is no assurance that The Morgan Group, Inc. will be able to identify favorable acquisition opportunities, that its acquisitions will be successfully integrated into its operations or that they will prove to be profitable. Seasonality and General Economic Conditions The Morgan Group, Inc.'s operations have historically been seasonal, with generally higher operating revenues generated in the second and third quarters than in the first and fourth quarters. A smaller percentage of The Morgan Group, Inc.'s operating revenues are generated in the winter months in areas where weather conditions limit highway use. The seasonality of The Morgan Group, Inc.'s business may cause a significant variation in its quarterly operating results. Additionally, The Morgan Group, Inc.'s operations are affected by fluctuations in interest rates and the availability of credit to purchasers of manufactured homes and recreational vehicles, general economic conditions, and the availability and price of motor fuels. See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Reserves at December 31, 2000." The Morgan Group, Inc. requires significant credit facilities from independent financial institutions to support its working capital needs and to provide letters of credit for its insurance arrangements. The availability and sufficiency of such credit facilities depends on The Morgan Group, Inc.'s financial condition and operating performance, which is affected by the other factors described herein, as well as the willingness of lenders to provide credit support in the transportation and manufacturing housing sector. Without such credit facilities, The Morgan Group, Inc. might not be able to continue as a going concern. Customers and Marketing The Morgan Group, Inc.'s customers requiring delivery of manufactured homes, recreational vehicles, commercial trucks, and specialized vehicles are located in various parts of the United States. The Morgan Group, Inc.'s largest manufactured housing customers include Fleetwood Enterprises, Inc., Champion Enterprises, Inc., Cavalier Homes, Inc., Clayton Homes, Inc., Four Seasons Housing, Inc., Scotsman, and Commodore Corporation. The Morgan Group, Inc.'s largest driver outsourcing customers include Winnebago Industries, Inc., Thor Industries, Inc. Damon Corporation and Utilimaster. The Morgan Group, Inc.'s largest specialized outsourcing services customers include Fleetwood Enterprises, Inc., Keystone RV and North American Van Lines, Inc. While most manufacturers rely solely on carriers such as The Morgan Group, Inc., other manufacturers operate their own equipment and may employ outside carriers on a limited basis. The Morgan Group, Inc.'s operating revenues are comprised primarily of linehaul revenues derived by multiplying the miles of a given shipment by the stated mileage rate. Operating revenues also include charges for -26- permits, insurance, escorts and other items. A substantial portion of The Morgan Group, Inc.'s operating revenues are generated under one, two, or three-year contracts with producers of manufactured homes, recreational vehicles, and the other products. In these contracts, the manufacturers agree that a specific percentage (up to 100%) of their transportation service requirements from a particular location will be performed by The Morgan Group, Inc. on the basis of a prescribed rate schedule, subject to certain adjustments to accommodate increases in The Morgan Group, Inc.'s transportation costs. Linehaul revenues generated under customer contracts in 2000, 1999 and 1998 were 69%, 71%, and 64% of total linehaul revenues, respectively. The Morgan Group, Inc.'s ten largest customers all have been served for at least three years and accounted for approximately 67%, 68% and 69% of its linehaul revenues in 2000, 1999 and 1998, respectively. Linehaul revenues under contracts with Fleetwood Enterprises, Inc. and Oakwood Homes Corporation accounted for over 15% and 20%, respectively, of linehaul revenues in 2000. The Fleetwood Enterprises, Inc. manufactured housing contract is continuous except that it may be terminated upon thirty (30) day written notice by either party if the other party has repeatedly failed to perform, persistently disregarded applicable laws or regulations, or otherwise committed a substantial violation of the contract. The Morgan Group, Inc. has been servicing Fleetwood Enterprises, Inc. for over 25 years. The Oakwood Homes Corporation manufactured housing contract expired on October 31, 2001 and will not be renewed; however, The Morgan Group, Inc. will continue to be the primary back-up carrier for Oakwood Homes Corporation. Most contracts provide for scheduled rate increases based upon regional fuel prices. These increases are generally passed on to the independent owner-operators who purchase fuel. The Morgan Group, Inc. markets and sells its services through 56 locations in 27 states at October 31, 2001, concentrated where manufactured housing and recreational vehicle production facilities are located. Marketing support personnel are located both at The Morgan Group, Inc.'s Elkhart, Indiana headquarters and regionally. Dispatch offices are supervised by regional offices. The Morgan Group, Inc. has 37 dispatch offices, each devoted primarily to a single customer facility. This setup allows the dispatching agent and local personnel to focus on the needs of each individual customer while remaining supported by The Morgan Group, Inc.'s nationwide operating structure. Sales personnel at regional offices and at the corporate headquarters meet periodically with manufacturers to review production schedules, requirements, and maintain ~~contact with customers' shipping personnel. Senior management maintains personal contact with corporate officers~~insurance to protect ourselves in the case of The Morgan Group, Inc.'s largest customers. Regional and terminal personnel also develop relationships with manufactured home park owners, retailers, finance companies and others to promote The Morgan Group, Inc.'s shipments of used manufactured homes. The Morgan Group, Inc. also participates in industry trade shows throughout the country and advertises in trade magazines, newspapers, and telephone directories. Independent Owner-Operators The shipment of product by the manufactured housing and specialized outsourcing services segments are conducted by contracting for the use of the equipment of independent owner-operators. Owner-operators are independent contractors who own toters, tractors or pick-up trucks, which they contract to, and operate for, The Morgan Group, Inc. on a long-term basis. Independent owner-operators are not generally approved to transport commodities on their own in interstate or intrastate commerce. The Morgan Group, Inc., however, possesses such approvals and/or authorities, and provides marketing, insurance, communication, administrative, and other support required for such transportation. The Morgan Group, Inc. attracts independent owner-operators mainly through field recruiters, trade magazines, referrals, and truck stop brochures. Recruitment and retention of qualified drivers is highly competitive andclient losses, there can be no assurance that the precautions and procedures that we have instituted and installed, or the insurance that we maintain to protect ourselves in case of client losses, will protect us from all potential liabilities.

The ~~Morgan Group, Inc. will be able~~Patriot Act

The USA Patriot Act of 2001 contains anti-money laundering and financial transparency laws and mandates the implementation of various new regulations applicable to ~~attract a sufficient number of qualified, independent owner-operators in the future. The contract between The Morgan Group, Inc.~~broker-dealers and each owner-operator can be cancelled upon ten days' notice by either party. The weighted average length of service of The Morgan Group, Inc.'s current independent owner-operators is approximately 4.0 years in 2000other financial services

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companies, including standards for verifying client identification at account opening, and ~~3.5 years in 1999. At December 31, 2000, 1,023 independent owner-operators were under contract~~obligations to ~~The Morgan Group, Inc., including 749 operating toters, 91 operating semi-tractors,~~monitor client transactions and ~~183 operating pick-up trucks. -27-~~ In manufactured housing, independent owner-operators utilizing toter equipment tend to exclusively transport manufactured homes. Once modified from a semi-tractor, a toter has limited applications for hauling general freight. Toter drivers are, therefore, unlikely to be engaged by transport firms that do not specialize in manufactured housing. This gives The Morgan Group, Inc. an advantage in retaining toter independent owner-operators. The average tenure with The Morgan Group, Inc. of its toter independent owner-operators is 4.7 years in 2000 compared to 3.9 years in 1999. In specialized outsourcing services, The Morgan Group, Inc. is competing with national carriers for the recruitment and retention of independent owner-operators who own semi-tractors. The average length of service of The Morgan Group, Inc.'s independent owner-operators is approximately 2.1 years in 2000, compared to 2.3 years in 1999. During 2000, the number of owner-operators providing services to the towaway segment declined, while the number of owner-operators driving pick-ups increased. Independent owner-operators are generally compensated for each trip on a per mile basis. Independent owner-operators are responsible for operating expenses, including fuel, maintenance, lodging, meals, and certain insurance coverages. The Morgan Group, Inc. provides required permits, cargo and liability insurance (coverage while transporting goods for The Morgan Group, Inc.), and communications, sales and administrative services. Independent owner-operators, except for owners of certain pick-up trucks, are required to possess a commercial drivers license and to meet and maintain compliance with requirementsreport suspicious activities. Anti-money laundering laws outside of the ~~U.S. Department~~United States contain some similar provisions. Our failure to comply with these requirements could have a material adverse effect on us.

Legal Proceedings

We are currently not aware of ~~Transportation and standards established~~any pending legal proceedings to which we are a party, nor are we aware of any such proceedings that are contemplated by ~~The Morgan Group, Inc.~~any governmental authority. From time to time, ~~tax authorities have sought to assert that independent owner-operators~~we may be named in the trucking industry are employees, rather than independent contractors. No such tax claims have been successfully made with respect to independent owner-operators of The Morgan Group, Inc. Under existing industry practicelegal actions and ~~interpretations of federal and state tax laws,~~proceedings. These actions may seek substantial or indeterminate compensatory as well as ~~The Morgan Group, Inc.'s current method of operation, The Morgan Group, Inc.~~punitive damages or injunctive relief. We are also subject to governmental or regulatory examinations or investigations. Examinations or investigations can result in adverse judgments, settlements, fines, injunctions, restitutions or other relief. For any such matters, the Company’s financial statements include the necessary provisions for losses that we believe are probable and estimable. Furthermore, we evaluate whether there exist losses which may be reasonably possible and, if material, make the necessary disclosures. However, management believes such amounts, both those that ~~its independent owner-operators~~are probable and those that are reasonably possible, are not ~~employees. Whether an owner-operator~~material to the Company’s financial condition, results of operations, or cash flows at March 31, 2020.

Employees

The Company has two executive officers and 17 employees performing day-to-day functions. The Company is ~~an independent contractor or employee is, however, generally~~ a ~~fact-sensitive determination~~subsidiary of ACG and can avail itself of the ~~laws~~transition services agreement with GAMCO. None of our employees are covered by a collective bargaining agreement. We have not experienced any work stoppages, and interpretations can vary from state to state. There can be no assurance that tax authorities will not successfully challenge this position, or that such tax laws or interpretations thereof will not change. If the independent owner-operators were determinedwe consider our relations with our employees to be ~~employees, such determination could materially increase~~good.

Real Estate Properties

Neither the Company nor G.research owns any properties. The ~~Morgan Group, Inc.'s employment tax~~Company is currently renting office space located at 401 Theodore Fremd Avenue in Rye, New York from ACG under ACG’s leasehold with GAMCO.

Status as a Smaller Reporting Company

Under the Exchange Act, we qualify as a “smaller reporting company,” which is defined as a company with either (a) public float of less than $250 million or (b) less than $100 million in annual revenues and ~~workers'~~(1) no public float or (2) public float of less than $700 million. As a smaller reporting company, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “smaller reporting companies.” These exemptions include reduced disclosure obligations regarding executive compensation ~~exposure. Driver Outsourcing The Morgan Group, Inc. utilizes both independent contractors~~in our periodic reports and ~~employees in its outsourcing operations. The Morgan Group, Inc. outsources its over 1,410 drivers on a trip-by-trip basis for delivery to retailers~~proxy statements, and rental truck agencies, recreational and commercial vehicles, such as buses, tractors, and commercial vans. These individuals are recruited through driver recruiters, trade magazines, brochures, and referrals. Prospective drivers are required to possess at least a chauffeur's license and are encouraged to obtain a commercial driver's license. They must also meet and maintain compliance with requirementstwo, instead of three, fiscal years of audited financial statements.

We may take advantage of some or all of the ~~United States Department~~reduced regulatory and reporting requirements that will be available to us as long as we qualify as a smaller reporting company, except that we have irrevocably elected not to take advantage of ~~Transportation~~the extension of time to comply with new or revised financial accounting standards available under Section 107(b) of the JOBS Act.

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MANAGEMENT

Board of Directors Following the Spin-Off

Under Delaware law, the business and ~~standards established~~affairs of the Company is managed under the direction of our Board. Our certificate of incorporation and bylaws provide that the number of directors may be fixed by The Morgan Group, Inc. Outsourcing drivers are utilized as needed, depending on The Morgan Group, Inc.'s transportation volume and driver availability. Outsourcing drivers are paid on a per mile basis. The driver is responsible for most operating expenses, including fuel, return travel, lodging, and meals. The Morgan Group, Inc. provides licenses, cargo and liability insurance, communications, sales, and administrative services. Agents and Employees The Morgan Group, Inc. has approximately 83 terminal managers and assistant terminal managers who are involved directly with the management of equipment and drivers. Of these 83 managers, approximately 67 are full-time employees and the remainder are independent contractors who earn commissions. The terminal personnel are responsible for The Morgan Group, Inc.'s terminal operations including safety, customer relations, equipment assignment, and other matters. Because terminal personnel develop close relationships with The Morgan Group, Inc.'s customers and drivers,our Board from time to time The Morgan Group, Inc. has suffered a terminal personnel defection, following which the former staff has sought to exploit such relationships in competition with The Morgan Group, Inc. See "Legal Proceedings" below. In addition to the terminal personnel, The Morgan Group, Inc. employs approximately 190 full-time employees. The Morgan Group, Inc. also has 5 full-time employee drivers in its manufactured housing segment and 11 in its driver outsourcing division. -28- Risk Management, Safety and Insurance The risk of losses arising from traffic accidents is inherent in any transportation business. The Morgan Group, Inc. carries personal injury and property damage insurance with a deductible of $250,000 per occurrence except for the period from April 1, 1998 to March 31, 1999, which had a deductible of $150,000. The Morgan Group, Inc. has obtained, but has not activated a self-insurance authority for personal injury and property damage coverage of up to $1,000,000. The Morgan Group, Inc. maintains cargo damage insurance with a deductible of $1,000,000 from April 1, 1999 to July 1, 2001, and $150,000 from April 1, 1998 to March 31, 1999, and $250,000 for prior periods. The insurance policy for the period of April 1, 1998 to March 31, 1999 included a stop-loss provision. The frequency and severity of claims under The Morgan Group, Inc.'s liability insurance affects the cost and potentially the availability of such insurance. If The Morgan Group, Inc. is required to pay substantially greater insurance premiums, or incurs substantial losses above its insurance coverage or below its deductibles, its results could be materially adversely affected. The Morgan Group, Inc. continues to review its insurance programs, self-insurance limits and excess policy provisions. The Morgan Group, Inc. believes that its current insurance coverage is adequate to cover its liability risks. There can be no assurance that The Morgan Group, Inc. can continue to maintain its present insurance coverage on acceptable terms. The Morgan Group, Inc. has driver recognition programs emphasizing safety to enhance its overall safety record. In addition to periodic recognition for safe operations, The Morgan Group, Inc. has implemented safe driving bonus programs. These plans generally reward drivers on an escalating rate per mile based upon the claim-free miles driven. The Morgan Group, Inc. utilizes a field safety organization that places a dedicated safety officer at most regional centers. These individuals work towards improving safety by analyzing claims, identifying opportunities to reduce claims costs, implementing preventative programs to reduce the number of incidents, and promoting the exchange of information to educate others. The Morgan Group, Inc. has a Director of Safety and D.O.T. Compliance and six (6) field safety managers. Interstate Indemnity Company makes available physical damage insurance coverage for The Morgan Group, Inc.'s independent owner-operators. Interstate Indemnity Company also writes performance surety bonds for The Morgan Group, Inc. The Morgan Group, Inc. may also utilize its wholly-owned insurance subsidiary to secure business insurance for The Morgan Group, Inc. through re-insurance contracts. Competition All of The Morgan Group, Inc.'s activities are highly competitive. In addition to fleets operated by manufacturers, The Morgan Group, Inc. competes with numerous small regional or local carriers and to a lesser extent with large national carriers. The Morgan Group, Inc.'s principal competitors in the manufactured housing and specialized outsourcing services marketplaces are privately owned. No assurance can be given that The Morgan Group, Inc. will be able to maintain its competitive position in the future. Properties We do not directly own any real property. The Morgan Group, Inc. owns approximately 24 acres of land with improvements in Elkhart, Indiana. The improvements include a 23,000 square foot office building housing The Morgan Group, Inc.'s principal office and its manufactured housing division; a 7,000 square foot building housing the specialized outsourcing services division; a 9,000 square foot building used for The Morgan Group, Inc.'s safety and driver service departments. Most of The Morgan Group, Inc.'s 56 locations are situated on leased property. The Morgan Group, Inc. also owns and leases property for storage at various locations throughout the United States, usually in proximity to manufacturers of products moved by The Morgan Group, Inc. The property leases have term commitments of a minimum of thirty days and a maximum of three years, at monthly rentals ranging from $10 to $6,500. The following table summarizes The Morgan Group, Inc.'s owned real property. -29- Property Location Property Description Approximate Acreage - ------------------ --------------------- ------------------- Elkhart, Indiana Corporate and Specialized Outsourcing Services 24 Wakarusa, Indiana Terminal and Storage 4 Middlebury, Indiana Terminal and storage 13 Mocksville, North Carolina Terminal and Storage 8 Edgerton, Ohio Terminal and Storage 2 Woodburn, Oregon Storage 4 Woodburn, Oregon Storage 1 Montevideo, Minnesota Storage 3 The following property is owned and is being held for sale: Forth Worth, Texas Storage 6 Legal Proceedings We are not a party to any legal proceedings. On September 26, 2001, The Morgan Group, Inc. filed suit in federal court in Georgia against one of its former senior officers, a competitor and certain of the competitor's affiliates, alleging that the parties had secretly conspired to misappropriate The Morgan Group, Inc.'s drivers, employees, customers and trade secrets through unlawful means at a time when the senior officer was still a senior officer of The Morgan Group, Inc. The lawsuit further alleges that, while on The Morgan Group, Inc.'s payroll, the senior officer and some of her subordinates worked with the competitor, using false information, to convince drivers under contract with The Morgan Group, Inc. to leave and work for the competitor instead. It is also alleged that the senior officer and others working on behalf of the competitor sent more than 20 faxes (including some from The Morgan Group, Inc.'s own facilities) encouraging retail dealers under false pretenses to instruct manufacturers to have their homes shipped by the competitor rather than The Morgan Group, Inc. in interference with those manufacturers' written agreement with The Morgan Group, Inc. The lawsuit further alleges that the senior officer and others acting for the competitor improperly removed trade secret information and files from two of The Morgan Group, Inc.'s offices, including confidential pricing data that the competitor allegedly is using to unfairly compete with The Morgan Group, Inc.'s price structure. At a hearing on September 28, 2001, the competitor and the senior officer denied many of the allegations and any wrongdoing. The federal court issued a preliminary injunction under which the court invalidated contracts between the competitor and the drivers the competitor had recruited from The Morgan Group, Inc. Those drivers were freed from their contracts with the competitor and given 10 days to choose among The Morgan Group, Inc, its competitor or another carrier based on full disclosure of information. The court also invalidated the letters from retail dealers to manufacturers that the competitor and the senior officer allegedly instigated, and confirmed that retail dealers should not be improperly induced to use an alternate carrier. The competitor and the senior officer also have been prohibited by the court from keeping or using any confidential information and files allegedly taken from The Morgan Group, Inc. Since the issuance of the preliminary injunction, The Morgan Group, Inc. has succeeded in its efforts to bring some of these employees, drivers and customers back to the company. The alleged illegal actions described above obviously negatively impacted the manufactured house business in the third quarter. In addition to the preliminary injunction issued by the court on September 28, The Morgan Group, Inc. is also seeking monetary damages from the competitor and the senior officer, as well as a permanent injunction against unfair competition and unlawful interference with its contracts. Over the competitor's objection, the court ruled on September 28 that the parties could take immediate discovery in the case on these remaining issues. On October 18, 2001, The Morgan Group, Inc.'s competitor filed certain counterclaims against The Morgan Group, Inc., which The Morgan Group, Inc. plans to defend vigorously. -30- LEGISLATION AND GOVERNMENT REGULATION The Morgan Group, Inc.'s interstate operations are subject to regulation by the Federal Motor Carrier Safety Administration which is an agency of the United States Department of Transportation. This jurisdiction was transferred to the United States Department of Transportation with the enactment of the Interstate Commerce Commission Termination Act. Effective January 1, 1995, the economic regulation of certain intrastate operations by various state agencies was preempted by federal law. The states continue to have jurisdiction primarily to ensure that carriers providing intrastate transportation services maintain required insurance coverage, comply with applicable safety regulations, and conform to regulations governing size and weight of shipments on state highways. Most states have adopted the Federal Motor Carrier Safety Administration safety regulations and actively enforce them in conjunction with United States Department of Transportation personnel. Motor carriers normally are required to obtain approval and/or authority from the Federal Motor Carrier Safety Administration as well as various state agencies. The Morgan Group, Inc. is approved and/or holds authority to provide interstate and intrastate transportation services from, to, and between all points in the continental United States. The Morgan Group, Inc. provides services to certain specific customers under contract and non-contract services to the shipping public pursuant to governing rates and charges maintained at its corporate and various dispatching offices. Transportation services provided pursuant to a written contract are designed to meet a customer's specific shipping needs. Federal regulations govern not only operating authority and registration, but also such matters as the content of agreements with independent owner-operators, required procedures for processing of cargo loss and damage claims, and financial reporting. The Morgan Group, Inc. believes that it is in substantial compliance with all material regulations applicable to its operations. The United States Department of Transportation regulates safety matters with respect to the interstate operations of The Morgan Group, Inc. Among other things, the United States Department of Transportation regulates commercial driver qualifications and licensing; sets minimum levels of financial responsibility; requires carriers to enforce limitations on drivers' hours of service; prescribes parts, accessories and maintenance procedures for safe operation of commercial/motor vehicles; establishes health and safety standards for commercial motor vehicle operators; and utilizes audits, roadside inspections and other enforcement procedures to monitor compliance with all such regulations. The United States Department of Transportation has established regulations which mandate random, periodic, pre-employment, post-accident and reasonable cause drug testing for commercial drivers and similar regulations for alcohol testing. The Morgan Group, Inc. believes that it is in substantial compliance with all material United States Department of Transportation requirements applicable to its operations. In Canada, provincial agencies grant both intraprovincial and extraprovincial authority; the latter permits transborder operations to and from the United States. The Morgan Group, Inc. has obtained from Canadian provincial agencies all required extraprovincial authority to provide transborder transportation of manufactured homes and motor homes throughout most of Canada. Most manufactured homes, when being transported by a toter, exceed the maximum dimensions allowed on state highways without a special permit. The Morgan Group, Inc. obtains these permits for its independent contractor owner-operators from each state that allows The Morgan Group, Inc. to transport their manufactured homes on state highways. The states and Canadian provinces have special requirements for over-dimensional loads detailing permitted routes, timing required, signage, escorts, warning lights and similar matters. Most states and provinces also require operators to pay fuel taxes, comply with a variety of other state tax and/or registration requirements, and keep evidence of such compliance in their vehicles while in transit. The Morgan Group, Inc. coordinates compliance with these requirements by its drivers and independent contractor owner-operators, and monitors their compliance with all applicable safety regulations. Interstate Indemnity Company, The Morgan Group, Inc.'s insurance subsidiary, is an insurance company incorporated under Vermont law. It is required to report annually to the Vermont Department of Banking, Insurance, Securities, & Health Care Administration, and must submit to an examination by this department on a triennial -31- basis. Vermont regulations require Interstate Indemnity Company to be audited annually and to have its loss reserves certified by an approved actuary. The Morgan Group, Inc. believes Interstate Indemnity Company is in substantial compliance with Vermont insurance regulations. Morgan Finance, Inc., The Morgan Group, Inc.'s finance subsidiary, is incorporated under Indiana law. Morgan Finance, Inc. is subject to Indiana's Equal Credit Opportunity Laws and other state and federal laws relating generally to fair financing practices. MANAGEMENT Morgan Group Holding Co. Executive Officers and Directors The following table sets forth the name, present principal occupation, employment history, positions, offices or employment for the past five years and ages as of November 21, 2001 for our executive officers and directors.time. Members of the Board are elected and serve for one year terms or until their successors are elected qualify. The following sets forth information regarding individuals who are currently directors in office and ~~qualify. Name Age Position - ---- --- -------- Mario J. Gabelli 59 Chief Executive Officer~~are expected to continue to serve as directors after the Spin-Off (ages as of , 2020):

Name			Age
Vincent M. Amabile, Jr.			42
Joseph L. Fernandez			58
Stephen J. Moore			55

The present principal occupation or employment and ~~Director Robert E. Dolan 49 Chief Financial Officer~~five-year employment history of each of our directors is set forth below:

Vincent M. Amabile, Jr. Mr. Amabile assumed the office of president upon consummation of the acquisition and ~~Director John Fikre 37 Vice President, Secretary~~is our principal executive officer. Mr. Amabile was appointed president of G.research during August 2019 and ~~Director Mario J. Gabelli. Mario J. Gabelli~~prior thereto he was employed as an institutional trader at G.research since 2003 and has been registered as a general securities principal of G.research since 2006. Prior to joining G.research, Mr. Amabile worked on the trading desk of Merrill Lynch, Pierce, Fenner & Smith Incorporated from June 2000 and December 2002. Mr. Amabile has served as ~~Chairman, Chief Executive Officer, Chief Investment Officer and~~ a director of ~~Gabelli Asset Management Inc.~~City College Fund, a non-profit fundraising organization established to benefit students and ~~its predecessors~~scholars at the City University of New York, since ~~November 1976. In connection with those responsibilities, he serves as director or trustee and/or an officer of registered investment companies managed by subsidiaries of Gabelli Asset Management.~~2010. Mr. ~~Gabelli serves as Chairman and Chief Executive Officer of Lynch Interactive Corporation, a public company engaged~~Amabile earned his B.S. from Fairfield University in ~~multimedia and other services; and Vice Chairman of Lynch Corporation, a public company engaged in manufacturing. In addition,~~2000.

The Board believes that Mr. ~~Gabelli is~~Amabile’s qualifications to serve on the ~~Chairman and Chief Executive Officer of Gabelli Group Capital Partners, Inc., a private company which makes investments for its own account. Mr. Gabelli also serves~~Board include his two decades career as a ~~Governor~~trader and his long tenure with G.research, including his service as a general securities principal since 2006, which Board believes will give him unique insight into the brokerage operations of the ~~American Stock Exchange; Overseer~~Company after the acquisition.

Joseph L. Fernandez. Mr. Fernandez assumed the office of ~~Columbia University Graduate School of Business; Trustee of Fairfield University, Roger Williams University, Winston Churchill Foundation and E.L. Wiegand Foundation; Director~~executive vice president–finance upon consummation of the National Italian American Foundation and the American-Italian Cancer Foundation; and Chairman, Patron's Committee of Immaculate Conception School. Robert E. Dolan. Mr. Dolan has served as Chief Financial Officer of Lynch Interactive Corporation (September 1999 to present), Director of Sunshine PCS Corporation (November 2000 to present), and Chief Financial Officer of Lynch Corporation (1993 to January 2000). John Fikre. Mr. Fikre has served as Vice President, Corporate Development, Secretary and General Counsel of Lynch Interactive Corporation since August 2001. Prior to joining Lynch Interactive Corporation, Mr. Fikre was an associate at the law firm of Wilkie Farr & Gallagher. Compensation of Directors We do not compensate our directors at the present time, although we may do so in the future. We indemnify directors pursuant to Delaware law and may reimburse them for certain out-of-pocket costs in connection with serving as directors. -32- Employees and Compensation We presently have no employees, although we may hire employees in the future. We do not pay employment compensation to any person, including our directors and executive officers. Indemnification of Directors and Officers Under Section 145 of the Delaware General Corporation Law, we have broad powers to indemnify our directors and officers against liabilities they may incur in such capacities. Our certificate of incorporation provides our directors and officers shall be indemnified to the fullest extent permitted by the Delaware law. Our certificate of incorporation also provides that we shall, to the fullest extent permitted by Delaware law, as amended from time to time, indemnify and advance expenses to each of our currently acting and former directors, officers, employees and agents. Delaware law provides that a corporation may limit the liability of each director to the corporation or its stockholders for monetary damages except for liability: o for any breach of the director's duty of loyalty to the corporation or its stockholders, o for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, o in respect of certain unlawful dividend payments or stock redemptions or repurchases and o for any transaction which the director derives an improper personal benefit. Our certificate of incorporation provides for the elimination and limitation of the personal liability of our directors for monetary damages to the fullest extent permitted by Delaware law. In addition, our certificate of incorporation provides that if Delaware law is amended to authorize the further elimination or limitation of the liability of a director, then the liability of our directors shall be eliminated or limited to the fullest extent permitted by Delaware law, as amended. The effect of this provision is to eliminate our rights and our stockholders' rights, through stockholders' derivative suits, to recover monetary damages against a director for breach of the fiduciary duty of care as a director, except in the situations described above. This provision does not limit or eliminate our rights or our stockholders' rights to seek non-monetary relief such as an injunction or rescission in the event of a breach of a director's duty of care. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted for our directors, officers, and controlling persons, pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission that this sort of indemnification is against public policy as expressed in the Securities Act of 1933, as amended,acquisition and is ~~therefore unenforceable. At present, there is no pending litigation or proceeding involving any of~~ our directors, officers, employees or agents where indemnification will be required or permitted. The Morgan Group, Inc. Executive Officers and Directors The Morgan Group, Inc.'s executive officers are as follows Name Age Position - ---- --- -------- Charles C. Baum 59 Chairman of the Board Anthony T. Castor, III 49 President, Chief Executive Officer and Director Michael J. Archual 50 President of Morgan Drive Away, Inc. Paul D. Borghesani 62 Vice President, Treasurer, Secretary and General Counsel Gary J. Klusman 41 Executive Vice President Finance and Administration Richard D. Black 67 Director Richard L. Haydon 54 Director Robert S. Prather, Jr. 56 Director -33- Mr. Baum serves as Chairman of the Board of The Morgan Group, Inc. From 1992 until January, 2000, Mr. Baum was The Morgan Group, Inc.'s Chief Executive Officer. Mr. Baum has also been Chief Financial Officer, Treasurer and Secretary of United Holdings Co., Inc. and its predecessors and affiliates since 1973. United Holdings Co., Inc. was involved in the metal business until 1990 when it shifted its focus to become a firm that invests in real estate and securities. Mr. Baum is also a Director of United Holdings Co., Inc., Gabelli Group Capital Partners, Inc. (a registered investment adviser under the Investment Advisers Act of 1940, as amended), Shapiro Robinson & Associates (a firm which represents professional athletes), and Municipal Mortgage and Equity Co. (a company engaged in the business of mortgage financing). Mr. Black joined The Morgan Group, Inc.'s Board of Directors in 1993. Mr. Black is a General Partner of OpNet Partners, L.P. Mr. Black is Vice Chairman and has been a director of Oak Technology, Inc., a worldwide semiconductor supplier for the personal computer and consumer electronics industries, since 1988. He was President of Oak Technology, Inc. from January 1988 to March 1999. Mr. Black has been Chairman and a Director of ECRM, Incorporated, a producer of electronic publishing equipment, since 1983. He is also a Director of GSI Lumonics, Inc., a manufacturer of laser-based positioning systems, testing equipment, and medical imaging systems, Gabelli Group Capital Partners, Inc., Altigen Communications, Inc., a systems company, Photoniko, Inc., an optical networking components company, TREX Enterprises, a laser and microwave imaging and optical networking components company, and Servador, Inc., an e-commerce printing company. Mr. Castor joined The Morgan Group, Inc. as President and Chief Executive Officer in January, 2000. Prior to joining The Morgan Group, Inc., Mr. Castor was the President and Chief Executive Officer of Precision Industrial Corporation from 1997 to 1999 and of Hayward Industries, Inc. from 1993 to 1997. Mr. Castor is a Director of Super Vision International, Inc. Mr. Haydon became a Director of The Morgan Group, Inc. in 1999. He is a Partner of Omega Advisors, Inc. and was the Managing Partner of Strategic Restructuring Partnerships until 2000 where he had been a General Partner since 1990. Mr. Prather has been a Director of The Morgan Group, Inc. since 1997.principal financial officer. He has served as the ~~President~~financial operations principal and ~~Chief Executive Officer~~controller of ~~Bull Run~~G.research since June 2019. From September 2018 to May 2019, Mr. Fernandez was employed as a registered representative of Templum Markets LLC. Prior to that time, he was an independent consultant. From July 2014 to September 2016, Mr. Fernandez served as a managing director of finance for BNY Capital Markets, LLC. Earlier in his career commencing in 2007, Mr. Fernandez was employed at various brokerage houses, including Morgan Stanley, after concluding his ten year tenure beginning in 1997 with ICAP plc as a controller for the firm’s various broker-dealers and Latin America operations. Mr. Fernandez earned his BBA from Pace University in 1986.

The Board believes that Mr. Fernandez’s qualifications to serve on the Board include his over thirty year career in the brokerage industry, including his service as a senior financial and accounting executive, most recently financial operations principal and controller of G.research, which the Board believes will bring deep understanding of the financial and accounting affairs of the Company.

Stephen J. Moore. Mr. Moore has served as vice president of finance at LICT Corporation, ~~an investment holding~~a publicly traded telecommunications and multimedia company, since ~~1992 and~~April 2014. Prior thereto, Mr. Moore served as ~~Executive Vice President of Gray Communications Systems,~~controller for North America for Poyry Management Consulting (USA) Inc., a ~~media~~private international consulting and ~~communications company, since 1996. Mr. Prather is also a Director of Bull Run Corporation~~engineering firm, from January 2008 until October 2013 and ~~Gray Communications Systems, Inc. Mr. Archual~~he was ~~named President of Morgan Drive Away,~~previously employed as controller for Dorian Drake International Inc., a ~~wholly owned subsidiary of~~ private export management company, from June 1997 to December 2007. Mr. Moore earned his MBA from Long Island University in 2000.

The ~~Morgan Group, Inc., in February, 2001. Prior~~Board believes that Mr. Moore’s qualifications to joining Morgan Drive Away, Inc., Mr. Archual was Vice President, Marketing and Sales, of TruckerB2B, Inc., a business-to-business service subsidiary of Celadon Group, Inc. since 2000. Previously he had served as President-Servicios de Transportacion Jaguar, another Celadon subsidiary, from 1998 to 2000 and as Executive Vice President of Celadon Trucking Services from 1995 to 1998. Mr. Borghesani has been Vice President and Corporate Counsel of Morgan Drive Away Inc. since 1996 and Vice President, Treasurer, Secretary and Corporate Counsel of The Morgan Group, Inc. since March, 2001. He served as Vice President of The Morgan Group, Inc. and its predecessors from 1988 to 1996. Mr. Borghesani has also been Counsel to Baker & Daniels, a private law firm, since 1996. From 1980 to 1983, Mr. Borghesani was in private practiceserve on the Board include his over three decade career as an ~~attorney specializing in transportation law~~accounting and ~~related matters. From 1968 to 1980, Mr. Borghesani served in various management capacities for Morgan Drive Away, Inc. Mr. Duerksen, age 60, served as Treasurer, Vice President~~financial officer of public and ~~Chief Financial Officer of The Morgan Group, Inc.~~private enterprises, which Board believes will bring independent accounting and Treasurer, Senior Vice President and Chief Financial Officer of Morgan Drive Away, Inc. from December, 1997 until May, 2001. Prior to joining The Morgan Group, Inc., Mr. Duerksen was Manager - Financial Systems and Reporting of CTS Corporation, a manufacturer of electronic components, from February 1996 to October 1997. He served as Financial Controller of CTS Corporation's subsidiary, CTS Singapore PTE, Ltd., from August, 1994 to February, 1996. Mr. Klusman was named Vice President Finance, Secretary and a Director of Morgan Drive Away, Inc. in March, 2001 and Executive Vice President Finance and Administration of The Morgan Group, Inc., effective May, 2001. Prior to joining Morgan Drive Away, Inc., Mr. Klusman was Vice President-Operations of DriverNet, Inc., a company specializing in technology solutions for the trucking industry, from January 2000 to December 2000. He served as President and Chief Executive Officer of OTR Express, Inc., a truckload carrier and logistics company, -34- from 1998 to 1999, after having previously served as Executive Vice President from 1995 to 1998 and as Vice President and Chief Financial Officer from 1991 to 1995. Board of Directors and Committees of the Board The Board of Directors of The Morgan Group, Inc. currently consists of five directors. Each director holds office until that director's term expires or until a successor is duly elected and qualified. All of the officers identified above serve at the discretion of the Board of Directors. Audit Committee. The audit committee of the Board of Directors reviews, acts on and reportsfinancial expertise to the ~~Board of Directors with respect to various auditing~~financial reporting and accounting matters ~~including the recommendation of auditors, the scope~~ of the ~~annual audits, fees~~Company.

The Board has considered the status of Stephen J. Moore under the independence criteria contained in Nasdaq Stock Market Listing Rule 5605(a)(2). The Board considered Mr. Moore’s lack of economic dependence

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on the Company and other personal attributes that need to be ~~paid to~~possessed by independent-minded directors. Based on the ~~auditors,~~independence criteria and these considerations, the ~~performance of the independent auditors and accounting practices. The members of the audit committee are Richard B. Black, Richard L. Haydon and Robert S. Prather. Each member~~Board concluded Mr. Moore is independent without a material relationship with us which would impair his ability to act as ~~independence is defined in Rule 4200(a)(15) of~~an independent director.

Executive Officers Following the listing standards of the National Association of Securities Dealers. Compensation Committee. The compensation committee of the Board of Directors recommends, reviews and oversees the salaries, benefits and stock option plans of The Morgan Group, Inc.'s employees, consultants, directors and other individuals compensated by The Morgan Group, Inc. The compensation committee also administers all compensation plans. The members of the compensation committee are Richard L. Haydon, Richard B. Black and Robert S. Prather. Director Compensation Directors receive $1,000 per year for serving on the Board of Directors and $1,000 for each Board of Directors meeting attended. In addition, the Chairman of each of the Compensation, Audit and Nominating Committees receives $5,000 annually. Other committee members receive $500 for each committee meeting attended. The Chairman of The Morgan Group, Inc., Mr. Baum, does not receive any additional compensation for serving as a director. Under The Morgan Group, Inc.'s Stock Option Plan, non-employee directors first elected to the Board of Directors after the 1997 annual meeting of stockholders may be granted non-qualified options to purchase up to 8,000 shares of Class A common stock at an exercise price of not less than 80% of the fair market value of Class A common stock on the date of grant, if and to the extent determined by the Board of Directors. All options presently granted have terms of 10 years and one day and are exercisable 6 months after grant. Executive Compensation Spin-Off

The following table sets forth ~~all compensation received during fiscal years 1998, 1999~~the information as of , 2020 regarding the individuals who are currently expected to serve as our executive officers after the Spin-Off, including their positions.

Name	Age	Title
Vincent M. Amabile, Jr.	42	President
Joseph L. Fernandez	58	Executive Vice President–Finance

The biographical information of each of our executive officers is included above under the section titled “Management—Board of Directors Following the Spin-Off.”

Corporate Governance

General

Our common stock trades in the over-the-counter market where quotations are available through OTC Pink^®’s quotation service under the symbol “MGHL.”

Mario J. Gabelli, together with shares of our Common Stock held directly by his affiliates, Institutional Services Holdings, LLC (as subsidiary of Associated Capital Group, Inc.) and ~~2000 by The~~LICT Corporation, beneficially owns, in the aggregate, approximately 87.3% of our outstanding Common Stock. Following the Spin-Off, Mr. Gabelli will, directly or indirectly, beneficially own approximately 73.94% of our Common Stock.

Code of Conduct

Our Board has adopted a corporate code of conduct that is applicable to our directors, officers and employees with additional requirements for our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and will post a copy of which is available on our corporate website at https://morgangroupholdingco.com. Any stockholder may also obtain a copy of the code of conduct upon request. Stockholders may address a written request for a printed copy of the code of conduct to our secretary at our principal executive offices following the acquisition, Morgan Group ~~Inc.'s chief executive officer~~Holding Co., One Corporate Center, 401 Theodore Fremd Avenue, Rye, NY 10580. We intend to satisfy the disclosure requirement regarding any amendment to, or a waiver of, a provision of the Code of Conduct by posting such information on our website.

Committees of Our Board

We presently do not have any committee of our Board. Currently, our full Board serves as the audit committee and ~~its other three most highly compensated~~approves, when applicable, the appointment of auditors and the inclusion of financial statements in our periodic reports.

Legal Proceedings

None of directors and executive officers ~~whose salary~~has been involved in legal proceedings that would be material to an evaluation of our management.

Compensation of Directors

The Company has not paid any compensation to any directors since inception.

Stock Ownership of Directors and bonus exceeded $100,000 during the year ended December 31, 2001. Summary Compensation Table Long-Term Other Annual Compensation Compensation Compensation ------------------- ------------ ------------ Other Annual Securities NameExecutive Officers

See “Security Ownership of Certain Beneficial Owners and Salary Bonus Compensation Underlying Options Principal Position Year ($) ($) ($)(1) (Shares) ------------------ ---- --- --- --- -------- Anthony T. Castor, III 2000 $233,654 $125,000 - 120,000 $27,644 (2) President and Chief 1999 - - - - - Executive Officer 1998 - - - - - Charles C. Baum 2000 $68,875 - - - - Chief Financial Officer 1999 $123,500 - - - - 1998 $118,308 - - - - -35- Long-Term Other Annual Compensation Compensation Compensation ------------------- ------------ ------------ Other Annual Securities Name and Salary Bonus Compensation Underlying Options Principal Position Year ($) ($) ($)(1) (Shares) ------------------ ---- --- --- --- -------- Dennis R. Duerksen, 2000 $122,020 - - - - Former Treasurer, Vice 1999 $117,918 - $13,646(3) - - President and Chief 1998 $109,083 - - - - Financial Officer (4) Paul D. Borghesani 2000 $108,400 - - - - Vice President of Morgan 1999 $99,540 - $15,255(5) - - Drive Away, Inc. 1998 $98,000 - - - - - --------------- (1) Pursuant to applicable regulations, the value of Other Annual Compensation is not reflected unless the aggregate amount of such compensation exceeds 10% of the annual salary and bonus paid to the executive officer. (2) Represents the full value of the premiums paid during the fiscal year for split-dollar life insurance. (3) Includes automobile allowance ($4,636) and payment of premiums for health, life, disability and excess life insurance ($6,063). (4) Mr. Duerksen resigned effective April 27, 2001. (5) Includes health, life, disability and excess life insurance premiums ($11,843). Option Grants in Fiscal Year 2000 Management.”

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EXECUTIVE COMPENSATION

The following table sets forth information ~~related~~about compensation for our principal executive officer and our principal financial officer (collectively, the “named executive officers”). Vincent M. Amabile, Jr. was employed by G.research during 2018 and 2019. Joseph L. Fernandez was employed by G.research during 2019. The compensation table reflects compensation received connection with such employment.

Summary Compensation Table

Name and Principal Position	Year	Salary	Bonus	All Other Compensation	Total
		($)	($)	($)	($)
Vincent M. Amabile, Jr. (Principal Executive Officer)	2019	168,750	—	47,254⁽¹⁾	216,004
	2018	165,000	—	22,445⁽¹⁾	187,445

Joseph L. Fernandez⁽²⁾ (Principal Financial Officer)	2019	105,000	—	—	105,000
	2018	—	—	—	—

(1)	Represents a share of brokerage commissions earned by G.research.

(2)	Mr.Fernandez joined G.research as an officer on June 1, 2019.

Narrative Disclosure to ~~options granted~~Summary Compensation Table

The Board of Morgan Group reviewed and approved the compensation paid to Mr. Amabile. The compensation reflects Mr. Amabile’s contributions to the ~~named executives during~~Company and is reviewed no less than annually by our Board.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

ACG currently beneficially owns approximately 83.3% of all of our Common Stock. After the year ended December 31, 2000. These grants are also reflected in the Summary Compensation Table above. Percentage NumberSpin-Off, ACG will not own any of of Total Securities Options Potential Realizable Value at Underlying Granted to Exercise Assumed Annual Rates ofour Common Stock Options Employees Price Per Expiration Stock Price Appreciation Name Granted (#) in 2000 Share ($) Date for Stock Options(1) ---- ------- ------- --------- ---- ----------------- 5% ($) 10% ($) -- --- Anthony T. Castor, III 40,000 33.3% $ 5.625 01/11/10 $141,500 $358,200 Anthony T. Castor, III 40,000 33.3% $ 7.625 01/11/10 $ 51,500 $278,200 Anthony T. Castor, III 40,000 33.3% $ 9.625 01/11/10 -0- $198,200 - ----------------- (1) Based on the fair market value on the date of grant of $5.625 per share. These gains are based upon assumed rates of annual compound stock appreciation of 5% and 10% from the date the options were grantedor possess control over the full option term. These amounts represent certain assumed rates of appreciation only. Actual gains, if any, on option exercises are dependent upon the future performance of the shares and -36- overall stock market conditions. There can be no assurance that the amounts reflected in this table will be achieved. Aggregated Option Exercises in Last Fiscal Period and Fiscal Year-End Option Valuesus. The following table ~~sets forth~~provides information with respect to the ~~named executive officers concerning option exercises during~~expected beneficial ownership of our Common Stock after giving effect to the ~~year ended December 31, 2000,~~Spin-Off by:

(i)	each person or entity that we believe, based on the assumptions described below, will be a beneficial owner of more than 5% of our outstanding Common Stock following the Spin-Off;

(ii)	each person who we expect will serve as a director following the Spin-Off and each named executive officer; and

(iii)

all our expected directors and executive officers following the Spin-Off as a group.

Except as otherwise noted in the footnotes below, we based the share amounts on each person’s or entity’s existing beneficial ownership of our Common Stock and the ~~value~~number to be distributed to holders of exercisable and unexercisable options held at December 31, 2000. Number of Securities Underlying Value of Unexercised Unexercised Options at In-the-Money Options at Fiscal Year-End Fiscal Year-End(1) Shares --------------- --------------- Acquired on Value Exercisable/ Exercisable/ Name Exercise Realized Unexercisable Unexercisable ---- -------- -------- ------------- ------------- Anthony T. Castor, III - $0 40,000/80,000 $0/$0(2) Charles C. Baum - $0 25,000/0 $0/$0(2) Dennis R. Duerksen - $0 3,750/1,250 $0/$0(2) Paul D. Borghesani - $0 10,000/0 $0/$0(2) (1) Based on market value of the Class AACG common stock at the Distribution Ratio of ~~$4.25 per~~shares of our Common Stock for each share ~~at December 31, 2000. (2) Since~~of ACG common stock.

To the fair market value of the shares subject to the options was below the exercise price of the options at fiscal year end, such options were not "in-the-money." Stock Option and Other Compensation Plans 401(k) Plan. All of The Morgan Group, Inc.'s employees and the employees of its subsidiaries are eligible to participate in The Morgan Group, Inc. Deferred Compensation 401(k) Plan after having satisfied eligibility requirements including age, employment term, and hours of service, as specified in The Morgan Group, Inc. Deferred Compensation 401(k) Plan. The Morgan Group, Inc. Deferred Compensation 401(k) Plan permits employees to make contributions by deferring a portion of their compensation. Participating employees also share in contributions made by their respective employers. The annual employer contribution to each participant's account is equal to 25% of the first $800 of the participant's contribution, provided the employer has net income or retained earnings. The Morgan Group, Inc. has discretion to, and may consider, increasing the annual matching contribution in the future. A participant's interest in both employee and employer matching contributions and earnings thereon are fully vested at all times. The Morgan Group, Inc. also has discretion to make profit-sharing contributions to The Morgan Group, Inc. Deferred Compensation 401(k) Plan that would vest over six years. Employee and employer contributions may be invested in The Morgan Group, Inc.'s Class A common stock or in one or more guaranteed income or equity funds or insurance contracts offered under The Morgan Group, Inc. Deferred Compensation 401(k) Plan from time to time. Except in certain cases of financial hardship, a participant (or his or her beneficiary) receives distributions from The Morgan Group, Inc. Deferred Compensation 401(k) Plan only at retirement, termination of employment, total permanent disability, death, or termination of Morgan Group, Inc. Deferred Compensation 401(k) Plan. At that time, the value of the participant's interest in The Morgan Group, Inc. Deferred Compensation 401(k) Plan is distributed to the participant (or his or her beneficiary). The Morgan Group, Inc. offers no other post-termination benefit plans. Health, Life and Disability Insurance. The Morgan Group, Inc. pays annual premiums for health, life and disability insurance for executive officers. -37- Employment Agreements Mr. Castor entered into a written employment agreement with The Morgan Group, Inc. effective January, 2000 which was approved by its Board of Directors. Pursuant to the agreement, Mr. Castor's annual base salary is $250,000, subject to increases to reflect inflation and performance as reasonably determined by the Board of Directors. In addition, Mr. Castor is eligible to receive an annual bonus of 50% of his base salary if The Morgan Group, Inc. meets the corporate goals and objectives jointly determined by Mr. Castor and the Board of Directors. His minimum bonus for 2000 was guaranteed to be at least $100,000. Mr. Castor is also entitled to split-dollar life insurance and certain other perquisites. Mr. Castor's employment agreement contains a covenant not to compete with The Morgan Group, Inc. upon his termination for a period of 18 months. Under his employment agreement, Mr. Castor is entitled to certain severance payments. In the event that Mr. Castor is terminated without cause, he is entitled to a payment of (a) one times his base salary plus bonus if terminated in the first year, (b) one and a half times his base salary plus bonus if terminated in the second year, or (c) two times his base salary and bonus if terminated after two years. In addition, Mr. Castor may continue to participate in medical and other insurance plans and the split-dollar life insurance policy for a period of up to two years after termination. In the event of termination due to a change of control, Mr. Castor will receive, instead of the payments described above, a payment equal to the greater of two times his base salary plus 50% of such base salary or his base salary plus bonus for the prior calendar year. Mr. Borghesani and Morgan Drive Away, Inc. entered into a consulting agreement effective April 1, 1996. Under such agreement, Mr. Borghesani will remain available to Morgan Drive Away, Inc. on a substantially continuous basis (though less than full time) for base compensation of $100,000 per year, plus an hourly rate of $100 per hour for hours in excess of his annual hourly commitment. Mr. Borghesani's base salary under such agreement was increased to $108,400 in 1999 for the year 2000. If his employment is terminated other than for just cause (as defined in the employment agreement) he is entitled to a three-month severance benefit of $8,333 per month. During such period, Mr. Borghesani remains eligible to participate in benefit plans and programs available to Morgan Drive Away, Inc.'s executive officers. Limitation of Liability and Indemnification of Officers and Directors Under provisions of The Morgan Group, Inc.'s charter, any person made a party to any lawsuit by reason of being a director or officer of The Morgan Group, Inc., or any parent or subsidiary thereof, may be indemnified to the full extent authorized by the General Corporation Law of the State of Delaware. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers or persons controlling The Morgan Group, Inc. pursuant to the foregoing provisions, The Morgan Group, Inc. has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is therefore unenforceable. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Morgan Group Holding Co. Each of our directors and officers is also an officer of Lynch Interactive Corporation. On December __, 2001, Lynch Interactive Corporation made a capital contribution to us of $500,000. Immediately after the spin-off, Lynch Interactive Corporation will retain 235,294 shares of ourown ACG common stock ~~which it will hold as escrow agent. Should Cascade Investment LLC,~~at the ~~holder of an outstanding convertible promissory note issued by Lynch Interactive Corporation, convert all or a portion~~time of the ~~principal amount of that note into shares of Lynch Interactive Corporation common stock prior to December 10, 2004, Lynch Interactive Corporation~~Spin-Off, they will ~~transfer to Cascade Investment LLC a pro rata portion of those 235,294 shares of common stock, depending~~participate in the Spin-Off on ~~how much of~~ the principal amount of such note is converted, to Cascade Investment LLC. Should Cascade Investment LLC fail to convert any or all of the principal amount of such note into shares of Lynch Interactive Corporation -38- common stock prior to December 10, 2004, ownership of any shares of our common stock then remaining in that escrow account will be retained by Lynch Interactive Corporation. Lynch Interactive Corporation has advised us that it intends to sell or dispose of any shares of our common stock retained by it prior to the fifth anniversary of the spin-off. The Morgan Group, Inc. The Morgan Group, Inc. was formed by Lynch Corporation in 1988 to acquire the shares of Morgan Drive Away, Inc. On September 1, 1999, Lynch Corporation transferred all of its shares of The Morgan Group, Inc. to Brighton Communications Corporation, a wholly-owned subsidiary of Lynch Interactive Corporation. Effective September 1, 1999, all of the stock of Lynch Interactive Corporation was transferred to the stockholders of Lynch Corporation. Then in 2001, Lynch Interactive Corporation purchased an additional 1 million shares of Class B common stock of The Morgan Group, Inc. at a purchase price of $2.00 per share. As part of this transaction, The Morgan Group, Inc. agreed to grant thesame terms as other holders of ~~Class A~~ACG common stock a warrant under which they would have the right to purchase one share of Class A common stock for each share of Class A common stock held for a price of $9.00 per share. Under the warrant, there will be a one-time window period of at least 30 days during which the exercise price for the holders of Class A common stock will be reduced by up to 1/3, the timing and duration of such window and the amount of the reduction to be determined by the Board of Directors. The Morgan Group, Inc. also agreed to grant the holders of Class B common stock a warrant under which they would have the right to purchase one share of Class B common stock for each share of Class B common stock held for an exercise price of $9.00 per share. The warrants issued to the holders of Class B common stock will not carry any right to a reductionstock.

Except as otherwise noted in the exercise price. The warrants to be issued to the holder of Class B common stock will be subject to the same restrictions on transfer as the shares of Class B common stock. As a result of these transactions Lynch Interactive Corporation currently owns all 2,200,000 shares of The Morgan Group, Inc.'s Class B common stock and 161,100 shares of its Class A common stock. These shares represent 80.8% of aggregate voting control of The Morgan Group, Inc. By virtue of its relationship with Lynch Interactive Corporation, The Morgan Group, Inc. has received certain benefits and services from Lynch Interactive Corporation, such as directors and officers insurance, placement, strategic consultation and financial and accounting services from time to time. The Board of Directors of The Morgan Group, Inc. has approved a services agreement providing for the payment of reasonable compensation to Lynch Interactive Corporation for these benefits and services. Such payments in 2000 were $118,000. PRINCIPAL STOCKHOLDERS Morgan Group Holding Co. The following table sets forth certain information regarding beneficial ownership of our common stock before and after the spin off byfootnotes below, each person who is known by us to own beneficially more than five percent of our common stock, our directors, our executive officers, and all current executive officers and directors as a group. Beneficial Ownership Tables A person is deemed to be the beneficial owner of voting securities that can be acquired by such person within 60 days after the record date upon the exercise of options, warrants or convertible securities. Each beneficial owner's percentage of ownership is determined by assuming that options, warrants or convertible securities that are held by such person (but not those held by any other person) and that are currently exercisable (i.e., that are exercisable within 60 days after the record date) have been exercised. Unless otherwise noted, we believe that all persons named in the table haveentity identified below has sole voting and investment power with respect to ~~all shares beneficially owned by them. -39-~~ Before Spin-off After Spin-Off ---------------------------- ---------------------------------- Beneficial Owner* Common Stock Beneficially Owned Shares Percentage(1) Shares Percentage(1) ------ ---------- ------ ---------- Kinetics Asset Management, Inc. -- 152,015 5.0% Dimension Fund Advisors Inc. -- 141,000(2) 4.6% Mario J. Gabelli(3) 3,055,345(3) 100% 884,408(4)(5) 28.9% Robert E. Dolan -- -- 470(6) ** John Fikre -- -- -- -- Lynch Interactive Corporation 3,055,345 100% 235,294(5) 7.7% All directors and executive officers as a group (3 in total) 3,055,345 100% 884,408(4)(5) 28.9% - ------------------- *such securities. The address of ~~each holder~~all of ~~more than 5%~~the officers and directors listed in the table below are in the care of ~~our common stock is as follows: Kinetics Asset management - 342 Madison Avenue, Suite 702, New York, NY 10173; Dimensional Fund Advisors - 1299 Ocean Avenue, Santa Monica, CA; Mr. Gabelli - 555~~Morgan Group Holding Co., One Corporate Center, 401 Theodore Fremd Avenue, ~~Corporate Center at~~ Rye, ~~Rye, New York~~NY 10580. ** Less than 1% (1) All percentages in this column are based on a total

As of ~~2,820,051 shares. (2) Because of its investment and/or voting power over~~May 11, 2020, there were 60,009,005 shares of our Common Stock held in the accounts of its investment advisory clients, Dimensional Fund Advisors, Inc., an investment advisor ("Dimensional"), is deemed to be the beneficial owner of 141,100 shares. Dimensional disclaims beneficial ownership of all such shares. Based solely upon information contained in the Schedule 13G filed by Dimensional Fund Advisors Inc. on February 2, 2001. (3) Represents shares owned by Lynch Interactive Corporation. Mario J. Gabelli is a "control person" of Lynch Interactive Corporationissued and therefore shares owned by Lynch Interactive Corporation are set forth in the table as beneficially owned by Mr. Gabelli. Mr. Gabelli disclaims beneficial ownership of the shares held by Lynch Interactive Corporation. (4) Represents 500,514 shares of Common Stock owned directly by Mr. Gabelli, 8,600 shares owned by a charitable foundation of which Mr. Gabelli is a trustee and 140,000 shares owned by a limited partnership in which Mr. Gabelli is the general partner and has a 6% interest. Mr. Gabelli disclaims beneficial ownership of the shares owned by the foundation and by the partnership, except for his approximate 6% interest therein. (5) Represents 235,294 shares of common stock currently being held by Lynch Interactive Corporation as escrow agent, that are to be delivered to Cascade Investment LLC in the event of full conversion of a convertible promissory note issued to Cascade Investment LLC by Lynch Interactive Corporation.outstanding. The actual number of shares ~~that~~of our Common Stock outstanding following the Spin-Off will ~~be delivered to Cascade Investment LLC is dependent upon how much~~depend on the number of shares eliminated as a results of the cash out of fractional shares.

Name of Beneficial Owner	Number of Shares Beneficially Owned Before Spin-Off	Percentage of Shares Beneficially Owned Before Spin-Off⁽²⁾	Percentage of Shares Beneficially Owned After Spin-Off⁽¹⁾	Percentage of Shares Beneficially Owned After Spin-Off⁽¹⁾
5% or More Stockholders
Mario J. Gabelli⁽¹⁾	52,385,844	87.3%	44,368,134	73.94%
Directors and Executive Officers
Vincent M. Amabile, Jr.	5,000,000	8.35%	5,000,000	8.35%
Joseph L. Fernandez	—	—	—	—
Stephen J. Moore	—	—	—	—
All Directors and Executive Officers as a Group (3 persons)	5,000,000	8.35%	5,000,000	8.35%

(1)

ACG indirectly owns 50,000,000 shares of our Common Stock, representing approximately 83.3% of the outstanding shares of our Common Stock. Mario J. Gabelli controls 95.17% of the voting power over ACG and through this controlling interest power over ACG may be deemed to beneficially own the 50,000,000 shares of our Common Stock owned by ACG. Mr. Gabelli, directly and indirectly through a partnership of which he serves as general partner, beneficially owns 650,550 shares of our Common Stock, representing approximately 1.1% of the outstanding shares. Mr. Gabelli also beneficially owns 1,735,294 shares of our Common Stock, representing approximately 2.9% of the outstanding shares, held indirectly through LICT Corporation for which Mr. Gabelli currently serves as chief executive officer and owns approximately 39.2% of its outstanding common stock. Following the Spin-Off, (i) GGCP, Inc., a privately held company for which Mr. Gabelli is the chief executive officer, a director and controlling shareholder, will beneficially own approximately 41,263,829 shares of our Common Stock, representing approximately 68.76% of the outstanding shares, (ii) Mr. Gabelli will, directly and indirectly through the aforementioned partnership, beneficially own approximately 1,369,010 shares of our Common Stock, representing approximately 2.28% of the outstanding shares, (iii) and LICT Corporation will beneficially own 1,735,294 shares of our Common Stock, representing approximately 2.89% of the outstanding shares.

(2)

Shares of our Common Stock that an individual or group has a right to acquire within 60 days after , 2020 pursuant to the exercise of options, warrants or other rights are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for computing the percentage ownership of any other person or group shown in the table.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

As of May 11, 2020, Mario J. Gabelli, directly or indirectly, beneficially own approximately 83.7% of our Common Stock.

G.research has provided research and brokerage services to affiliates of GAMCO in the ordinary course of business for standard compensatory fees and commission. G.research earned $4.9 million and $3.8 million, or approximately 76% and 62%, of its commission revenue for the years ended December 31, 2019 and 2018, respectively, and $0.7 million and $1.1 million, or approximately 67% and 74%, of its commission revenue for the three months ended March 31, 2020 and 2019, respectively, from transactions executed on behalf of clients advised by affiliates of GAMCO Investors, Inc. G.research earned $1.5 million and $2.0 million of research service fees for the years ended December 31, 2019 and 2018, respectively, pursuant to research services agreements with affiliates of GAMCO. The research services agreements were terminated effective as of January 1, 2020. G.research also earned $730,000 and $16,000 in sales manager fees for the years ended December 31, 2019 and 2018, respectively, and $0.3 million and zero dollars, in sales manager fees for the three months ended March 31, 2020 and 2019, respectively.

Existing Agreements with ACG

Transitional Services Agreement

Pursuant to a certain transitional administrative and management services agreement, dated as of November 30, 2015, by and between GAMCO and ACG, GAMCO provides ACG with the specified services which are in turn directly or indirectly provided to the Company pursuant to expense sharing agreements with GAMCO, ACG and a subsidiary of ACG as discussed below. The principal ~~amount~~services GAMCO provides to us are:

accounting, financial reporting and consolidation services;

treasury services, including, without limitation, insurance and risk management services and administration of ~~such note~~benefits;

recordkeeping and reporting services;

human resources, including but not limited to the sourcing of permanent and temporary employees as needed, recordkeeping, performance reviews and terminations;

legal and compliance advice;

technical/technology consulting; and

operations and general administrative assistance, including office space, office equipment and furniture, payroll, procurement, and administrative personnel.

Expense Sharing Agreements

G.research has entered the following expense sharing agreements pursuant to which it has received and will receive services directly or indirectly from GAMCO, ACG or GCIA.

Amended and Restated Expense Sharing Agreement, dated as of November 23, 2016, between G.research, LLC and GAMCO Investors, Inc. Pursuant this agreement, GAMCO provides the services of shared employees, the cost and expense of which are determined pursuant to an allocation schedule that is ~~converted~~periodically reviewed. G.research reimbursed GAMCO for $3.8 million and $5.2 million of associated costs and expenses for the years ended December 31, 2019 and 2018, respectively.

Amended and Restated Expense Sharing Agreement, dated as of November 23, 2016, between G.research, LLC and Gabelli & Company Investment Advisers, Inc. Pursuant this agreement, GCIA provides payroll services and the services of shared employees, the cost and expense of which are determined pursuant to an allocation schedule that is periodically reviewed. G.research reimbursed GAMCO for $273,000 and $399,000 of associated costs and expenses for the years ended December 31, 2019 and 2018, respectively.

Expense Sharing Agreement, dated as of November 23, 2016, between G.research, LLC and Associated Capital Group, Inc. Pursuant this agreement, ACG provides G.research with shared office space,

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general administrative assistance, information technology support and health insurance coverage, the cost and expense of which are determined pursuant to an allocation schedule that is periodically reviewed. G.research reimbursed GAMCO for $6.3 million and $6.9 million of associated costs and expenses for the years ended December 31, 2019 and 2018, respectively.

License Agreement

G.research has licensed on a non-exclusive and royalty free basis, the Private Market Value with a Catalyst™ service mark owned by ~~Cascade Investment LLC into~~GAMCO, for use in connection with the marketing of G.research’s services. The license agreement is terminable by GAMCO on 30 days prior written notice.

Management Agreement

The Company pays ACG a management fee equal to 20% of the Company’s year-to-date pretax profits before consideration of this fee. In 2019 and 2018, and the three months ended March 31, 2020 and 2019, the Company did not pay any management fee to ACG as there were no pretax profits.

Other Related Party Transactions

As required by ACG’s Code of Ethics, ACG staff members are required to maintain their brokerage accounts at G.research unless they receive permission to maintain an outside account. G.research offers all of these staff members the opportunity to engage in brokerage transactions at negotiated rates. Accordingly, many of ACG’s staff members, including the executive officers or entities controlled by them, have brokerage accounts at G.research and have engaged in securities transactions through it at discounted rates.

Our directors, Mr. Amabile and Mr. Fernandez are, respectively, President and Executive Vice President, Financial Operations of G.research, our wholly-owned subsidiary. Mr. Moore, our director, has served as vice president of finance at LICT Corporation, a publicly traded telecommunications and multimedia company under common control with the Company, since April 2014.

Following the Spin-Off, we and ACG will operate independently, and neither will have any ownership interest in the other. In order to facilitate an orderly transition, we and ACG expect that our existing services and expense share agreements we have with GAMCO and ACG to remain in place following the Spin Off. See “—Existing Agreements with ACG.”

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DESCRIPTION OF OUR CAPITAL STOCK

General

Our certificate of incorporation authorizes us to issue up to 100,000,000 shares of ~~Lynch Interactive Corporation. (6) Includes 70~~Common Stock, $0.01 par value per share, and 1,000,000 shares ~~registered in the name~~ of Mr. Dolan's children with respect to which Mr. Dolan has voting and investment power. The Morgan Group, Inc. The following table sets forth certain information regarding the beneficial ownership of The Morgan Group, Inc.'s Class A commonpreferred stock, ~~and Class B common stock as~~par value $0.01 per share. As of May ~~1, 2001, by each person known to beneficially own 5% or more~~11, 2020, there were 60,009,005 shares of ~~its Class A or Class B common stock. Unless otherwise indicated, the named beneficial owner has sole voting~~our Common Stock issued and ~~dispositive power with respect~~outstanding.

Common Stock

Voting Rights

Subject to the ~~shares reported. -40-~~ ~~Name and Address~~rights of ~~Class A common~~holders of any then-outstanding preferred stock, Class B common stock Beneficial Owner beneficially owned beneficially owned Total Beneficially Owned - ---------------- ------------------ ------------------ ------------------------ Shares Percent(1) Shares Percent Shares Percent ------ ------- ------ ------- ------ ------- Lynch Interactive Corporation 401 Theodore Fremd Avenue 161,100(2) 12.9%(2) 2,200,000(2) 100%(2) 2,361,000 68.5% Rye, New York 10580 Charles C. Baum 2545 Wilkens Avenue 195,470(3) 15.4% -- -- 195,470 5.6% Baltimore, Maryland 21223 Richard D. Black 8,000(4) * -- -- 8,000 * Anthony T. Castor, III 100,000(5) 7.4% -- -- 100,000 2.8% Richard L. Haydon 8,000(4) * -- -- 8,000 * Robert S. Prather, Jr. 8,000(4) * -- -- 8,000 * Michael J. Archual -- -- -- -- -- -- Paul D. Borghesani 11,460(6) * -- -- 11,460 * Dennis R. Duerksen 3(7) * -- -- 3 * Gary J. Klusman -- -- -- -- -- -- United Holdings Co., Inc. (8) 2545 Wilkens Avenue 118,518 9.5% -- -- 118,518 3.4% Baltimore, Maryland 21223 John L. Keeley, Jr 401 South LaSalle Street Suite 1201 107,450(9) 8.6%(9) -- -- 107,450 3.1% Chicago, Illinois 60605 All directors and executives as 330,933(10) 23.5% -- -- 330,933 9.2% a group (9 persons) * Less than 1% (1) Based upon 1,248,157 shareseach holder of Class A common stock outstanding as of May 1, 2001. (2) Prior to the spin-off, Lynch Interactive Corporation, through us, beneficially owns all 2,200,000 shares of Class B common stock and 161,100 shares of Class A common stock. Class B common stock is ~~automatically converted into Class A common stock upon transfer, with certain limited exceptions,~~entitled to one vote for each share on all matters submitted to a ~~share-for-share basis. The Class B common stock is convertible at all times, at the option~~vote of the ~~stockholder and without cost to~~stockholders, including the ~~stockholder, into Class A common stock on~~election of directors. Under our certificate of incorporation, our stockholders will not have cumulative voting rights. Because of this, the holders of a share-for-share basis. Upon conversion, such shares would represent 64% of the then outstanding shares of Class A common stock. The outstanding Class A common stock and Class B common stock held by Lynch Interactive Corporation through us represents 80.8% of the aggregate voting power of both classes of common stock. Mr. Mario J. Gabelli is the Chairman of the Board and Chief Executive Officer of Lynch Interactive Corporation. Prior to the spin-off, Mr. Gabelli may be deemed to be a beneficial owner of the 161,100 shares of Class A common stock and all of the Class B common stock owned by Lynch Interactive Corporation through us (shown in the above table) by virtue of his and certain affiliated parties' beneficial ownership of 23.0%majority of the shares of common stock entitled to vote in any election of ~~Lynch Interactive Corporation. Mr. Gabelli, however, specifically disclaims beneficial ownership of~~directors can elect all ~~shares~~ of the ~~Class A common stock and Class B common -41-~~ ~~stock held by Lynch Interactive Corporation through us. (3) Includes 154,647 shares held~~directors standing for election.

Dividend Rights

Subject to the rights of record by Mr. Baum, 8,000 shares held of record by Mr. Baum's children, 4,323 shares held in The Morgan Group, Inc.'s 401(k) Plan, 3,500 shares held of record by the Baum Foundation, and unexercised options to acquire 25,000 shares. An additional 118,518 shares of Class A common stock (not included in Mr. Baum's holdings) are held by United Holdings Co., Inc. of which Mr. Baum is a director, executive officer and minority stockholder. (4) Includes currently exercisable options to acquire 8,000 shares. (5) Includes currently exercisable options to acquire 100,000 shares (6) Includes currently exercisable options to acquire 10,000 shares and 960 shares in 401(k) plan. (7) Includes 3 shares in 401(k) plan. (8) Mr. Baum is a director, executive officer and minority stockholder of United Holdings Co., Inc. (9) Includes (a) 21,550 shares beneficially owned by John L. Keeley, Jr., individually, (b) 53,250 shares beneficially owned by Keeley Asset Management Corp., (c) 9,500 shares beneficially owned by Kamco Performance Limited Partnership, (d) 11,000 shares beneficially owned by Kamco Limited Partnership No. 1, (e) 2,200 shares beneficially owned by the John L. Keeley, Jr. Foundation, and (f) 9,950 shares beneficially owned by Keeley Investment Corp. This information is as of the latest Schedule 13D filed by Mr. Keeley on February 9, 2001. (10) Includes currently exercisable options to acquire 159,000 shares. DESCRIPTION OF CAPITAL STOCK Morgan Group Holding Co. Common Stock We have authorized 10,000,000 shares of common stock, $0.001 par value per share, of which 3,055,345 shares are issued and outstanding. The holders of ~~our~~any then-outstanding preferred stock, the holders of common stock are entitled to ~~one vote per share on all matters to be voted upon by the stockholders. Subject to preferences that may be applicable to~~receive ratably those dividends, if any, ~~outstanding shares of preferred stock, holders of common stock are allowed to receive dividends~~ as may be declared from time to time by the board of directors out of ~~funds~~ legally available funds. We do not anticipate paying any cash dividends in ~~proportion to their stockholdings. If we liquidate, dissolve~~the foreseeable future.

Liquidation Rights

In the event of our liquidation, dissolution or ~~wind~~winding up, holders of common stock ~~are allowed~~will be entitled to share ratably in ~~proportion~~the net assets legally available for distribution to ~~their stockholdings in all assets remaining~~stockholders after the payment of all of our debts and other liabilities and the ~~liquidation preferences~~satisfaction of any ~~outstanding~~liquidation preference granted to the holders of any then-outstanding shares of preferred stock.

Preemptive or Similar Rights

Holders of common stock have no preemptive, conversion or subscription ~~rights. There~~rights and there are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of common stock are, and all shares of common stock to be outstanding upon completion of this offering will be, fully paid and nonassessable. Preferred Stock We have authorized 1,000,000 shares of preferred stock, none of which is issued and outstanding. Under our certificate of incorporation, our board has the authority, without further action by stockholders, to issue up to 1,000,000 shares of preferred stock in one or more series and to fix theThe rights, preferences and privileges ~~qualifications and restrictions granted to or imposed upon preferred stock, including dividend rights, conversion rights, voting rights, rights and terms~~ of redemption, liquidation preference and sinking fund terms, any or all of which may be greater than the rights of the common stock. The issuance of preferred stock could reduce the voting power of holders of common stock and reduce the likelihood that the holders of common stock ~~will receive dividend payments~~are subject to, and ~~payments upon liquidation. This issuance could have~~may be adversely affected by, the ~~effect of decreasing the market price~~rights of the ~~common stock. The issuance~~holders of shares of any series of preferred stock ~~could also have~~that we may designate in the ~~effect~~future.

Preferred Stock

No shares of ~~delaying, deterring or preventing a change in control from occurring.~~preferred stock are currently outstanding. We have no present plans to issue any shares of preferred stock. ~~-42-~~ ~~Antitakeover Effects~~

Anti-Takeover Provisions

Section 203 of ~~Provisions of~~the Delaware General Corporation Law

We are subject to Section 203 of the Delaware General ~~Corporate~~Corporation Law, ~~of the State of Delaware,~~ which ~~subject to certain exceptions,~~generally prohibits a publicly held Delaware corporation from engaging in any business combination with any interested ~~stockholder~~shareholder for a period of three years ~~following~~after the date that such ~~stockholder~~shareholder became an interested ~~stockholder, unless: o prior to~~shareholder, with the following exceptions:

before such date, the ~~Board~~board of ~~Directors~~directors of the corporation approved either the business combination or the transaction that resulted in the ~~stockholders~~shareholder becoming an interested ~~stockholder; or o~~ shareholder;

upon ~~consummation~~completion of the transaction that resulted in the ~~stockholder~~shareholder becoming an interested ~~stockholder,~~shareholder, the interested ~~stockholder~~shareholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction ~~commenced,~~began, excluding for purposes of determining the ~~numbers of~~voting stock outstanding, but not the outstanding voting stock owned by the interested shareholder, those shares owned (1) by persons who are directors and also officers and by(2) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or o

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on or ~~subsequent to~~after such date, the business combination is approved by the ~~Board~~board of ~~Directors~~directors and authorized at an annual or special meeting of ~~stockholders,~~the shareholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested ~~stockholder.~~shareholder.

In general, Section 203 defines ~~business combination~~a “business combination” to ~~include: o~~ include the following:

any merger or consolidation involving the corporation and the interested ~~stockholder; o~~ shareholder;

any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested ~~stockholder; o~~ shareholder;

subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested ~~stockholder; o~~ shareholder;

any transaction involving the corporation that has the effect of increasing the proportionate share of the stock ofor any class or series of the corporation beneficially owned by the interested ~~stockholder;~~shareholder; or o

the receipt by the interested ~~stockholder~~shareholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits ~~provided~~ by or through the corporation.

In general, Section 203 defines an ~~interested stockholder~~“interested shareholder” as ~~any~~an entity or person who, together with the person’s affiliates and associates, beneficially ~~owning~~owns or within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation.

A Delaware corporation may “opt out” of these provisions with an express provision in its original certificate of incorporation or an express provision in its amended and restated certificate of incorporation or amended and restated bylaws resulting from a stockholders’ amendment approved by at least a majority of the outstanding voting shares. We have not opted out of these provisions. As a result, mergers or other takeover or change in control attempts of us may be discouraged or prevented.

Certificate of Incorporation and Bylaws

Among other things, our certificate of incorporation permits our Board to issue up to 1,000,000 shares of preferred stock, with any ~~entity~~rights, preferences and privileges as they may designate, including the right to approve an acquisition or ~~person affiliated~~other change of control. The authorization of undesignated preferred stock makes it possible for our Board to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change our control. Stockholders may only call special meetings of stockholders upon the request stockholders that own a majority of the issued and outstanding capital stock entitled to entitled to vote and our common stock does not provide for cumulative voting rights, which enables holders of a majority of the shares of our common stock entitled to elect all of the directors standing for election.

Limitations of Liability and Indemnification Matters

Our certificate of incorporation contains provisions that limit the liability of our current and former directors for monetary damages to the fullest extent permitted by Delaware law. Delaware law provides that directors of a corporation will not be personally liable for monetary damages for any breach of fiduciary duties as directors, except liability for:

any breach of the director’s duty of loyalty to the corporation or its stockholders;

any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

unlawful payments of dividends or unlawful stock repurchases or redemptions; or

any transaction from which the director derived an improper personal benefit.

Such limitation of liability does not apply to liabilities arising under federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission.

Our certificate of incorporation and bylaws provide that we are required to indemnify our directors and officers to the fullest extent permitted by Delaware law and may indemnify our other persons. Our certificate of incorporation and bylaws provide that, on satisfaction of certain conditions, we will advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding. We may also secure

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insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under the provisions of Delaware law. We believe that our certificate of incorporation and bylaw indemnification provisions are necessary to attract and retain qualified persons as directors and officers. We also maintain customary directors’ and officers’ liability insurance.

The limitation of liability and indemnification provisions in our certificate of incorporation and bylaws may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted for directors, executive officers or persons controlling ~~or controlled by~~us, we have been informed that, in the opinion of the SEC, such ~~entity or person.~~ indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Transfer Agent and Registrar

The transfer agent and registrar for our ~~common stock~~Common Stock is American Stock Transfer & Trust ~~Company.~~Company, LLC. The Morgan Group, Inc. The Morgan Group, Inc.'s authorized capital stock consists of (a) 7,500,000 shares of Class A common stock, $.015 par value per share, (b) 4,400,000 shares of Class B common stock, $.015 par value per share, and (c) 2,100,000 shares of preferred stock, $.01 par value per share. As of September 30, 2001, there are 1,248,157 shares of Class A common stock outstanding held of record by 150 stockholders, while we now hold all 2,200,000 shares of outstanding Class B common stock. No shares of preferred stock have been designated and there are no outstanding shares of preferred stock. If all warrants are exercised, there would be 2,496,314 shares of Class A common stock outstanding and 4,400,000 shares of Class B common stock outstanding. The relative rights, privileges and limitations of our capital stock are summarized below. -43- Class A and Class B Common Stock Class A Common Stock. The shares of Class A common stock are listed on the American Stock Exchange. The shares of Class A common stock are entitled to one vote per share on all matters presented to the stockholders,transfer agent’s address is 6201 15th Avenue, Brooklyn, New York 11219 and the holders of shares of Class A common stock are entitled, voting separately as a class, to elect one member of the Board of Directors. The holders of the Class A and Class B common stock vote together as a single class upon the election of all remaining directors and on all other matters presented to stockholders, except that the Class A and Class B common stock also each vote separately as a class when required by the charter or by-laws, or the Delaware General Corporation Law, as amended. See "Certain Statutory, Charter and By-Law Provisions" below. The shares of Class A common stock are freely transferable by the holder. Class Btelephone number is (800) 937-5449.

No Listing

Our Common Stock. The shares of Class B common stock are entitled to two votes per share on all matters presented to the stockholders. The holders of Class A and Class B common stock vote together as a single class on all matters presented to the stockholders, except that the holders of Class A common stock elect one director exclusively and except where voting by class is required by the charter or bylaws, or the Delaware General Corporation Law. The Class B common stockStock is not listed on any securities exchange ~~or traded~~and currently trades in ~~any market.~~ the over-the-counter market where quotations are available through OTC Pink^®’s quotation service under the symbol “MGHL.”

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LEGAL MATTERS

The ~~shares~~validity of Class B common stock automatically convert to shares of Class A common stock upon any transfer, except for transfers to an "affiliate" of the transferor. An "affiliate" is defined as a person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, the transferring holder of such Class B common stock. "Control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise, and specifically includes direct or indirect ownership of at least 5% of the voting equity of such person.our Common Stock ~~Generally. Holders of both classes of common stock are entitled~~ to receive ratably such dividends, if any, as are declared by the Board of Directors from legally available funds, subject to any preferential dividend owing to outstanding preferred stock. See "Preferred Stock", below. No cash dividend may be paid on either class of our common stock unless a cash dividend is also paid on the other class; provided that any dividend paid on Class B common stock may not be greater than 100%, nor less than 50%, of any dividend paid on shares of Class A common stock. If holders of Class A common stock receive shares of Class A common stock distributed in ~~connection with stock dividends or stock splits, holders of Class B common stock will receive shares of Class B common stock in~~ the same per-share proportion as holders of Class A common stock receive shares of Class A common stock. Pursuant to the charter of The Morgan Group, Inc., The Morgan Group, Inc. may not issue any additional shares of Class B common stock without the approval of a majority of the votes of the outstanding shares of Class A common stock and Class B common stock, each voting separately as a class. The Morgan Group, Inc. may, however, issue additional shares of Class B common stock in the event of pro rata stock splits or stock dividends. Any shares of Class B common stock received by The Morgan Group, Inc. upon conversion of the shares to Class A common stockSpin-Off will be ~~retired and not reissued. Upon liquidation, dissolution or winding up,~~passed upon for the holders of both classes of common stock are entitled to receive ratably the net assets of The Morgan Group, Inc. available after the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock. Holders of common stock have no preemptive, subscription or redemption rights. All outstanding shares of common stock are fully paid and nonassessable. The rights, preferences and privileges of holders of common stock are subject to, and may be adversely affectedCompany by the rights of the holders of any shares of preferred stock that The Morgan Group, Inc. may designate and issue in the future. Preferred Stock The Board of Directors of The Morgan Group, Inc. has the authority to issue preferred stock and to determine its rights and preferences to eliminate delays associated with a stockholder vote on specific issuances. There are 2,100,000 authorized shares of preferred stock that may be designated and issued pursuant to these provisions. The issuance of preferred stock, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from acquiring, a majority of The Morgan Group, Inc.'s outstanding voting stock. The Morgan -44- Group, Inc. has no present plans to designate or issue any classes or series of preferred stock. Certain Statutory, Charter and By-Law Provisions The following discussion is a general summary of material provisions of the charter and by-laws of The Morgan Group, Inc and the Delaware General Corporation Law. The charter of The Morgan Group, Inc. contains certain provisions permitted under the Delaware General Corporation Law relating to the liability of its directors and officers. The provisions provide that it will indemnify its directors and officers against all expense, liability and loss suffered by a director or officer in connection with his or her service as a director or officer to the fullest extent authorized by the Delaware General Corporation Law, and includes the right of the director or officer to require The Morgan Group, Inc. to pay the expenses incurred in defending any such proceeding in advance of its final disposition. Therefore, the directors and officers are protected from monetary damages for breach of fiduciary duty, except in certain circumstances involving wrongful acts, such as the breach of a director's duty of loyalty or acts or omissions which involve intentional misconduct or a knowing violation of law. The by-laws of The Morgan Group, Inc. provide that any action required or permitted to be taken by its stockholders may be taken only at a duly called annual or special meeting of stockholders, and special meetings may be called only by the Chairman of the Board of Directors, a majority of the members of the Board of Directors or the holders of a majority of the voting power of the outstanding common stock of The Morgan Group, Inc. The by-laws also impose certain notice and information requirements in connection with the nomination by stockholders of candidates for election to the Board of Directors or the proposal by stockholders of business to be acted upon at the annual meeting of the stockholders of The Morgan Group, Inc. These provisions could have the effect of delaying until the next annual stockholders' meeting stockholder actions that are not favored by the holders of a majority of the voting power of the outstanding common stock. The Delaware General Corporation Law provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter, and the affirmative vote of each class entitled to vote on any matter as a separate class, is required to amend the charter of The Morgan Group, Inc. Each class of common stock is entitled to vote on any amendment to the charter which would (a) increase or decrease the aggregate number of authorized shares of such class, (b) increase or decrease the par value of the shares of such class, or (c) alter or change the powers, preferences, or special rights of the shares of such class so as to affect them adversely. The charter and by-laws of The Morgan Group, Inc. allow its stockholders and the Board of Directors the power to amend, repeal and adopt its by-laws. Under Delaware law, the vote of a simple majority of the outstanding shares of the capital stock entitled to vote thereon is required to approve a merger or consolidation, or the sale, lease, or exchange of substantially all of the assets of a company. With respect to a merger, no vote of stockholders is required if The Morgan Group, Inc. is the surviving corporation and (a) the related agreement of merger does not amend its charter, (b) each share of its stock outstanding immediately before the merger is an identical outstanding or treasury share after the merger, and (c) the number of shares of common stock to be issued in the merger (or to be issuable upon conversion of any convertible instruments to be issued in the merger) does not exceed 20% of the shares of common stock outstanding immediately before the merger. Certain of the foregoing provisions of the charter and by-laws of The Morgan Group, Inc. and the Delaware General Corporation Law could have the effect of preventing or delaying a person from acquiring or seeking to acquire a substantial equity interest in, or control of, The Morgan Group, Inc.'s equity securities. Paul Hastings LLP, New York, New York.

EXPERTS

The financial statements as of ~~Morgan Group Holding Co. at~~ December 31, ~~2000~~2019 and ~~1999,~~2018, and for each of the ~~three~~two years in the period ended December 31, ~~2000, appearing~~2019, included in this ~~prospectus~~Prospectus, have been audited by ~~Ernst~~Deloitte & ~~Young~~Touche LLP, an independent ~~auditors,~~registered public accounting firm, as ~~set forth~~stated in their report thereon (which contains an explanatory paragraph describing conditions that raise substantial doubt about the The Morgan Group, Inc.'s ability to continue as a going concern as described in Note 4 to the financial statements) appearing ~~elsewhere~~ herein and ~~are~~elsewhere in the Registration Statement. Such financial statements have been so included in reliance upon ~~such~~the report ~~given on the authority~~ of such firm given upon their authority as experts in accounting and auditing. ~~-45-~~ LEGAL MATTERS The legality of the shares of our common stock distributed in the spin off will be passed upon by the law firm of Olshan Grundman Frome Rosenzweig & Wolosky LLP, New York, New York. ADDITIONAL

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the ~~Securities and Exchange Commission~~SEC a registration statement on Form S-1 ~~together with all amendments and exhibits thereto,~~ under the Securities Act to register the shares of ~~1933, as amended, covering~~our Common Stock to be distributed in the ~~securities described herein.~~Spin-Off. The term registration statement means the original registration statement and any and all amendments thereto, including the exhibits and schedules to the original registration statement and any amendments. This ~~prospectus~~Prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement ~~certain parts of which are omitted in accordance~~or the exhibits and schedules filed therewith. For further information with ~~the rules and regulations of the Securities and Exchange Commission. For additional information, please see~~respect to us, reference is made to the registration statement and ~~its exhibits. After~~ the ~~spin-off,~~exhibits and schedules filed therewith. Statements contained in this Prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement. A copy of the registration statement, along with the exhibits and schedules filed therewith, may be inspected without charge at the SEC’s Internet website. The SEC maintains an Internet website at www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.

We are subject to the information and periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, in accordance therewith, we will file ~~annual, quarterly and special~~periodic reports, proxy statements and other information with the ~~Securities~~SEC. Such periodic reports, proxy statements and other information will be available for inspection and copying at the Internet website of the SEC referred to above. You may access our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange ~~Commission.~~ Act with the SEC free of charge at our website at www.morgangroupholdingco.com as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.

The information contained on or accessible through our website or the SEC’s website shall not be deemed to be a part of this Prospectus or the Registration Statement on Form S-1, of which this Prospectus is a part.

We intend to furnish our stockholders with annual reports containing consolidated financial statements ~~certified~~audited by our independent auditors.

You may request a copy of these filings, at no cost, by writing or telephoning us at the following address:

Morgan Group Holding Co.
Attention: Investor Relations
401 Theodore Fremd Avenue
Rye, New York 10580
Telephone Number: (914) 921-1877

We have not authorized anyone to give any information or make any representation about the Spin-Off or of the Company that is different from, or in addition to, that contained in this Prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this Prospectus or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this Prospectus does not extend to you. The information contained in this Prospectus speaks only as of the date of this Prospectus unless the information specifically indicates that another date applies

TABLE OF CONTENTS

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

MORGAN GROUP HOLDING CO. AND SUBSIDIARY

			Page
Interim Period Financial Statements (Unaudited)
Condensed Consolidated Statements of Financial Condition Unaudited			F-2
Condensed Consolidated Statements of Operations Unaudited			F-3
Condensed Consolidated Statements of Equity Unaudited			F-4
Condensed Consolidated Statements of Cash Flows Unaudited			F-5
Notes to Condensed Consolidated Financial Statements March 31, 2020 (unaudited)			F-6

			Page
Annual Financial Statements (Audited)
Report of Independent Registered Public Accounting Firm			F-13
Consolidated Statements of Operations for the years ended December 31, 2019 and 2018			F-14
Consolidated Statements of Financial Condition for the years ended December 31, 2019 and 2018			F-15
Consolidated Statements of Equity for the years ended December 31, 2019 and 2018			F-16
Consolidated Statements of Cash Flows for the years ended December 31, 2019 and 2018			F-18
Notes to Consolidated Financial Statements			F-19

All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission that are not required under the related instructions or are inapplicable have been omitted.

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MORGAN GROUP HOLDING CO. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
UNAUDITED

	March 31, 2020	December 31, 2019
ASSETS
Cash and cash equivalents	$5,668,869	$6,587,097
Receivables from brokers and clearing organizations	299,210	808,686
Receivables from affiliates	171,981	30,625
Deposits with clearing organizations	200,000	200,000
Income taxes receivable (including deferred tax asset of $11,498 and $2,930, respectively)	306,632	184,396
Fixed assets, net of accumulated depreciation of $31,472 and $28,435, respectively	41,418	44,456
Other assets	237,800	281,896
Total assets	$6,925,910	$8,137,156
LIABILITIES AND EQUITY
Compensation payable	$342,220	$709,663
Payable to affiliates	220,588	985,632
Income tax payable	57,245	53,572
Accrued expenses and other liabilities	550,970	350,948
Total liabilities	1,171,023	2,099,815
Commitments and contingencies (Note 9) Equity
Common stock, $0.01 par value; 100,000,000 shares authorized and 60,009,005 shares issued and outstanding	600,091	600,091
Additional paid-in capital	53,292,090	53,292,090
Accumulated deficit	(48,137,294)	(47,854,840)
Total equity	5,754,887	6,037,341
Total liabilities and equity	$6,925,910	$8,137,156

See accompanying notes.

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MORGAN GROUP HOLDING CO.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED

	Three Months Ended March 31,
	2020	2019
Revenues
Commissions	$1,038,943	$1,535,245
Fees earned from affiliated entities pursuant to research services agreements	—	377,500
Principal transactions	(903)	(80)
Dividends and interest	36,256	63,693
Underwriting fees	30,488	—
Sales manager fees	334,825	—
Other revenues	3,107	5,909
Total revenues	1,442,716	1,982,267
Expenses
Compensation and related costs	1,143,433	2,478,892
Clearing charges	302,838	290,381
General and administrative	311,109	324,842
Occupancy and equipment	104,441	195,842
Total expenses	1,861,821	3,289,957
Loss before income tax benefit	(419,105)	(1,307,690)
Income tax benefit	(136,651)	(267,048)
Net loss	$(282,454)	$(1,040,642)
Net loss per share
Basic and diluted	$(0.00)	$(0.02)
Weighted average shares outstanding:
Basic and diluted	60,009,005	54,859,055

See accompanying notes.

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MORGAN GROUP HOLDING CO.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
UNAUDITED

	Shares	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at December 31, 2019	60,009,055	$600,091	$53,292,090	$(47,854,840)	$6,037,341
Net loss	—	—	—	(282,454)	(282,454)
Balance at March 31, 2020	60,009,055	600,091	53,292,090	(48,137,294)	5,754,887

	Shares	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at December 31, 2018	54,859,055	$548,591	$55,717,701	$(45,948,248)	$10,318,044
Net loss	—	—	—	(1,040,642)	(1,040,642)
Balance at March 31, 2019	54,859,055	548,591	55,717,701	(46,988,890)	9,277,402

See accompanying notes.

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MORGAN GROUP HOLDING CO. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED

	Three months ended March 31,
	2020	2019
Cash flows from operating activities:
Net loss	$(282,454)	$(1,040,642)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	3,038	3,217
Deferred income tax, net	(8,568)	280,931
(Increase)/decrease in assets:
Receivables from brokers and clearing organizations	509,476	(228,589)
Receivables from affiliates	(141,356)	(57,643)
Income taxes receivable	(113,668)	500
Other assets	44,096	40,484
Increase/(decrease) in liabilities:
Payable to affiliates	(765,044)	33,570
Income taxes payable	3,673	—
Compensation payable	(367,443)	(891,546)
Accrued expenses and other liabilities	200,022	35,600
Total adjustments	(635,774)	(783,476)
Net cash used in operating activities	(918,228)	(1,824,118)
Net decrease in cash and cash equivalents and restricted cash	(918,228)	(1,824,118)
Cash, cash equivalents, and restricted cash at beginning of period	6,787,097	11,530,705
Cash, cash equivalents, and restricted cash at end of period	$5,868,869	$9,706,587
Supplemental disclosures of cash flow information:
Cash received from Associated Capital Group, Inc. for income taxes	$18,087	$543,153
Reconciliation to cash, cash equivalents, and restricted cash
Cash and cash equivalents	$5,668,869	$9,506,587
Restricted cash: deposits from clearing organizations	200,000	200,000
Cash, cash equivalents, and restricted cash	$5,868,869	$9,706,587

See accompanying notes.

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MORGAN GROUP HOLDING CO. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2020
(UNAUDITED)

Organization and Business Description

Morgan Group Holding Co. (the “Company,” “Morgan Group,” or “Morgan”) was incorporated in November 2001 as a Delaware corporation to serve as a holding company which seeks acquisitions as part of its strategic alternatives. Prior to the October 31, 2019 merger with G.research, LLC (“G.research”), discussed below, Morgan Group had no operating companies.

The Company acquired G.research from Associated Capital Group, Inc. (“AC”), an ~~independent public accounting firm.~~affiliate of the Company, on October 31, 2019, in exchange for issuing 50,000,000 shares of the Company’s common stock to AC (the “Merger”). Accordingly, G.research became a wholly owned subsidiary of the Company. Prior to the transaction, G.research was a wholly-owned subsidiary of Institutional Services holdings, LLC, which, in turn, is a wholly-owned subsidiary of AC. After the transaction, AC has an 83.3% ownership interest in the Company. As a result of this common ownership, the transaction was treated as a combination between entities under common control that led to a change in the reporting entity. The ~~registration statement~~recognized assets and liabilities were transferred at their carrying amounts at the date of the transaction. Further, the companies were also combined retrospectively for prior year comparative information in the financial statements of the Company issued after the Merger, including for the three months ended March 31, 2019 in these condensed consolidated financial statements. Consistent with our financial statements as of December 31, 2019 included in our annual report on Form 10-K, the common stock, additional paid in capital, and accumulated deficit amounts in these condensed consolidated financial statements have been restated as of December 31, 2018 to reflect the recapitalization in accordance with the shares issued as a result of the Merger.

On March 16, 2020, AC’s Board of Directors approved the spin-off of the shares of common stock held by AC to AC’s shareholders. Upon execution of the spin-off, AC will distribute to its shareholders on a pro rata basis the 50,000,000 shares of Morgan that AC owns.

G.research is ~~and these future filings~~a broker-dealer registered with the Securities and Exchange Commission (the “SEC”) and is regulated by the Financial Industry Regulatory Authority (“FINRA”).

The Company provides institutional investors and investment partnerships with investment research with a particular focus on small-cap and mid-cap companies. The team of sell-side analysts follows industry sectors on a global basis and performs fundamental security analysis using a Private Market Value (“PMV”) framework. PMV investing is a disciplined, research-driven approach based on security analysis. In this process, the analyst selects stocks whose intrinsic value, based on the analyst’s estimate of current asset value and future growth and earnings power, is significantly different from the public market value as reflected in the public market. PMV is defined as the price an informed industrial buyer would be likely to pay to acquire the business. The research focuses on company fundamentals, cash flow statistics, and catalysts that will ~~be, available~~help realize returns.

The Company generates brokerage commission revenues from securities transactions executed on an agency basis on behalf of institutional clients and mutual funds, private wealth management clients, and retail customers of affiliated companies. The Company generates revenue from syndicated underwriting activities. It primarily participates in the offerings of certain closed-end funds advised by Gabelli Funds, LLC, a wholly-owned subsidiary of GAMCO Investors, Inc. (“GBL”), an affiliate. The Company also earns investment income generated from its proprietary trading activities.

The Company acts as an introducing broker, and all securities transactions for the Company and its customers are cleared through and carried by three New York Stock Exchange (“NYSE”) member firms on a fully disclosed basis. The Company has Proprietary Accounts of Introducing Brokers (“PAIB”) agreements with these firms. Accordingly, open customer transactions are not reflected in the accompanying Condensed Consolidated Statement of Financial Condition. The Company is exposed to credit losses on these open transactions in the event of nonperformance by its customers, pursuant to conditions of its clearing agreements with its clearing brokers. This exposure is mitigated by the clearing brokers’ policy of monitoring the collateral and credit of the counterparties until the transaction is completed.

The Company’s principal market is in the United States (“U.S”).

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1.	Significant Accounting Policies

Basis of Presentation

The unaudited interim condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the ~~public~~requirements for reporting on Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary for the fair presentation of financial position, results of operations, and cash flows of Morgan for the interim periods presented and are not necessarily indicative of a full year’s results.

The interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, G.research, from the date of the Merger with retrospective application. Intercompany accounts and transactions have been eliminated.

These interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2019.

Use of Estimates

The Company’s financial statements are prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the ~~public reference facilities~~date of the financial statements and the reported amounts of revenues and expenses during that reporting period. Actual results could differ from those estimates.

Recent Accounting Developments

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) (“ASU 2016-02”), which amends the guidance in U.S. GAAP for the accounting for leases. ASU 2016-02 requires a lessee to recognize assets and liabilities arising from most operating leases in the consolidated statements of financial condition. The Company adopted this ASU effective January 1, 2019 with no material impact on its consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Accounting for Financial Instruments - Credit Losses (Topic 326) (“ASU 2016-13”), which requires an organization to measure all expected credit losses for financial assets held at the ~~Securities~~reporting date based on historical experience, current conditions, and ~~Exchange Commission's office at 450 Fifth Street, N.W.~~reasonable and supportable forecasts. Currently, U.S. GAAP requires an “incurred loss” methodology that delays recognition until it is probable a loss has been incurred. Under ASU 2016-13, the allowance for credit losses must be deducted from the amortized cost of the financial asset to present the net amount expected to be collected. The consolidated statements of operations will reflect the measurement of credit losses for newly recognized financial assets as well as the expected increases or decreases of expected credit losses that have taken place during the period. In November 2019, the FASB issued ASU 2019-10, Financial Instruments-Credit Losses (Topic 326), ~~Washington, D.C. 20549. Such material may also be accessed electronically through~~Derivatives and Hedging (Topic 815), Leases (Topic 842): Effective Dates (ASU 2019-10), which deferred the ~~Securities~~effective date of this guidance for smaller reporting companies for three years. This guidance is effective for the Company on January 1, 2023 and ~~Exchange Commission's home page~~requires a modified retrospective transition method, which will result in a cumulative-effect adjustment in retained earnings upon adoption. Early adoption is permitted. The Company is currently assessing the potential impact of this new guidance on the ~~Internet~~Company’s consolidated financial statements.

2.	Revenue from Contracts with Customers

The Company records revenue from contracts with customers in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“Topic 606”). Under Topic 606, the Company must identify the contract with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue when the Company satisfies a performance obligation.

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Significant judgments that affect the amounts and timing of revenue recognition:

The Company’s analysis of the timing of revenue recognition of each revenue stream is based on the provisions of each respective contract. Performance obligations could, however, change from time to time if and when existing contracts are modified or new contracts are entered into. These changes could potentially affect the timing of satisfaction of performance obligations, the determination of the transaction price, and the allocation of the price to performance obligations. In the case of the revenue streams discussed below, the performance obligation is satisfied either at ~~http://www.sec.gov. Please call~~a point in time or over time. The judgments outlined below, where the ~~Securities~~determination as to these factors is discussed in detail, are continually reviewed and ~~Exchange~~ monitored by the Company when new contracts or contract modifications occur. Transaction price is in all instances formulaic and not subject to significant (or any) judgment at the current time.

The Company’s assessment of the recognition of these revenues is as follows:

Revenue from contracts with customers includes commissions, fees earned from affiliated entities pursuant to research services agreements, underwriting fees, and sales manager fees.

Commissions

Brokerage commissions. Acting as agent, the Company buys and sells securities on behalf of its customers. Commissions are charged on the execution of these securities transactions made on behalf of client accounts and are negotiated. The Company recognizes commission revenue when the related securities transactions are executed on the trade date. The Company believes that the performance obligation is satisfied on the trade date because that is when the underlying financial instrument or purchaser is identified, the pricing is agreed upon, and the risks and rewards of ownership have been transferred to/from the customer. Commissions earned are typically collected from the clearing brokers utilized by the Company on a daily or weekly basis.

Hard dollar payments. The Company provides research services to unrelated parties, for which direct payment is received. The company may, or may not, have contracts for such services. Where a contract for such services is in place, the contractual fee for the period is recognized ratably over the contract period, which is considered the period over which the Company satisfies its performance obligation. For payments where no research contract exists, revenue is not recognized until agreement is reached with the client at which time the performance obligation is considered to have been met and revenue is recognized.

Commission revenues are impacted by the perceived value of the research product provided to clients, the volume of securities transactions, and the acquisition or loss of new client relationships.

Fees earned from affiliated entities pursuant to research services agreements

The Company receives direct payments for research services provided to related parties pursuant to contracts. The contractual fee for the period is fixed and recognized ratably over the contract period, typically a calendar year, which is considered the period over which the Company satisfies its performance obligation. Payments for contracts with affiliated parties are collected monthly.

Underwriting fees

Underwriting fees. The Company acts as underwriter in an agent capacity. Revenues are earned from fees arising from these offerings and the terms are set forth in contracts between the underwriters and the issuer. The Company’s underwriting revenue is considered to be conditional revenue because it is subject to reduction to zero once the offsetting syndicate expenses have been quantified by the syndicate manager (i.e., lead underwriter) and allocated to each underwriter in proportion to their participation in the offering. Revenue recognition is therefore delayed until it is probable that a significant reversal in the amount of revenue recognized will not occur. That is, it is recognized only when uncertainty associated with the syndicate expenses is subsequently resolved and final settlement of syndicate accounts is affected by the syndicate manager. Payment is typically received from the syndicate manager within ninety days after settlement date.

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the Company purchases the securities from the issuer) for the portion the Company is contracted to buy. The Company believes that the trade date is the appropriate point in time to recognize revenue for securities underwriting transactions as there are no significant actions the Company needs to take subsequent to this date, and the issuer obtains the control and benefit of the capital markets offering at ~~1-800-SEC-0330~~this point. Selling concessions earned are typically collected from the clearing brokers utilized by the Company on a daily or weekly basis.

Sales manager fees

The Company participates as sales manager of at-the-market offerings of certain affiliated closed-end funds and receives a tiered percentage of proceeds as stipulated in agreements between the Company, the funds and the funds’ investment adviser. The Company recognizes sales manager fees upon sale of the related closed-end funds. Sales manager fees earned are fixed and typically collected from the clearing brokers utilized by the Company on a daily or weekly basis.

Revenue Disaggregated

Total revenues from contracts with customers by type were as follows for ~~more information. Any person who has~~the three months ended March 31, 2020 and 2019:

	Three months ended March 31,
	2020	2019
Commissions	$936,784	$1,426,235
Hard dollar payments	102,159	109,010
	1,038,943	1,535,245
Research services	—	377,500
Underwriting fees	30,488	—
Sales manager fees	334,825	—
	$1,404,256	$1,912,745

3.	Related Party Transactions

At March 31, 2020 and December 31, 2019, the Company had an investment of $5,661,750 and $6,579,577, respectively, in The Gabelli U.S. Treasury Money Market Fund advised by Gabelli Funds, LLC, which is an affiliate of the Company. The amount is recorded in cash and cash equivalents in the Condensed Consolidated Statements of Financial Condition. Income earned from this investment totaled $29,550 and $59,035 for the three months ended March 31, 2020 and 2019, respectively, and is included in dividends and interest revenues in the Condensed Consolidated Statements of Operations.

For the three months ended March 31, 2020 and 2019, the Company earned $691,784 and $1,132,845, or approximately 67% and 74%, respectively, of its commission revenue from transactions executed on behalf of funds advised by Gabelli Funds, LLC. (“Gabelli Funds”) and private wealth management clients advised by GAMCO Asset Management Inc., (“GAMCO Asset”), each affiliates of the Company. GAMCO Asset and Gabelli Funds paid a total of $377,500 to the Company pursuant to research services agreements (see Note 2) for the three months ended March 31, 2019. No amounts for such services were paid during the three months ended March 31, 2020. These agreements were terminated effective January 1, 2020.

The Company participated as agent in the secondary offerings of the GAMCO Global Gold, Natural Resources & Income Trust (“GGN”). Pursuant to sales agreements between the parties, the Company earned sales manager fees related to this offering of $334,825 and $0 during the three months ended March 31, 2020 and 2019, respectively. Sales manager fees are separately disclosed in the Condensed Consolidated Statements of Operations.

The Company participated in the secondary offerings of the preferred stock of affiliated closed end funds in December 2019. The final settlements were received during March 2020 resulting in additional underwriting profit of $30,488.

The Company pays AC a ~~copy~~management fee equal to 20% of the Company’s year-to-date pretax profits before consideration of this ~~prospectus may receive~~fee. In the three months ended March 31, 2020 and 2019, the Company did not pay a ~~complimentary copy~~management fee to AC as there were no pretax profits.

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AC has a sublease agreement with GBL that expired on April 1, 2020 and continues on a month to month basis. AC allocates this expense to the Company based on the percentage of square footage occupied by the Company’s employees (including pro rata allocation of common space). For the three months ended March 31, 2020 and 2019, the Company paid $27,113 and $82,913, respectively, to AC. These amounts are included within occupancy and equipment expenses on the Condensed Consolidated Statements of Operations.

4.	Fair Value

The carrying amounts of all financial instruments in the ~~documents referred to above which~~Condensed Consolidated Statements of Financial Condition approximate their fair values.

The Company’s financial instruments have been ~~incorporated~~categorized based upon a fair value hierarchy:

–	Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 1 assets include cash equivalents.

–

Level 2 inputs utilize inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.

–	Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. These assets include infrequently traded common stocks.

The following tables present information about the Company’s assets and liabilities by ~~reference (other than exhibits~~major category measured at fair value on a recurring basis as of March 31, 2020 and December 31, 2019 and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such ~~documents)~~fair value:

Assets Measured at Fair Value on a Recurring Basis as of March 31, 2020:

Assets	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
Cash equivalents	$5,661,750	$—	$—	$5,661,750
Total assets at fair value	$5,661,750	$—	$—	$5,661,750

There were no transfers between any Levels during the three months ended March 31, 2020.

Assets Measured at Fair Value on a Recurring Basis as of December 31, 2019:

Assets	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
Cash equivalents	$6,579,577	$—	$—	$6,579,577
Total assets at fair value	$6,579,577	$—	$—	$6,579,577

There were no transfers between any Levels during the year ended December 31, 2019.

Cash equivalents primarily consist of an affiliated money market mutual fund which is invested solely in U.S. Treasuries and valued based on the net asset value of the fund.

Financial assets disclosed but not carried at fair value

The carrying value of other financial assets and liabilities approximates their fair value based on the short term nature of these items.

5.	Retirement Plan

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Revenue Code. Amounts expensed for allocated contributions to this Plan amounted to approximately $4,436 and $4,436 for the three months ended March 31, 2020 and 2019, respectively, and were recorded as compensation and related costs in the Condensed Consolidated Statements of Operations.

6.	Income Taxes

The effective tax rate for the three months ended March 31, 2020 and 2019 was 32.6% and 20.4%, respectively. For the three months ended March 31, 2020 the rate impact was related to a net operating loss carryback at higher federal rates.

7.	Earnings per Share

Basic earnings per share is computed by dividing net income / (loss) attributable to shareholders by the weighted average number of shares outstanding during the period. There were no dilutive shares outstanding during the periods.

The computations of basic and diluted net loss per share are as follows:

	Three Months Ended March 31,
	2020	2019
Basic and diluted:
Net loss attributable to shareholders	$(282,454)	$(1,040,642)
Weighted average shares outstanding	60,009,005	54,859,055
Basic and diluted net loss per share	$(0.00)	$(0.02)

Equity

In conjunction with the Merger on October 31, 2019, the Company issued 50,000,000 shares of common stock to AC. The common stock, additional paid in capital, earnings per share, and accumulated deficit amounts in these consolidated financial statements for the period prior to the Merger have been restated to reflect the recapitalization in accordance with the shares issued as a result of the Merger.

See the Organization and Business Description Note above for detail.

9.	Guarantees, Contingencies, and Commitments

The Company has agreed to indemnify its clearing brokers for losses they may sustain from the customer accounts that trade on margin introduced by the Company. At March 31, 2020 and December 31, 2019, the total amount of customer balances subject to indemnification (i.e., unsecured margin debits) was immaterial. The Company also has entered into arrangements with various other third parties, many of which provide for indemnification of the third parties against losses, costs, claims, and liabilities arising from the performance of the Company’s obligations under the agreements. The Company has had no claims or ~~oral request~~payments pursuant to usthese or prior agreements, and management believes the likelihood of a claim being made is remote, and therefore, an accrual has not been made in the consolidated financial statements.

From time to time, the Company is named in legal actions and proceedings. These actions may seek substantial or indeterminate compensatory as well as punitive damages or injunctive relief. The Company is also subject to governmental or regulatory examinations or investigations. The examinations or investigations could result in adverse judgments, settlements, fines, injunctions, restitutions, or other relief. The Company cannot predict the ultimate outcome of such matters. The consolidated financial statements include the necessary provisions for losses that the Company believes are probable and estimable, if any. Furthermore, the Company evaluates whether losses exist which may be reasonably possible and, if material, makes the necessary disclosures. Such amounts, both those that are probable and those that are reasonably possible, are not considered material to the Company’s financial condition, operations, or cash flows.

10.	Net Capital Requirements

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requires that minimum net capital be the greater of $250,000 or 2% of the aggregate debit items in the reserve formula for those broker-dealers subject to Rule 15c3-3. G.research is exempt from Rule 15c3-3 pursuant to paragraph (k)(2)(ii) of that rule which exempts all customer transactions cleared through another broker-dealer on a fully disclosed basis. In addition, our assets at ~~either~~ the ~~address~~clearing broker-dealer are treated as allowable assets for net capital purposes as we have in place PAIB agreements pursuant to Rule 15c3-3. These requirements also provide that equity capital may not be withdrawn, advances to affiliates may not be made, or ~~telephone number listed on page 1. -46-~~ cash dividends paid if certain minimum net capital requirements are not met. G.research had net capital, as defined, of $4,347,017 and $4,618,033, exceeding the required amount of $250,000 by $4,097,017 and $4,368,033 at March 31, 2020 and December 31, 2019, respectively.

11.	Subsequent Events

On May 4, 2020, the Company’s Board of Directors approved a 1-for-100 reverse split of the authorized, issued, and outstanding shares of common stock, par value $0.01, subject to shareholder approval.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Morgan Group Holding Co. ~~Index to Combined~~:

Opinion on the Financial Statements Combined Financial Statements: Report of Independent Auditors............................................F-2 Combined Balance Sheets as of December 31, 2000 and 1999....................................F-3 Combined Statements of Operations for the Years ended December 31, 2000, 1999 and 1998........................F-4 Combined Statements of Cash Flows for the Years ended December 31, 2000, 1999 and 1998........................F-5 Combined Statements of Changes in Equity, Investments by and Advances from Lynch Interactive Corporation for the years ended December 31, 2000, 1999 and 1998..........F-6 Notes to the Combined Financial Statements................................F-7 F-1 ~~Report of Independent Auditors Board of Directors Lynch Interactive Corporation~~

We have audited the accompanying ~~combined balance sheets~~consolidated statements of ~~the net assets and operations to be contributed to~~financial condition of Morgan Group Holding Co. ~~(see Note 1)~~and subsidiary (the “Company”) as of December 31, ~~2000~~2019 and ~~1999, and~~2018, the related ~~combined~~consolidated statements of operations, ~~changes in~~ equity, ~~investments by and advances from Lynch Interactive Corporation~~ and cash flows for each of the ~~three~~two years in the period ended December 31, ~~2000.~~ 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the ~~management of Lynch Interactive Corporation (the "Company").~~Company’s management. Our responsibility is to express an opinion on ~~these~~the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with ~~auditing~~the standards ~~generally accepted in~~of the ~~United States.~~PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material ~~misstatement. An~~misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit ~~includes~~of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence ~~supporting~~regarding the amounts and disclosures in the financial statements. ~~An audit~~Our audits also ~~includes assessing~~included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial ~~statement presentation.~~statements. We believe that our audits provide a reasonable basis for our opinion. ~~In our opinion,~~

/S/ Deloitte & Touche, LLP

Stamford, Connecticut
April 1, 2020
We have served as the ~~combined financial statements referred to above present fairly, in all material respects, the combined financial position of the net assets and operations to be contributed to~~ Company’s auditor since 2009.

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MORGAN GROUP HOLDING CO. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

	Year Ended December 31,
	2019	2018
Revenues
Commissions	$6,376,075	$6,154,567
Fees earned from affiliated entities pursuant to research services agreements	1,502,500	2,030,000
Principal transactions	(9,416)	(22,302,729)
Dividends and interest	194,955	1,893,237
Underwriting fees	431,114	102,931
Sales manager fees	733,422	15,616
Other revenues	16,833	23,406
Total revenues	9,245,483	(12,082,972)
Expenses
Compensation and related costs	8,373,668	10,864,185
Clearing charges	1,299,313	1,312,578
General and administrative	1,223,023	1,330,831
Occupancy and equipment	756,974	805,266
Total expenses	11,652,978	14,312,860
Loss before income tax benefit	(2,407,495)	(26,395,832)
Income tax benefit	(500,903)	(6,102,929)
Net loss	$(1,906,592)	$(20,292,903)

Net loss per share
Basic	$(0.03)	$(0.37)
Diluted	$(0.03)	$(0.37)

Weighted average shares outstanding:
Basic	55,733,800	54,542,617
Diluted	55,733,800	54,542,617

Actual shares outstanding	60,009,005	54,859,005

See accompanying notes.

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MORGAN GROUP HOLDING CO. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

	December 31, 2019	December 31, 2018
ASSETS

Cash and cash equivalents	$6,587,097	$11,330,705
Receivables from brokers and clearing organizations	808,686	194,676
Receivables from affiliates	30,625	19,199
Deposits with clearing organizations	200,000	200,000
Income taxes receivable (including deferred tax asset of $2,930 and $273,009, respectively)	184,396	352,599
Fixed assets, net of accumulated depreciation of $28,435 and $19,253, respectively	44,456	55,839
Other assets	281,896	231,182
Total assets	$8,137,156	$12,384,200

LIABILITIES AND EQUITY

Compensation payable	$709,663	$1,439,526
Payable to affiliates	985,632	218,788
Income tax payable	53,572	—
Accrued expenses and other liabilities	350,948	407,842
Total liabilities	2,099,815	2,066,156

Commitments and contingencies (Note J)

Equity
Common stock, $.01 par value; 100,000,000 and 10,000,000 shares authorized, respectively, and 60,009,005 and 54,859,005 issued and outstanding, respectively	600,091	548,591
Additional paid-in capital	53,292,090	55,717,701
Accumulated deficit	(47,854,840)	(45,948,248)
Total equity	6,037,341	10,318,044
Total liabilities and equity	$8,137,156	$12,384,200

See accompanying notes.

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MORGAN GROUP HOLDING CO. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

	Shares	Common Stock	Additional Paid- in Capital	Accumulated Deficit	Total
Balance at December 31, 2017	3,359,055	$33,591	$5,772,368	$(5,793,353)	$12,606
Retrospective Adjustment for Merger of G.research, net	50,000,000	$500,000	$135,386,592	$(19,861,992)	116,024,600
Return of capital / distribution			$(85,606,259)		(85,606,259)
Issuance of stock	1,500,000	15,000	165,000		180,000
Net loss			—	(20,292,903)	(20,292,903)
Balance at December 31, 2018	54,859,055	$548,591	$55,717,701	$(45,948,248)	$10,318,044

Capital contribution			$410,889		410,889
Return of capital		—	(3,300,000)	—	(3,300,000)
Issuance of stock	5,150,000	51,500	463,500		515,000
Net loss			—	(1,906,592)	(1,906,592)
Balance at December 31, 2019	60,009,055	$600,091	$53,292,090	$(47,854,840)	$6,037,341

See accompanying notes.

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MORGAN GROUP HOLDING CO. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

	Year Ended December 31,
	2019	2018
Operating activities
Net loss	$(1,906,592)	$(20,292,903)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	11,382	9,614
Deferred income tax, net	270,079	165,604
Other non-cash amounts included in net loss (see Non-cash financing activity)		(4,728,622)
(Increase)/decrease in operating assets:
Securities owned, net		23,783,998
Receivables from brokers and clearing organizations	(614,010)	166,554
Receivables from affiliates	(11,426)	(5,561)
Income taxes receivable	(101,876)	(2,500)
Other assets	(50,714)	137,955

Increase/(decrease) in operating liabilities:
Payable to affiliates	766,843	(542,285)
Income taxes payable	53,572	—
Compensation payable	(729,863)	1,086,022
Accrued expenses and other liabilities	(56,892)	(24,497)
Total adjustments	(462,905)	20,046,282
Net cash used in operating activities	(2,369,497)	(246,621)

Investing activities
Purchases of fixed assets	—	(60,255)
Net cash used in investing activities	$—	$(60,255)

See accompanying notes.

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MORGAN GROUP HOLDING CO. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

	Year Ended December 31,
	2019	2018
Financing activities
Capital contribution	$410,889	$—
Return of capital	$(3,300,000)	$—
Issuance of common stock	$515,000	$180,000
Cash used in / provided by financing activities	(2,374,111)	180,000
Net increase/(decrease) in cash and cash equivalents and restricted cash	(4,743,608)	(126,876)
Cash, cash equivalents and restricted cash at beginning of period	11,530,705	11,657,581
Cash, cash equivalents and restricted cash at end of period	$6,787,097	$11,530,705

Supplemental disclosures of cash flow information:
Cash (paid)/received for Income taxes	$—	$(4,000)
Cash received from Associated Capital Group, Inc. for Income taxes	$723,019	$1,257,279

Reconciliation to cash, cash equivalents and restricted cash
Cash and cash equivalents	$6,587,097	$11,330,705
Restricted cash: deposits from clearing organizations	200,000	200,000
Cash, cash equivalents and restricted cash	$6,787,097	$11,530,705

Non-cash financing activity:
- On December 3, 2018, the G.research returned capital totaling $85.6 million to AC in the form of securities with a fair value of $80.9 million and a tax receivable settlement of $4.7 million. See other non-cash amounts included in net loss.
- On October 31, 2019 Morgan Group merged with G.research by exchanging 50 million shares of Morgan Group (“MGHL” - OTC) common stock for 100% of Associated Capital Group’s interest in G.research.

See accompanying notes.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A.	Organization and Business Description

Morgan Group Holding Co. (See Note 1) at December 31, 2000 and 1999, and the combined results of its operations and its cash flows for each of the three years in the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 4, the Company's only subsidiary, The Morgan Group, Inc.(the “Company”, incurred operating losses during the year ended December 31, 2000, and was not in compliance with its credit facility, which expired on January 28, 2001. Under the terms of the expired credit facility, the bank has the right to demand cash to meet outstanding obligations of the letters of credits. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters, including raising additional equity and replacing the expired credit facility, are more fully described in Note 4. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. /s/ Ernst & Young LLP Stamford, Connecticut March 30, 2001 F-2 Morgan Group Holding Co. Combined Balance Sheets (Dollars in thousands) December 31, 2000 1999 ---- ---- ASSETS Current assets: Cash and cash equivalents $ 2,092 $ 3,847 Trade accounts receivable, less allowances of $248 in 2000 and $313 in 1999 7,748 10,130 Accounts receivable, other 133 313 Refundable taxes 499 -- Prepaid expenses and other current assets 1,147 1,960 Deferred income taxes 319 1,475 ------- ------- Total current assets 11,938 17,725 ------- ------- Property and equipment, net 3,688 4,309 Intangible assets, net 7,124 7,750 Deferred income taxes 282 2,172 Other assets 634 697 ------- ------- Total assets $23,666 $32,653 ======= ======= LIABILITIES AND EQUITY Current liabilities: Trade accounts payable $ 2,373 $ 3,907 Accrued liabilities 3,704 4,852 Income taxes payable -- 278 Accrued claims payable 3,224 3,071 Refundable deposits 1,357 1,752 Current portion of long-term debt and capital lease obligations 217 676 ------- ------- Total current liabilities 10,875 14,536 ------- ------- Long-term debt and capital lease obligations, less current portion 71 289 Deferred Income taxes 744 918 Long-term accrued claims payable 5,122 5,347 Commitments and contingencies -- -- Minority interest 3,193 5,392 Equity, investments by and advances from Lynch Interactive Corporation 3,661 6,171 ------- ------- Total liabilities and equity $23,666 $32,653 ======= ======= See accompanying notes. F-3 Morgan Group Holding Co. Combined Statements of Operations (Dollars in thousands, except share amounts) For the Years ended December 31, 2000 1999 1998 ---- ---- ---- Operating revenues $ 108,024 $ 145,629 $ 150,454 Costs and expenses: Operating costs 99,552 133,774 136,963 Selling, general and administration 9,443 10,090 10,254 Depreciation and amortization 1,067 1,215 1,230 ----------- ----------- ----------- 110,062 145,079 148,447 ----------- ----------- ----------- Operating (loss) income (2,038) 550 2,007 Interest expense, net 310 338 545 Other -- -- 13 ----------- ----------- ----------- (Loss) income before income taxes and minority interests (2,348) 212 1,475 Income tax expense (2,277) (187) (594) Minority interests 2,133 (28) (461) ----------- ----------- ----------- Pro Forma Net (loss) income $ (2,492) $ (3) $ 420 =========== =========== =========== Pro Forma Net (loss) income per basic and diluted share ($ 0.82) $ 0.00 $ 0.14 =========== =========== =========== Pro Forma Basic and diluted weighted average shares outstanding 3,055,345 3,055,345 3,055,345 =========== =========== =========== See accompanying notes. F-4 Morgan Group Holding Co. Combined Statements of Changes in Equity, Investments by and Advances from Lynch Interactive Corporation (Dollars in thousands) Equity, Investment by and advances from Lynch Interactive Corporation --------------------- Balance at December 31, 1997 $6,291 Capital transactions of the Morgan Group, Inc. (164) Advances to Lynch Interactive Corporation (61) Net income 420 --------------------- Balance at December 31, 1998 6,486 Capital transactions of the Morgan Group, Inc. (252) Advances to Lynch Interactive Corporation (60) Net (loss) (3) --------------------- Balance at December 31, 1999 6,171 Advances to Lynch Interactive Corporation (18) Net (loss) (2,492) --------------------- Balance at December 31, 2000 $3,661 ===================== See accompanying notes. F-5 Morgan Group Holding Co. Combined Statements of Cash Flows (Dollars in thousands) For the Years ended December 31, 2000 1999 1998 ---- ---- ---- Operating activities: Net (loss) income ($2,492) $ (3) $ 420 Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation and amortization 1,067 1,215 1,246 Deferred income taxes 2,872 (426) (678) Loss on disposal of property and equipment 292 101 20 Minority interests (2,133) 28 461 Changes in operating assets and liabilities: Trade accounts receivable 2,382 2,058 1,174 Other accounts receivable 180 901 (1,088) Refundable taxes (499) -- -- Prepaid expenses and other current assets 813 507 139 Other assets 63 (43) 810 Trade accounts payable (1,534) (397) 207 Accrued liabilities (1,148) 1,286 (612) Income taxes payable (278) (600) 489 Accrued claims payable (72) 310 2,785 Refundable deposits (395) (78) 164 Other -- -- (13) ------- ------- ------- Net cash (used in) provided by operating activities (882) 4,859 5,524 ------- ------- ------- Investing activities: Purchases of property and equipment (106) (811) (585) Proceeds from sale of property and equipment 2 7 88 Business acquisitions -- (35) (228) Other (20) -- -- ------- ------- ------- Net cash used in investing activities (124) (839) (725) ------- ------- ------- Financing activities: Principle payments on long-term debt (677) (664) (3,418) Proceeds from long-term debt -- 149 135 Minority interests transactions (54) (1,088) (345) Investments by and advances (to) Lynch Interactive Corporation (18) (60) (61) ------- ------- ------- Net cash used in financing activities (749) (1,663) (3,689) ------- ------- ------- Net (decrease) increase in cash and cash equivalents (1,755) 2,357 1,110 Cash and cash equivalents at beginning of period 3,847 1,490 380 ------- ------- ------- Cash and cash equivalents at end of period $ 2,092 $ 3,847 $ 1,490 ======= ======= ======= Cash payments for interest were $379,000 in 2000, $406,000 in 1999 and $566,000 in 1998. See accompanying notes. F-6 ~~MORGAN GROUP HOLDING CO. NOTES TO THE COMBINED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Morgan Group Holding Co. ("Holding" or "Company"~~“Morgan Group”. “Morgan”) was incorporated in November 2001 as a Delaware corporation to serve as a holding company ~~for Lynch Interactive Corporation's ("Interactive") controlling interest in The~~which seeks acquisitions as part of its strategic alternatives. Prior to the October 31, 2019 merger with G.research, discussed below, Morgan Group had no operating companies.

The Company acquired G.research, LLC (“G.research”) from Associated Capital Group, Inc. ~~("Morgan"~~(“AC”)~~. Interactive intends to spin-off 2,820,051~~, an affiliate of the Company, on October 31, 2019, in exchange for issuing 50,000,000 shares of ~~our common stock through a pro rata distribution ("Spin-Off") to its stockholders. Interactive intends to retain 235,294 shares of our~~the Company’s common stock to ~~be distributed~~AC, (“the Merger”). Accordingly, G.research became a wholly owned subsidiary of the Company. Prior to the transaction, G.research was a wholly-owned subsidiary of Institutional Services holdings, LLC, which, in ~~connection with potential conversion~~turn, is a wholly-owned subsidiary of ~~a convertible note that~~AC. After the transaction, AC has ~~been issued by Interactive. The accompanying combined financial statements represents the combination of all of Interactive's~~an 83.3% ownership interest in ~~Morgan~~the Company. As a result of this common ownership, the transaction was treated as a combination between entities under common control that led to a change in the reporting entity. The recognized assets and liabilities were transferred at their carrying amounts at the date of the transaction. Further, the companies were also combined retrospectively for prior year comparative information. The common stock, additional paid in capital and earnings per share amounts in these consolidated financial statements ~~of Morgan as if~~for the ~~transfer by Interactive~~period prior to ~~Holding occurred on January 1, 1998. The combined financial statements~~the Merger have been ~~prepared~~restated to reflect the recapitalization in accordance with the shares issued as a result of the Merger.

G.research is a broker-dealer registered with the Securities and Exchange Commission (the “SEC”) and is regulated by the Financial Industry Regulatory Authority (“FINRA”).

The Company generates brokerage commission revenues from securities transactions executed on an agency basis on behalf of institutional clients and mutual funds, private wealth management clients and retail customers of affiliated companies. The Company generates revenue from syndicated underwriting activities. It primarily participates in the offerings of certain closed-end funds advised by Gabelli Funds, LLC, a wholly-owned subsidiary of GAMCO Investors, Inc. (“GBL”) an affiliate. The Company also earns investment income generated from its proprietary trading activities.

The Company acts as an introducing broker, and all securities transactions for the Company and its customers are cleared through and carried by three New York Stock Exchange (“NYSE”) member firms on a fully disclosed basis. The Company has Proprietary Accounts of Introducing Brokers (“PAIB”) agreements with these firms. Accordingly, open customer transactions are not reflected in the accompanying Consolidated Statement of Financial Condition. The Company is exposed to credit losses on these open transactions in the event of nonperformance by its customers, pursuant to conditions of its clearing agreements with its clearing brokers. This exposure is mitigated by the clearing brokers’ policy of monitoring the collateral and credit of the counterparties until the transaction is completed.

The Company’s principal market is in the United States.

B.	Significant Accounting Policies

Consolidated Financial Statements

All intercompany transactions and balances have been eliminated. The Company consolidated the subsidiary from the date of the Merger with retrospective application.

Segment Analysis

The Company is one segment for reporting purposes.

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Cash and Cash Equivalents

The Company held an investment in an affiliated money market mutual fund which is invested solely in U.S. Treasuries.

Securities Owned, at Fair Value

Securities owned, at fair value, including common stocks, closed-end funds and mutual funds, are recorded at fair value with the resulting realized and unrealized gains and losses reflected in principal transactions in the Consolidated Statements of Operations. Realized gains and losses from securities transactions are recorded on the identified cost basis. All securities transactions and transaction costs are recorded on a trade date basis. Dividends are recorded on the ex-dividend date. Interest income and interest expense are accrued as earned or incurred.

Deposits with Clearing Organizations

Deposits with clearing organizations is restricted cash held at the clearing organizations.

Fair Value of Financial Instruments

The carrying amounts of all financial instruments in the Consolidated Statements of Financial Condition approximate their fair values.

The Company’s financial instruments have been categorized based upon a fair value hierarchy:

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 1 assets include cash equivalents.

Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. These assets include infrequently traded common stocks. As of and during the years ended December 31, 2019 and 2018, there were no Level 3 securities owned.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Investments are transferred into and out of any level at their beginning period values.

The availability of observable inputs can vary from instrument to instrument and is affected by a wide variety of factors, including, for example, the type of instrument, whether the instrument is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized as Level 3.

In the absence of a closing price, an average of the bid and ask is used. Bid prices reflect the highest price that market participants are willing to pay for an asset. Ask prices represent the lowest price that market participants are willing to accept for an asset.

Cash equivalents – Cash equivalents consist of an affiliated money market mutual fund, which is invested solely in U.S. Treasuries. Cash equivalents are valued using the ~~historical~~mutual fund’s net asset value (“NAV”) to measure fair value. Accordingly, cash equivalents are categorized in Level 1 of the fair value hierarchy.

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Receivables from Affiliates/Payables to Affiliates

Receivables from affiliates consist of receivables from certain affiliates for expenses paid on their behalf. In 2019, payables to affiliates are primarily comprised of sales manager fees and expenses paid on behalf of the Company due to AC. In 2018, payables to affiliates are primarily comprised of estimated taxes due to AC. See Notes D and G.

Revenue from Contracts with Customers

See Note C.

Dividends and Interest

Dividends are recorded on the ex-dividend date. Interest income and interest expense are accrued as earned or incurred. These amounts are not related to contracts with customers.

Depreciation

Fixed assets are recorded at cost and depreciated using the straight-line method over their estimated useful lives of four to seven years.

Allocated Expenses

The Company is charged or incurs certain overhead expenses that are included in general and administrative and occupancy and equipment expenses in the Consolidated Statements of Operations. These overhead expenses are allocated to the Company by AC and other AC affiliates or allocated by the Company to other AC affiliates as the expenses are incurred, based upon methodologies periodically reviewed by the management of the Company and the AC affiliates. In addition, Gabelli & Company Investment Advisers, Inc. (“GCIA”), a wholly – owned subsidiary of AC, and GAMCO Investors, Inc. (“GBL”) serve as paymasters for the Company under compensation payment sharing agreements. This includes compensation expense and related payroll taxes and benefits which are allocated to the Company for professional staff performing duties related entirely to the Company and those compensation expenses and related payroll taxes and benefits which relate to professional staff who serve more than one entity and whose compensation is therefore allocated to the Company as well as to its affiliates. These compensation expenses are included in compensation and related costs in the Consolidated Statements of Operations.

Income Taxes

Morgan Group Holding Co., which became part of the AC consolidated tax group after the merger on October 31, 2019, would generally not record an income tax provision as it was generally in a loss position for income tax purposes and any deferred tax benefit from net operating losses would be offset with a full valuation allowance. However, for the years ended December 31, 2019 and 2018, the Company is a member of a tax sharing agreement among members of the AC consolidated tax group and records an income tax provision. The Company generally settles either the benefit or expense with AC monthly, but not less than annually. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and ~~historical~~liabilities is recognized in income tax expense/benefit in the period that includes the enactment date of the change in tax rate.

The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. A valuation allowance would be recorded to reduce the carrying value of deferred tax assets to the amount that is more likely than not to be realized. In making such a determination of whether a valuation allowance is necessary, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of ~~Interactive's interest in Morgan which will be contributed to~~recent operations. In the ~~Company. However, the historical financial information presented herein reflects periods during which~~event the Company ~~did~~were to determine that the Company would

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be more likely than not ~~operate as an independent public company and accordingly, certain assumptions were made in preparing such financial information. Such information, therefore, may not necessarily reflect~~to realize the ~~results of operations, financial condition or cash flows of the Company~~Company’s deferred income tax assets in the future ~~or what they would have been had~~in excess of their net recorded amount, the Company ~~been~~would make an independent public company during the reporting periods. Description of Business The Company's only significant asset is its controlling interest in Morgan, which through its wholly owned subsidiaries, Morgan Drive Away, Inc. and TDI, Inc. ("TDI"), provides outsourced transportation and logistical servicesadjustment to the ~~manufactured housing and recreational vehicle industries and~~previously recorded deferred tax asset valuation allowance, which would reduce the provision for income taxes.

The Company records uncertain tax positions on the basis of a two-step process: (1) the Company determines whether it is ~~a leading provider of delivery services to~~more likely than not that the ~~commercial truck and trailer industries in~~tax positions will be sustained based on the ~~United States. Holding owns all~~technical merits of the ~~2,200,000 shares~~position; and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of ~~Morgan's Class B common stock~~tax benefit that is greater than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes the accrual of interest on uncertain tax positions and ~~161,100 shares~~penalties in income tax benefit on the Consolidated Statements of Operations. Accrued interest and penalties on uncertain tax positions are included within accrued expenses and other liabilities on the ~~Company's Class A common stock, which in the aggregate represents 80%~~Consolidated Statements of ~~the combined voting power~~Financial Condition.

Use of the combined classes of the Company's common stock. Morgan's other significant wholly owned subsidiaries are Interstate Indemnity Company ("Interstate") and Morgan Finance, Inc. ("Finance"), which provide insurance and financial services to its owner-operators. Principles of Combination Estimates

The ~~combined~~Company’s financial statements ~~include the accounts of Holding, Morgan and its subsidiaries. Significant intercompany accounts and transactions have been eliminated~~are prepared in ~~the combination. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity~~accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which requires ~~Management~~management to make estimates and assumptions that affect the ~~amounts reported in the financial statements and accompanying notes. Actual results could materially differ from those estimates. F-7~~ Operating Revenues and Expense Recognition Operating revenues and related driver pay are recognized when movement of the product is completed. Other operating expenses are recognized when incurred. Cash Equivalents All highly liquid investments with maturity of three months or less when purchased are considered to be cash equivalents. Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of customer receivables. As discussed in Note 10, two customers represent 33% of total customer receivables. The remaining credit risk is generally diversified due to the large number of entities comprising Company's remaining customer base and their dispersion across many different industries and geographic regions. As noted on the consolidated balance sheets, the Company maintains an allowance for doubtful accounts to cover estimated credit losses. Property and Equipment Property and equipment is stated at cost. Major additions and improvements are capitalized, while maintenance and repairs that do not improve or extend the lives of the respective assets are charged to expense as incurred. Depreciation is computed using the straight-line method over the following estimated useful lives: Buildings 25 years Transportation Equipment 3 to 5 years Office and Service Equipment 3 to 8 years Intangible Assets Intangible assets are comprised primarily of goodwill, which is stated at the excess of purchase price over net asset acquired, net of accumulated amortization of $4,181,000 and $3,547,000 at December 31, 2000 and 1999, respectively. Intangible assets are being amortized by the straight-line method over their estimated useful lives, which range from three to forty years. Impairment of Assets The Company periodically assesses the net realizable value of its long-lived assets, including intangibles, and evaluates such assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. For assets to be held and used, impairment is determined to exist if estimated undiscounted future cash flows are less than the carrying amount. For assets to be disposed of, impairment is determined to exist if the estimated net realizable value is less than the carrying amount. Insurance and Claim Reserves Claims and insurance accruals reflect the estimated ultimate cost of claims, including amounts for claims incurred but not reported, for cargo loss and damage, bodily injury and property damage, workers' compensation, long-term disability and group health not covered by insurance. These costs are charged to operating costs. Stock-Based Compensation Stock based compensation expense for Morgan's employee stock option plan is recognized under the provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees ("APB 25"), and F-8 related interpretations. Consistent with APB 25, the exercise price of the Morgan's employee stock options equals the market price of the underlying stock on the date of grant; therefore, no compensation expense is recognized. Equity, Investments By and Advances From Lynch Interactive Corporation Equity represents the net investments in and advances to Holding by Interactive. It includes common stock, additional paid-in capital, net earnings and net intercompany balances with Interactive which will be contributed at the time of the Spin-Off. Pro Forma Net Income (Loss) Per Share Net income (loss) per common share ("EPS") is computed using the number of common shares to be issued in connection with the Spin-Off as if such shares had been outstanding for all periods presented. Fair Values of Financial Instruments At December 31, 2000 and 1999, the carrying value of financial instruments such as cash and cash equivalents, trade and other receivables, trade payables and long-term debt approximate their fair values. Fair value is determined based on expected future cash flows, discounted at market interest rates, and other appropriate valuation methodologies. Comprehensive Income There were no items of comprehensive income for the years presented, as defined under SFAS No. 130, "Reporting Comprehensive Income". Accordingly, comprehensive income is equal to net income. Recent Accounting Pronouncements In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities," which is required to be adopted in fiscal years beginning after June 15, 2000. Under the statement, all derivatives will be required to be recognized on the balance sheet at fair value. Derivatives that are not hedges must be adjusted to fair value through income. If the derivative is a hedge, depending on the nature of the hedge, changes in the fair value of derivatives will either be offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings or recognized in other comprehensive income until the hedged item is recognized in earnings. Under the statement, any ineffective portion of a derivative's change in fair value must be immediately recognized in earnings. The Company has evaluated the effect of SFAS No. 133 and determined that the adoption of SFAS No. 133 will have no effect on the earnings and financial position of the Company. 2. PROPERTY AND EQUIPMENT The components of property and equipment are as follows (in thousands): December 31, 2000 1999 ---- ---- Land $ 873 $ 873 Buildings 2,186 2,241 Transportation equipment 146 419 Office and service equipment 2,288 3,491 ----- ----- 5,493 7,024 Less accumulated depreciation 1,805 2,715 ----- ----- Property and equipment, net $3,688 $4,309 ====== ====== F-9 Depreciation expense was $433,000, $511,000 and $581,000 for 2000, 1999 and 1998, respectively. 3. GOODWILL AND OTHER INTANGIBLES, NET The components of goodwill and other intangibles, net are as follows (in thousands): December 31, 2000 Useful life Cost Accumulated Amortization Net Book Value ----------- ---- ------------------------ -------------- Goodwill 40 year $1,660 $518 $1,142 Goodwill 20 year 7,131 1,567 5,564 Goodwill 3-5 year 335 273 62 Non-compete agreements 3-20 year 2,179 1,823 356 ----- ----- --- $11,305 $4,181 $7,124 ======= ====== ====== December 31, 1999 Useful life Cost Accumulated Amortization Net Book Value ----------- ---- ------------------------ -------------- Goodwill 40 year $1,660 $477 $1,183 Goodwill 20 year 7,123 1,229 5,894 Goodwill 3-5 year 335 196 139 Non-compete agreements 3-20 year 2,179 1,645 534 ----- ----- --- $11,297 $3,547 $7,750 ======= ====== ====== 4. INDEBTEDNESS At December 31, 2000, Morgan had a $7.7 million revolving credit facility ("Credit Facility"), with a $6.7 million letter of credit sub-limit. The Credit Facility bears interest at Morgan's option, on either the applicable Eurodollar Rate Margin or the applicable Base Rate Margin, all of which are adjusted over the term of the Credit Facility. Total borrowings and outstanding letters of credit are limited to qualified trade accounts receivable, qualified in-transit amounts, contractor loans, and qualified investments. The Credit Facility contains financial covenants, the most restrictive of which are a cash flow coverage ratio, interest expense coverage ratio, and minimum net income. At December 31, 2000, the Company had no outstanding debt under its Credit Facility, and $6.6 million of letters of credit were outstanding under the Credit Facility. Letters of credit are required for self-insurance retention reserves and other corporate needs. The Credit Facility matured on January 28, 2001, at which time Morgan had no outstanding debt and $6.6 million outstanding letters of credit. Morgan was in default of the financial covenants, resulting in the bank failing to renew the Credit Facility. As a result of the Credit Facility not being renewed, Morgan has a payment default and the financial institution has the right to demand cash to meet outstanding obligations under the letters of credit. The bank has discretion as to whether to make any loans or issue additional letters of credit for Morgan. Due to the matured credit facility of Morgan, the financial statements of Holding have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Morgan is actively seeking alternative financial institutions to replace the existing Credit Facility as well as seeking additional capital resources. Currently, negotiations are being held with several financial institutions regarding a replacement facility. In connection with these potential replacement facilities, Morgan is anticipating raising equity capital up to $3.0 million. Morgan has engaged in discussions with its principal F-10 shareholder, Interactive, regarding these matters. Based on preliminary discussions, Interactive has expressed interest in providing a portion of the capital support Morgan will require, but no terms have been agreed upon. Morgan expects to seek to raise the equity capital it will require from Interactive, other stockholders, or, if necessary, privately from other sources. Morgan's ability to continue as a going concern is dependent upon its ability to successfully maintain its financing arrangements and to comply with the terms thereof. However, although no assurances can be given, management remains confident that Morgan will be able to continue operating as a going concern. Long-term debt and capital lease obligations of Morgan consisted of the following (in thousands): December 31, 2000 1999 ---- ---- Promissory notes with imputed interest rates from 6.31% to 10.0%, principal and interest payments due from monthly to annually, through June 30, 2002 $242 $837 Term note and capital leases with imputed interest rates of 8.25% to 11.04% with principal and interest payments due monthly through April 26, 2002 46 128 ----- ---- 288 965 Less current portion 217 676 ----- ---- Long-term debt and capital lease obligations, net $ 71 $289 ===== ==== Maturities on long-term debt are $217,000 in 2001 and $71,000 in 2002. 5. LEASES Future minimum annual operating lease payments as of December 31, 2000, are as follows (in thousands): Operating Leases ------ 2001 $641 2002 173 2003 60 2004 11 2005 1 ---- Total minimum lease payments $886 ==== Aggregate expense under operating leases approximated $1,672,000, $2,115,000, and $2,578,000 for 2000, 1999 and 1998, respectively. 6. INCOME TAXES Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The income tax (provisions) benefits are summarized as follows (in thousands): For the Years Ended December 31, 2000 1999 1998 ---- ---- ---- Current: State $ -- $ (98) $ (201) Federal 595 (515) (1,071) ------- ------- ------- 595 (613) (1,272) ------- ------- ------- Deferred: State (448) 68 195 F-11 Federal (2,424) 358 483 ------- ------- ------- (2,872) 426 678 ------- ------- ------- ($2,277) $ (187) $ (594) ======= ======= ======= Deferred tax assets (liabilities) are comprised of the following (in thousands): December 31, 2000 1999 ---- ---- Deferred tax assets: Accrued insurance claims $ 3,323 $ 3,232 Special charges and accrued expenses 367 487 Depreciation 199 163 Other 84 125 ------- ------- 3,973 4,007 Deferred tax liabilities: Prepaid expenses (184) (360) Basis difference in subsidiary stock (744) (918) ------- ------- (928) (1,278) ------- ------- 3,045 2,729 Valuation allowance for deferred tax assets (3,188) -- ------- ------- $ (143) $ 2,729 ======= ======= A reconciliation of the income tax (provisions) benefits and the amounts computed by applying the statutory federal income tax rate to income before income taxes follows (in thousands): For the Years Ended December 31, 2000 1999 1998 ---- ---- ---- Income tax (provision) benefits at federal statutory rate $772 $ (72) $(502) State income (tax) benefit, net of federal tax benefit 44 (20) (48) Changes in estimated state tax rates on beginning temporary differences -- -- 70 Change in Valuation Allowance (3,188) -- -- Other 174 6 (30) Permanent differences (79) (101) (84) ------- ----- ------ $(2,277) $(187) $(594) ======== ====== ====== Net cash payments for income taxes were $181,000, $1,205,000 and $810,000 in 2000, 1999 and 1998, respectively. In assessing the realization of deferred tax assets, Management considers where it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which the temporary differences become deductible. A valuation allowance of $3,188,000 was recorded in 2000 to reduce the deferred tax asset as Morgan has experienced cumulative losses for financial reporting for the last three years. Management considered, in reaching the conclusion on the required valuation allowance, that given the cumulative losses, F-12 combined with the current default on its Credit Facility, that it would be inconsistent to rely on future taxable income to support full realization of the deferred tax assets. Accordingly, the remaining deferred tax assets of $601,000 relates to federal income tax carry-backs available to Morgan. 7. MORGAN'S SHAREHOLDERS' EQUITY Morgan has two classes of common stock outstanding, Class A and Class B. Under the bylaws of the Company: (i) each share of Class A is entitled to one vote and each share of Class B is entitled to two votes; (ii) Class A shareholders are entitled to a dividend ranging from one to two times the dividend declared on Class B stock; (iii) any stock distributions will maintain the same relative percentages outstanding of Class A and Class B; (iv) any liquidation of the Company will be ratably made to Class A and Class B shareholders after satisfaction of the Company's other obligations; and (v) Class B stock is convertible into Class A stock at the discretion of the holder; Class A stock is not convertible into Class B stock. Morgan's Board of Directors has approved the purchase of up to 250,000 shares of Class A Common Stock for its Treasury at various dates and market prices. During the year ended December 31, 2000, the Company did not repurchase any shares under this plan. As of December 31, 2000, 186,618 shares had been repurchased at prices between $6.875 and $11.375 per share for a total of $1,561,000 under this plan. In March 1999, Morgan repurchased 102,528 shares of Class A stock in a Dutch Auction for $985,000, which includes $62,000 of fees and expenses associated with the transaction. In July 1998, Morgan purchased 70,000 shares of Class A stock from a former officer for $637,000 under a special stock purchase approved by the Board of Directors. 8. STOCK OPTION PLAN AND BENEFIT PLAN Morgan has an incentive stock option plan which provides for the granting of incentive or non-qualified stock options to purchase up to 200,000 shares of Class A common stock to directors, officers, and other key employees. No options may be granted under this plan for less than the fair market value of the common stock at the date of the grant. Although the exercise period is determined when options are actually granted, an option shall not be exercised later than ten years and one day after it is granted. Stock options granted will terminate if the grantee's employment terminates prior to exercise for reasons other than retirement, death, or disability. Stock options vest over a four-year period pursuant to the terms of the plan, except for stock options granted to a non-employee director, which are immediately vested. Employees and non-employee directors have been granted non-qualified stock options to purchase 96,375 and 32,000 shares, respectively, of Class A common stock, net of cancellations and shares exercised. There are 63,250 options reserved for future issuance. In January 2000, Morgan's President and Chief Executive Officer entered into a special stock option plan and agreement with Morgan which provides for the granting of options to purchase 120,000 shares of Class A Common Stock in three separate installments. The first installment is for 40,000 shares at an exercise price of $5.625, exercisable 6 months from the date of the agreement. The second installment is for 40,000 shares at an exercise price of $7.625, exercisable 18 months after the date of the agreement. The third installment is for 40,000 shares at an exercise price of $9.625, exercisable 30 months after the date of the agreement. The options granted under this stock option plan and agreement are not granted pursuant to the Incentive Stock Option Plan described above; but they are subject to the same general terms and conditions of the Incentive Stock Option Plan. F-13 A summary of the Company's stock option activity and related information follows: Years Ended December 31, 2000 1999 1998 ---- ---- ---- Weighted Weighted Weighted Average Average Average Options Exercise Options Exercise Options Exercise (000) Price (000) Price (000) Price ----- ----- ----- ----- ----- ----- Outstanding at beginning of year 181 $ 8.23 170 $ 8.28 167 $ 8.32 Granted 120 7.63 11 7.52 23 8.11 Exercised -- -- -- -- (7) 8.25 Canceled (53) 7.79 -- -- (13) 8.59 --- -------- ---- -------- --- -------- Outstanding at end of year 128 $ 8.42 181 $ 8.23 170 $ 8.28 === ======== === ======== === ======== Exercisable at end of year 124 $ 8.41 149 $ 8.31 124 $ 8.42 === ======== === ======== === ======== Exercise prices for options outstanding as of December 31, 2000, ranged from $6.80 to $10.19. The weighted-average remaining contractual life of those options is 4.6 years. The weighted-average fair value of options granted during each year was immaterial. The following pro forma information regarding net income (loss) and net income (loss) per share is required when APB 25 accounting is elected, and was determined as if the Company had accounted for its employee stock options under the fair value method of SFAS No. 123, "Accounting for Stock-Based Compensation." The fair values for these options were estimated at the date of grant using a Black-Scholes option pricing model with the following assumptions: dividend yield of 0.1%; expected life of 10 years; expected volatility of .596 in 2000 and .316 in 1999 and .250 in 1998, and a risk-free interest rate of 6.5% in 2000 and 5.0% in 1999 and 6.0% in 1998. For purposes of pro forma disclosures, the estimated fair values of the options are amortized to expense over the option's vesting periods (in thousands except for per share information): 2000 1999 1998 ---- ---- ---- Net income (loss): As reported $(2,492) $ (3) $ 420 Pro forma $(2,617) (22) 402 Diluted earnings (loss) per share: As reported $(0.82) $0.00 $0.14 Pro forma $(0.86) (0.01) 0.13 During the initial phase-in period, as required by SFAS No. 123, the pro forma amounts were determined based on stock options granted after the 1995 fiscal year only. Therefore, the pro forma amounts for compensation cost may not be indicative of the effects on pro forma net income and pro forma net income per share for future years. Morgan has a 401(k) Savings Plan covering substantially all employees, which matches 25% of the employee contributions up to a designated amount. The Company's contributions to the Plan for 2000, 1999 and 1998 were $18,000, $23,000 and $29,000, respectively. 9. TRANSACTIONS WITH LYNCH INTERACTIVE CORPORATION Interactive allocated $100,000 of expenses for executive, financial and accounting, planning, budgeting, tax, legal, and insurance services to the Company. Additionally, Lynch Interactive charges the Company for officers' and directors' liability insurance, which totaled $20,000 in 2000, and $16,000 in 1999 and 1998. It is anticipated that when the Company becomes an independent public company, administrative expenses will increase by F-14 approximately $.1-.2 million (unaudited) per year as a result of additional financial reporting requirements, stock transfer fees, directors' fees, insurance, compensation and other costs. 10. SEGMENT REPORTING Description of Services by Segment The Company operates in four business segments: manufactured housing, driver outsourcing, specialized outsourcing services, and insurance and finance. The manufactured housing segment primarily provides specialized transportation to companies which produce new manufactured homes and modular homes through a network of terminals located in twenty-eight states. The driver outsourcing segment provides outsourcing transportation primarily to manufacturers of recreational vehicles, commercial trucks, and other specialized vehicles through a network of service centers in six states. The specialized outsourcing services segment consists of a large trailer, travel and small trailer delivery and another Specialized Service "Decking" (discontinued in 2000). The last segment, insurance and finance, provides insurance and financing to the Company's drivers and independent owner-operators. This segment also acts as a cost center whereby all property damage and bodily injury and cargo costs are captured. The Company's segments are strategic business units that offer different services and are managed separately based on the differences in these services. The driver outsourcing segment and the specialized outsourcing services were reported as one segment titled "SOS" in 1998. The year of 1998 has been restated to show corresponding segment information. Measurement of Segment (Loss) Profit and Segment Assets The Company evaluates performance and allocates resources based on several factors, of which the primary financial measure is business segment operating income, defined as earnings before interest, taxes, depreciation and amortization (EBITDA). The accounting policies of the segments are the same as those described in the summary of significant accounting policies (See Note 1). There are no significant intersegment revenues. The following table presents the financial information for the Company's reportable segments for the years ended December 31 (in thousands): 2000 1999 1998 ---- ---- ---- Operating revenues Manufactured Housing $ 70,631 $ 99,491 $ 106,145 Driver Outsourcing 20,939 23,351 19,710 Specialized Outsourcing Services 15,260 21,172 23,064 Insurance and Finance 2,933 3,958 4,072 All Other (3) 148 48 --------- --------- --------- 109,760 148,120 153,039 Total intersegment insurance revenues (1,736) (2,491) (2,585) --------- --------- --------- Total operating revenues $ 108,024 $ 145,629 $ 150,454 ========= ========= ========= Segment (loss) profit - EBITDA Manufactured Housing $ 5,784 $ 10,265 $ 10,836 Driver Outsourcing 1,324 416 115 Specialized Outsourcing Services (140) 469 1,011 Insurance and Finance (6,765) (9,058) (8,358) All Other (1,174) (327) (367) --------- --------- --------- (971) 1,765 3,237 Depreciation and amortization (1,067) (1,215) (1,230) Interest expense (310) (338) (545) Other -- -- 13 --------- --------- --------- (Loss) income before taxes and minority interests $ (2,348) $ 212 $ 1,475 ========= ========= ========= F-15 Identifiable assets Manufactured Housing $ 11,652 $ 17,345 $ 19,146 Driver Outsourcing 4,561 5,438 6,055 Specialized Outsourcing Services 2,078 2,724 3,015 Insurance and Finance 1,433 1,801 1,864 All Other 3,942 5,345 3,689 --------- --------- --------- Total $ 23,666 $ 32,653 $ 33,769 ========= ========= ========= A majority of the Company's accounts receivable are due from companies in the manufactured housing, recreational vehicle, and commercial truck and trailer industries located throughout the United States. Services provided to Oakwood Homes Corporation accounted for approximately $22.5 million, $28.8 million and $31.8 million of revenues in 2000, 1999 and 1998, respectively. The Company's gross accounts receivables from Oakwood were 23% and 16% of total receivables at December 31, 2000 and 1999, respectively. In addition, Fleetwood Enterprises, Inc., accounted for approximately $16.9 million, $23.9 million and $26.0 million, of revenues in 2000, 1999 and 1998, respectively. The Company's gross accounts receivables from Fleetwood were 10% and 17% of total receivables at December 31, 2000 and 1999, respectively. 11. OPERATING COSTS AND EXPENSES (in thousands) 2000 1999 1998 ---- ---- ---- Purchased transportation costs $ 75,411 $101,046 $103,820 Operating supplies and expenses 10,826 13,559 14,092 Claims 5,658 8,633 7,698 Insurance 2,733 3,178 3,375 Operating taxes and licenses 4,924 7,358 7,978 -------- -------- -------- $ 99,552 $133,774 $136,963 ======== ======== ======== Significant Accruals Material components (greater than 5% of total current liabilities) of accrued liabilities are as follows: 12/31/99 % 12/31/00 % -------- -- -------- -- Government Fees $717 4.9 $759 7.0 Workers' Comp 638 4.4 839 7.7 Customer Incentives 1,104 7.6 588 5.4 Other 12,077 83.1 8,689 79.9 --------------------------------------------------------------- Total Current Liabilities $14,536 100.0% $10,875 100.0% Accruals are reviewed and booked monthly. The corresponding expenses are reflected in the Selling, general and administration and Operating costs sections of the Consolidated Statements of Operations. Government fees represent amounts due for fuel taxes, permits and use taxes related to linehaul transportation costs. Workers' compensation represents estimated amounts due claimants related to unsettled claims related to injuries incurred by Company employee-drivers. These claim amounts due are established by Morgan's insurance carrier, Liberty Mutual, on a monthly basis. F-16 Customer incentive liability represents volume discounts ranging from 1% to 7% of revenue earned by certain customers. The customer incentives earned are computed and booked monthly based upon linehaul revenue for that specific customer. The incentives are paid quarterly and are recorded as a charge against Operating revenues in the Consolidated Statements of Operations. 12. COMMITMENTS AND CONTINGENCIES The Company is involved in various legal proceedings and claims that have arisen in the normal course of business for which the Company maintains liability insurance covering amounts in excess of its self-insured retention. Management believes that adequate reserves have been established on its self-insured claims and that their ultimate resolution will not have a material adverse effect on the consolidated financial position, liquidity, or operating results of the Company. The Company leases certain land, buildings, computer equipment, computer software, and motor equipment under non-cancelable operating leases that expire in various years through 2005. Several land and building leases contain monthly renewal options. 13. QUARTERLY RESULTS OF OPERATIONS (Unaudited) The following is a summary of unaudited quarterly results of operations for the years ended December 31, 2000 and 1999 (in thousands, except share data): Three Months Ended March 31 June 30 Sept. 30 Dec. 31 -------- ------- -------- ------- 2000 - ---- Operating revenues $ 27,867 $ 29,961 $ 28,164 $ 22,032 Operating income (loss) (898) 113 178 (1,431) Net income (loss) (292) 8 38 (2,246) Pro Forma Net income (loss) per basic and diluted share $ (0.10) $ 0.00 $ 0.01 $ (0.74) 1999 - ---- Operating revenues $ 35,325 $ 40,270 $ 37,312 $ 32,722 Operating income (loss) 325 436 208 (419) Net income (loss) 51 80 12 (146) Pro Forma Net income (loss) per basic and diluted share $ 0.02 $ 0.03 $ 0.00 $ (0.05) F-17 MORGAN GROUP HOLDING CO. INDEX TO COMBINED INTERIM FINANCIAL STATEMENTS (Unaudited) Combined Interim Financial Statements (unaudited): Page Combined Balance Sheets as of September 30, 2001 and December 31, 2000...................................................F-19 Combined Statements of Operations for the Nine Months Ended September 30, 2001 and 2000.........................................F-20 Combined Statements of Cash Flows for the Nine Months Ended September 30, 2001 and 2000.........................................F-21 Notes to Combined Interim Financial Statements..............................F-22 F-18 Morgan Group Holding Co. Combined Balance Sheets (Dollars in thousand) September 30, December 31, 2001 2000 ---- ---- ASSETS (Unaudited) (Note 1) Current assets: Cash and cash equivalents $ 1,393 $ 2,092 Investments - restricted 2,623 -- Trade accounts receivable, less allowances of $144 in 2001 and $254 in 2000 9,217 7,748 Accounts receivable, other 448 133 Refundable taxes 131 499 Prepaid insurance 2,896 97 Prepaid expenses and other current assets 1,382 1,050 Deferred income taxes 319 319 ------- ------- Total current assets 18,409 11,938 ------- ------- Property and equipment, net 3,477 3,688 Goodwill and other intangibles, net 6,556 7,124 Deferred income taxes 282 282 Other assets 170 634 ------- ------- Total assets $28,894 $23,666 ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Trade accounts payable $ 4,806 $ 2,373 Notes payable, banks 1,369 -- Accrued liabilities 4,489 3,704 Accrued claims payable 3,013 3,224 Refundable deposits 1,154 1,357 Current portion of long-term debt and capital lease obligations 147 217 ------- ------- Total current liabilities 14,978 10,875 ------- ------- Long-term debt and capital lease obligations, less current portion 16 71 Deferred income taxes 744 744 Long-term accrued claims payable 4,821 5,122 Minority interests 2,772 3,193 Equity, investments by and advances from Lynch Interactive Corporation 5,563 3,661 ------- ------- Total liabilities and shareholders' equity $28,894 $23,666 ======= ======= See notes to interim combined financial statements F-19 Morgan Group Holding Co. Combined Statements of Operations (in thousandss) (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, 2001 2000 2001 2000 ---- ---- ---- ---- Operating revenues $ 24,834 $ 28,629 $ 70,954 $ 87,447 Costs and expenses: Operating costs 22,666 26,055 64,306 80,445 Selling, general and administration 2,127 2,160 6,207 6,792 Depreciation and amortization 210 236 688 817 -------- -------- -------- -------- 25,003 28,451 71,201 88,054 Operating (loss) income (169) 178 (247) (607) Interest expense, net 90 77 182 210 -------- -------- -------- -------- Income (loss) before income taxes and minority interest (259) 101 (429) (817) Income tax expense (benefit) -- (32) 255 335 Minority interests 69 (31) 31 236 -------- -------- -------- -------- Net income (loss) $ (190) $ 38 $ (143) $ (246) ======== ======== ======== ======== Net income (loss) per common share: Basic and Diluted $ (0.06) $ 0.01 $ (0.05) $ (0.08) ======== ======== ======== ======== Weighted average shares outstanding (thousands) Basic 3,055 3,055 3,055 3,055 ======== ======== ======== ======== Diluted 3,055 3,055 3,055 3,055 ======== ======== ======== ======== See notes to interim combined financial statements. F-20 Morgan Group Holding Co. Combined Statements of Cash Flows (Dollars in thousands) (Unaudited) Nine Months Ended September 30 2001 2000 ---------- ---------- Operating activities: Net loss $ (143) $ (246) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 688 817 Deferred income taxes -- (42) Loss on disposal of property and equipment 12 60 Minority interests (31) (236) Changes in operating assets and liabilities: Trade accounts receivable (1,469) (652) Other accounts receivable (315) (13) Refundable taxes 368 -- Prepaid insurance (2,799) -- Prepaid expenses and other current assets (332) 429 Other assets 464 229 Trade accounts payable 2,433 (285) Accrued liabilities 785 (481) Income taxes payable -- (565) Accrued claims payable (512) (213) Refundable deposits (203) (195) ------- ------- Net cash used in operating activities (1,054) (1,393) ------- ------- Investing activities: Purchase of restricted investments (2,623) -- Purchases of property and equipment (98) (118) Other (133) 2 ------- ------- Net cash used in investing activities (2,854) (116) ------- ------- Financing activities: Net proceeds from note payable to bank 1,369 -- Principal payments on long-term debt (160) (608) Minority interest transactions -- (54) Investment by and advances (to) from Lynch 2,000 (38) Interactive Corporation ------- ------- Net cash provided by (used in) financing activities 3,209 (700) ------- ------- Net decrease in cash and equivalents (699) (2,209) Cash and cash equivalents at beginning of period 2,092 3,847 ------- ------- Cash and cash equivalents at end of period $ 1,393 $ 1,638 ======= ======= See notes to interim combined financial statements. F-21 Morgan Group Holding Co. Notes to Interim Combined Financial Statements (Unaudited) September 30, 2001 Note 1. Basis of Presentation --------------------- Morgan Group Holding Co. was incorporated in November 2001 to serve as a holding company for Lynch Interactive Corporation's controlling interest in the Morgan Group, Inc. ("Morgan") Interactive intends to spin-off 2,810,035 shares of our common stock through a pro rata distribution ("Spin-Off") to its stockholders. Interactive intends to retain 235,294 shares of our common stock to be distributed in connection with its conversion of a convertible note that has been issued by Interactive. The accompanying combined interim financial statements represents the combination of all of Interactive's interest in Morgan as if the transfer by Interactive to Holding occurred at the beginning of the respective period. At the time of the Spin-Off, Interactive will transfer to Holding $500,000. The accompanying combined interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included for complete financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. The balance sheet at December 31, 2000 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The combined interim financial statements should be read in conjunction with the financial statements, notes thereto and other information included in Holding's combined financial statements for the year ended December 31, 2000 included herein. Net income (loss) per common share ("EPS") is computed using the number of common shares to be issued in connection with the Spin-Off as if such shares were outstanding for all periods presented. The accompanying unaudited combined interim financial statements reflect, in the opinion of management, all adjustments (consisting of normal recurring items) necessary for a fair presentation, in all material respects, of the financial position and results of operations for the periods presented. The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions. Such estimates and assumptions affect the reported amounts of assets and liabilities ~~the~~and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during ~~the~~that reporting period. Actual results could differ from those estimates. ~~The results of operations~~

Recent Accounting Developments

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which amends the guidance in GAAP for the ~~interim periods are not necessarily indicative~~accounting for leases. ASU 2016-02 requires a lessee to recognize assets and liabilities arising from most operating leases in the Consolidated Statement of Financial Condition. The Company adopted this ASU effective January 1, 2019 with no material impact on its financial statements.

In June 2016, the FASB issued ASU 2016-13, Accounting for Financial Instruments - Credit Losses (Topic 326) (“ASU 2016-13”), which requires an organization to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Currently, U.S. GAAP requires an “incurred loss” methodology that delays recognition until it is probable a loss has been incurred. Under ASU 2016-13, the allowance for credit losses must be deducted from the amortized cost of the ~~results~~financial asset to present the net amount expected to be collected. The Consolidated Statement of Operations will reflect the measurement of credit losses for newly recognized financial assets as well as the expected increases or decreases of expected credit losses that have taken place during the period. In November 2019, the FASB issued ASU 2019-10, which deferred the effective date of this guidance for smaller reporting companies for three years. This guidance is effective for the ~~entire year.~~Company on January 1, 2023 and requires a modified retrospective transition method, which will result in a cumulative-effect adjustment in retained earnings upon adoption. Early adoption is permitted. The ~~combined~~Company is currently assessing the potential impact of this new guidance on the Company’s consolidated financial ~~statements include~~statements.

C.	Revenue from Contracts with Customers

The Company records revenue from contracts with customers in accordance with Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“Topic 606”). Under Topic 606, the Company must identify the contract with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue when the Company satisfies a performance obligation.

Significant judgments that affect the amounts and timing of revenue recognition:

The Company’s analysis of the timing of revenue recognition of each revenue stream is based on the provisions of each respective contract. Performance obligations could, however, change from time to time if and when existing contracts are modified or new contracts are entered into. These changes could potentially affect the timing of satisfaction of performance obligations, the determination of the transaction price, and the allocation of the price to performance obligations. In the case of the revenue streams discussed below, the performance obligation is satisfied either at a point in time or over time. The judgments outlined below, where the determination as to these factors is discussed in detail, are continually reviewed and monitored by the Company when new contracts or contract modifications occur. Transaction price is in all instances formulaic and not subject to significant (or any) judgment at the current time.

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The Company’s assessment of the recognition of these revenues is as follows:

Revenue from contracts with customers includes commissions, fees earned from affiliated entities pursuant to research services agreements, underwriting fees and sales manager fees.

Commissions

Brokerage commissions. Acting as agent, the Company buys and sells securities on behalf of its customers. Commissions are charged on the execution of these securities transactions made on behalf of client accounts and are negotiated. The Company recognizes commission revenue when the related securities transactions are executed on trade date. The Company believes that the performance obligation is satisfied on the trade date because that is when the underlying financial instrument or purchaser is identified, the pricing is agreed upon and the risks and rewards of ~~Holding~~ownership have been transferred to/from the customer. Commissions earned are typically collected from the clearing brokers utilized by the Company on a daily or weekly basis.

Commission revenues are impacted by the perceived value of the research product provided to clients, the volume of securities transactions and the acquisition or loss of new client relationships.

Fees earned from affiliated entities pursuant to research services agreements

The Company receives direct payments for research services provided to related parties pursuant to contracts. The contractual fee for the period is fixed and recognized ratably over the contract period, typically a calendar year, which is considered the period over which the Company satisfies its ~~subsidiaries, Morgan Drive Away, Inc.~~performance obligation. Payments for contracts with affiliated parties are collected monthly.

Underwriting fees

Underwriting fees. The Company acts as underwriter in an agent capacity. Revenues are earned from fees arising from these offerings and the terms are set forth in contracts between the underwriters and the issuer. The Company’s underwriting revenue is considered to be conditional revenue because it is subject to reduction to zero once the offsetting syndicate expenses have been quantified by the syndicate manager (i.e., ~~TDI, Inc., Interstate Indemnity~~lead underwriter) and allocated to each underwriter in proportion to their participation in the offering. Revenue recognition is therefore delayed until it is probable that a significant reversal in the amount of revenue recognized will not occur. That is, it is recognized only when uncertainty associated with the syndicate expenses is subsequently resolved and final settlement of syndicate accounts is affected by the syndicate manager. Payment is typically received from the syndicate manager within ninety days after settlement date.

Selling concessions. The Company participates as a member of the selling group of underwritten equity offerings and receives compensation based on the difference between what its customers pay for the securities sold to its institutional clients and what the issuer receives. The terms of the selling concessions are set forth in contracts between the Company and ~~Morgan Finance,~~the underwriter. Revenue is recognized on the trade date (the date on which the Company purchases the securities from the issuer) for the portion the Company is contracted to buy. The Company believes that the trade date is the appropriate point in time to recognize revenue for securities underwriting transactions as there are no significant actions the Company needs to take subsequent to this date, and the issuer obtains the control and benefit of the capital markets offering at this point. Selling concessions earned are typically collected from the clearing brokers utilized by the Company on a daily or weekly basis.

Sales manager fees

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Total revenues from contracts with customers by type were as follows for the years ended December 31, 2019 and 2018:

	2019	2018
Commissions	$5,903,200	$5,349,348
Hard dollar payments	472,875	805,219
	6,376,075	6,154,567
Research services	1,502,500	2,030,000
Underwriting fees	431,114	102,931
Sales manager fees	733,422	15,616
	$9,043,111	$8,303,114

D.	Related Party Transactions

At December 31, 2019 and 2018, the Company had an investment of $6,579,577 and $ 11,276,289, respectively, in The Gabelli U.S. Treasury Money Market Fund advised by Gabelli Funds, LLC, which is an affiliate of the Company. The amount is recorded in cash and cash equivalents in the Consolidated Statements of Financial Condition. Income earned from this investment totaled $175,846 and $157,581 in 2019 and 2018, respectively, and is included in dividends and interest revenues in the Consolidated Statements of Operations.

In 2019 and 2018, the Company earned $4,875,768 and $3,825,998 or approximately, 76% and 62%, respectively, of its commission revenue from transactions executed on behalf of funds advised by Gabelli Funds, LLC., (“Gabelli Funds”) and private wealth management clients advised by GAMCO Asset Management Inc., ~~all~~(“GAMCO Asset”), each affiliates of ~~which are wholly owned. Significant intercompany accounts~~the Company. GAMCO Asset and ~~transactions have been eliminated in consolidation. Certain 2000 amounts have been reclassified to conform~~Gabelli Funds each paid $752,550 and $750,000, to the ~~2001 presentation. F-22~~ Company pursuant to research services agreements (see Note 2. Impairment of Long-Lived Assets and Recent Accounting Pronouncements -------------------------------------------------------------------- As disclosed in the accounting policy note in the audited annual financial statementsC) for the year ended December 31, ~~2000, periodic assessment~~2019 and $1,000,000 and $1,030,000, for the year ended December 31, 2018. Effective February 1, 2019, the Company amended its existing research service agreements, whereby GAMCO Asset and Gabelli Funds shall each pay $62,500 per month for research services provided. These agreements were terminable immediately upon notice. These agreements were terminated on January 1, 2020.

The Company participated as agent in the secondary offerings of the ~~net realizable~~GAMCO Global Gold, Natural Resources & Income Trust (“GGN”). Pursuant to sales agreements between the parties, the Company earned sales manager fees related to this offering of $729,893 and $15,616 during 2019 and 2018, respectively. In connection with the clearance of the GGN transactions the Company collects and pays GGN and has a payable to GGN for $511,108 and $0 as of December 31, 2019 and 2018, respectively, included in payables to affiliates in the Consolidated Statement of Financial Condition. Sales manager fees are separately disclosed in the Consolidated Statements of Operations.

The Company participated in the secondary offerings of the preferred stock of affiliated closed end funds during 2019 and 2018 as participants in the underwriting syndicate and selling groups earning $431,114 and $102,930, respectively.

During 2018, the Company had investments in mutual fund and closed-end funds advised by Gabelli Funds, LLC and GBL stock that were sold during the year. Dividend income earned from these affiliated investments totaled $1,393,132 in 2018, and is included in dividends and interest revenues in the Consolidated Statements of Operations. The Company also recorded related investment losses of $21,332,884 during 2018, which are included in principal transactions in the Consolidated Statements of Operations.

The Company made a non-cash return of capital to AC on December 3, 2018, totaling $85,606,259 in the form of securities with a fair value of ~~its long-lived assets, including intangibles,~~$80,877,637 and ~~evaluation~~a tax receivable settlement of ~~such assets~~$4,728,622. The securities included certain common stocks, closed-end funds and a mutual fund, of which $70,970,347 million were affiliated investments. The Company consequently realized net losses totaling $16,880,403, which are included in the affiliated investment losses of $21,332,884 noted above.

On December 31, 2018, AC paid $3,436,000 to G.research in exchange for ~~impairment are made whenever events~~the remaining 200,000 shares of GBL common stock. The Company realized net losses of $2,332,000 in relation to this exchange, which is included in the affiliated investment losses of $21,332,884 noted above.

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The Company also pays to or ~~changes in circumstances indicate~~receives from AC the ~~carrying~~ amount of ~~the assets may not be recoverable. Impairment is determined to exist if estimated undiscounted future cash flows are less than the carrying amount~~its portion of the intangible asset. Significant negative indicators currently exist for the Company, including, but not limited to, significant revenue declines of 26% in fiscal 2000 and 13% in year-to-date 2001, operating and cash flow losses in those periods and the losscurrent tax expense or benefit as part of a significant customer as of October 1, 2001. As a result, management deemed it appropriate to obtain an independent valuation of the Company's intangible assets to determine if impairment existed as of September 30, 2001. This valuation was done for the current accounting pronouncement relating to goodwill as prescribed by Statements of Financial Accounting Standards No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of (Statement 121) under which the Company has adopted an accounting policy to utilize an undiscounted cash flow approach to estimate any potential impairment. Additionally in July 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards, No. 141, Business Combination (Statement 141), and No. 142, Goodwill and Other Intangible Assets (Statement 142). These Statements change the accounting for business combinations, goodwill, and intangible assets. Under Statement 142, goodwill and indefinite lived intangible assets are no longer amortized but are reviewed for impairment annually or more frequently if impairment indicators arise. Separable intangible assets that are deemed to have definite lives will continue to be amortized over their useful lives. The amortization provisions of Statement 142 apply to both goodwill and intangible assets acquired after June 30, 2001. With respect to goodwill and intangible assets acquired prior to July 1, 2001, companies are required to adopt Statement 142 in their fiscal year beginning after December 15, 2000. Because of the different transition dates for goodwill and intangible assets acquired on or before June 30, 2001 and those acquired after that date, pre-existing goodwill and intangibles will be amortized during this transition period until adoption. New goodwill and indefinite lived intangible assets acquired after June 30, 2001 will be recorded in accordance with the Statement 142 requirements. The Company is required to, and will, adopt Statements 141 and 142 in the third quarter of 2001 excepttax sharing agreement. During 2018, with respect to the ~~provisions~~tax amount resulting from the exchange of ~~Statement 142 relating~~GBL stock, AC paid the Company $814,310.

The Company made a cash return of capital to ~~goodwill and intangibles acquired prior to July 1, 2001. Statements 141 and 142 will be adopted~~AC on June 19, 2019, in the ~~first quarter~~amount of ~~2002 for those assets. Key assumptions utilized in~~$3,300,000. AC made two capital contributions pursuant to the ~~independent valuation are discussed in~~merger between G.research and Morgan Group on October 28, 2019 and November 21, 2019, of $300,000 and $110,889, respectively. See Note I.

The Company pays AC a management fee equal to 20% of the ~~following paragraphs.~~Company’s year-to-date pretax profits before consideration of this fee. In ~~accordance with the requirements of Statement 142,~~2019 and 2018, the Company did not pay a management fee to AC as there were no pretax profits.

AC has ~~identified two reporting units, manufactured housing and drive away,~~a sublease agreement with GBL that ~~contain material intangible assets that are~~currently expires on April 1, 2020, which is subject to ~~impairment analysis. The Company does not maintain or have access~~annual renewal. AC allocates this expense to accurate, supportable and reliable financial data at lower operating levels within these segments which management relies upon in making its operating decisions. The forecasts, valuations and impairment analyses for Statement 142 were made at these two reporting unit levels. Another key assumption is the time frame for which the Company has estimated its cash flows for the projections. The valuation is based on cash flow projected over a five-year period after which time cash flow is normalized and projected to grow at a constant rate. Management believes that five years is the appropriate period to forecast prior to normalized cash flows based on the ~~current industry cycle in manufactured housing and~~percentage of square footage occupied by the ~~Company's long term market strategy. The Company is projecting, and~~Company’s employees (including pro rata allocation of common space). Pursuant to the valuation analysis assumes, net earnings in all periods from 2002 to 2006. For the valuation, we projected average net earnings in the periods from 2002 to F-23 2006 of $799,000 for the manufactured housing unit and $230,000 for the drive away unit. Management believes the projected period and earnings are appropriate for the valuation based on historical operating results, the current state of the manufactured housing industry, the Company's business model and long-term market strategy. The valuation uses a discount rate of 15.5% which is the estimated rate of return expected by an investor considering the perceived investment risk. The discount rate reflects a risk-free rate of return and industry adjusted equity premium, a premium for small size and the industry's level of leverage. The capitalization rate of 8.4 was derived from the discount rate and the long-term growth rate. The projections also assumed future capital expenditures of approximately $170,000 to $280,000 per year for each of the forecasted years 2002 through 2006. Actual capital expenditures incurred in the previous five years were significantly higher than these projections. The Company's business model and strategy for the future is not asset intensivesublease, AC and the Company ~~has no plans to acquire significant transportation equipment, real estate or other business property. Capital expenditures~~shall pay a monthly fixed lease amount for the ~~first nine months of 2001 have been approximately $100,000. Management believes that future capital expenditures used in~~twelve-month contractual period. For the ~~projections~~years ended December 31, 2019 and 2018, the Company paid $321,975 and $314,691, respectively, under the sublease agreement. These amounts are appropriate to carry out the Company's strategic plan. The independent valuation based upon the Company's estimated future cash flow concluded that currently there is no impairment of the Company's intangible assets under Statement 121 as of September 30, 2001. However, there is a projected impairment under Statement 142 of approximately $300,000 to $500,000 for intangible assets in the manufactured housing divisionincluded within occupancy and approximately $25,000 to $100,000 for intangible assets in the drive away division. These intangible asset impairments will be required to be recorded on January 1, 2002, when Statement 142 is adopted for those assets. The Company will be required to perform an updated analysis under Statement 142 as of January 1, 2002. There can be no assurance at this time that the projections or any of the key assumptions will remain the same as business conditions may dictate significant changes in either the estimated cash flows, or any of the other key assumptions. The Company will update the analysis of intangible asset impairment on at least an annual basis as required by Statement 142 as long as material goodwill existsequipment expenses on the balance sheet. Note 3. Notes Payable, Banks -------------------- Credit Facility --------------- On July 27, 2001, Morgan obtained a new three-year $12.5 million Credit Facility. Consolidated Statements of Operations.

E.	Fair Value

The ~~Credit Facility will be used for working capital purposes~~following tables present information about the Company’s assets and to post letters of credit for insurance contracts. As of September 30, 2001, Morgan had outstanding borrowings of $.9 million and $7.6 million outstanding letters of credit. Borrowings bear interestliabilities by major category measured at a rate per annum equal to either Bank of New York Alternate Base Rate ("ABR") plus one-half percent or, at the option of Morgan, absent an event of default, the one month London Interbank Offered Rate ("LIBOR") as published in The Wall Street Journal, averaged monthly, plus three percent. Borrowings and posted letters of credit on the Credit Facility are limited to a borrowing base calculation that includes 85% of eligible receivables and 95% of eligible investments, and are subject to certain financial covenants including minimum tangible net worth, maximum funded debt, minimum fixed interest coverage and maximum capital expenditures. The facility is secured by accounts receivable, investments, inventory, equipment and general intangibles. The facility may be prepaid anytime with prepayment being subject to a 3%, .75% and .25% prepayment penalty during year 1, 2 and 3, respectively. The prior Credit Facility matured on January 28, 2001, at which time Morgan had no outstanding F-24 debt and $6.6 million outstanding letters of credit. Morgan was in default of the financial covenants, resulting in the bank failing to renew the prior Credit Facility and, as a result, Morgan had a payment default. Real Estate Loan ---------------- On July 31, 2001, Morgan closedfair value on a new real estate mortgage for $500,000 that is secured by Morgan's land and buildings in Elkhart, Indiana. The loan will be used for short-term working capital purposes. The mortgage bears interest at prime rate plus 0.75%, and is for a six-month term with outstanding principal due on February 1, 2002. The loan may be prepaid at any time with no penalties, and is subject to the same covenants as the Credit Facility. Morgan's application for additional capacity under this facility is under consideration. Note 4. Credit Risk ----------- With the downturn in the national economy, management is continually reviewing credit worthiness of its customers and taking appropriate steps to ensure the quality of the receivables. As of September 30, 2001, 35% of the open trade accounts receivable was with five customers of which over 97% was within 60 days of invoice. In total, 96% of the open trade receivables are also within 60 days of invoice. Effective October 1, 2001, Morgan will no longer be the primary carrier for its largest customer, Oakwood Homes Corporation. The Company has reduced the Oakwood open accounts receivable from $1,776,000recurring basis as of December 31, ~~2000,~~2019 and 2018 and indicates the fair value hierarchy of the valuation techniques utilized by the Company to ~~$792,000 and $579,000~~determine such fair value:

Assets Measured at Fair Value on a Recurring Basis as of ~~September 30, 2001,~~December 31, 2019:

	December 31, 2019
Assets	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
Cash equivalents	$6,579,577	$—	$—	$6,579,577
Total assets at fair value	$6,579,577	$—	$—	$6,579,577

There were no transfers between any Levels during the year ended December 31, 2019.

Assets Measured at Fair Value on a Recurring Basis as of December 31, 2018:

	December 31, 2018
Assets	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
Cash equivalents	$11,276,869	$—	$—	$11,276,869
Total assets at fair value	$11,276,869	$—	$—	$11,276,869

There were no transfers between any Levels during the year ended December 31, 2018.

F.	Retirement Plan

The Company participates in Associated Capital’s incentive savings plan (the “Plan”), covering substantially all employees. Company contributions to the Plan are determined annually by management of the Company and AC’s Board of Directors but may not exceed the amount permitted as a deductible expense under the Internal Revenue Code. Amounts expensed for allocated contributions to this Plan amounted to approximately $17,746 and $6,919 in 2019 and 2018, respectively, and are recorded as compensation and related costs in the Consolidated Statements of Operations.

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G.	Income Taxes

Through October 31, ~~2001, respectively. At this time, Company management believes~~2019, Morgan Group Holding Co. filed its Federal and state tax returns on a standalone basis. Additionally, as a result of the ~~receivable is fully collectible. Note 5. Stockholders' Equity -------------------- Capital Infusion On July 12, 2001,~~Merger, operations of Morgan Group Holding ~~received a $2 million capital infusion from its majority stockholder Lynch Interactive Corporation, which was invested in Morgan increasing Holding's ownership position~~Co. for the period November 1, 2019 to December 31, 2019 were included in the ~~Company from 55.6% to 68.5%. Proceeds from the transaction are invested in~~consolidated U.S. ~~Treasury backed instruments~~Federal and ~~are pledged as collateral for Morgan's Credit Facility. Note 6. Income Taxes ------------ Holding does not file consolidated~~certain state and local income tax returns ~~with Morgan~~of AC. For the years ended December 31, 2018 and 2019, the operations of G.research were included in the consolidated U.S. Federal and certain state and local income tax returns of AC. The Company’s federal and certain state and local income taxes are calculated as if the Company filed on a separate return basis, and the amount of current tax or benefit is either remitted to or received from AC using a benefits for loss approach such that net operating loss (or other tax attribute) is characterized as realized by the Company when those tax attributes are utilized in the consolidated tax return of AC. This is the case even if the Company would not otherwise have realized those tax attributes.

Income tax benefit for the years ending December 31 consisted of:

	2018	2018
Federal:
Current	$(707,040)	$(4,689,749)
Deferred	215,992	(754,514)
State and local:
Current	(63,942)	(456,626)
Deferred	54,087	(202,040)
Total	$(500,903)	$(6,102,929)

A reconciliation of the federal ~~or state basis. In assessing~~statutory rate to the ~~realization~~effective tax rate for the years ended December 31 is set forth below:

	2019	2018
Statutory Federal income tax rate	21.0%	21.0%
State income tax, net of Federal benefit	-2.18%	2.21%
State Valuation Allowance	3.16%	-0.24%
Federal Valuation Allowance	0.20%	-0.04%
Dividends Received Deductions	0.00%	0.32%
Other	-1.33%	-0.13%
Effective income tax rate	20.85%	23.12%

Significant components of our deferred tax assets ~~Management considers whether~~and liabilities as of December 31, 2019 and 2018 are as follows:

	2019	2018
Deferred tax assets:
Federal and State NOL Carryforward	174,590	229,095
Stock-based Compensation	—	30,096
Compensation	—	266,820
Other	5,359	33,952
Total Gross DTA	179,949	559,963
Less: Valuation Allowance	(174,590)	(275,522)
Total Deferred Tax Assets	5,359	284,441
Deferred tax liabilities:
Stock Based Compensation	(2,349)	—
Deferred State Income Tax	(80)	(11,432)
	(2,429)	(11,432)
Net deferred tax assets	2,930	273,009

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In accordance to the Code 382 of the Internal Revenue Code corporations are generally required to limit the amount of its income in future years that can be offset by historic losses, i.e., net operating loss (NOL) carryforwards and certain built-in losses, after a corporation has undergone an ownership change. As a result of the Company’s equity financings in recent years, the Company underwent changes in ownership pursuant to the provisions of the IRC Section 382, therefore, annual use of any of the Company’s net operating loss carry forwards may be limited if cumulative changes in ownership of more than 50% occur during any three-year period.

At December 31, 2019 and 2018, for Federal and for certain states in which the Company files separate tax returns, the Company recorded deferred tax assets of approximately $174,590 and $229,095, respectively, relating to net operating losses. The Company concluded that it is not more likely than not that ~~some portion or all~~the benefit from federal net operating loss and these separate state net operating loss carryforwards will be realized and has provided a valuation allowance for the full amount of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which the temporary differences become deductible. A valuation allowance of $3.2 million was recorded in 2000 to reduce the deferred tax assets, as Morgan has experienced cumulative losses for financial reporting for the last three years. Management considered, in reaching the conclusion on the required valuation allowance, given the cumulative losses, that it would be inconsistent with applicable accounting rules to rely on future taxable income to support full realization of therelated deferred tax assets. ~~Accordingly,~~

As of December 31, 2019, the ~~remaining deferred~~Company is not aware of any potentially material uncertain tax ~~assets~~positions that were not included in the Company’s financial statements. The Company, which includes G. research, LLC and is part of the AC’s unitary filing group, is not under any tax examination as of December 31, 2019. The Company has filed most of its 2018 corporate income tax returns in states where they have determined a filing obligation exists. The Company continues to work on filing tax returns in certain states and intends to complete these filings by first quarter 2020. The Company believes there are no uncertain tax positions (“UTPs”) as it relates to their federal and state filings, and as such has not recorded any tax expense related to UTPs.

As of December 31, 2018, the Company’s gross unrecognized tax benefits which relate to ~~federal~~uncertain tax positions were $5,688 of which $4,494, if recognized, would affect the Company’s effective tax rate. The Company continues to recognize both interest and penalties with respect to unrecognized tax benefits as income tax ~~carry backs available to Morgan. Note 7. Segment Reporting ----------------- Description of Services by Segment ----------------------------------~~expense. The Company ~~operates~~had accrued a liability of $3,071 for interest and penalties as of December 31, 2018.

As of December 31, 2019 and 2018, management has not identified any potential subsequent events that could have a significant impact on unrecognized tax benefits within the next twelve months. The Company remains subject to income tax examination by the IRS for years 2016 and 2018 and state examinations for years after 2012.

H.	Earnings per Share

Basic earnings per share is computed by dividing net income/(loss) attributable to shareholders by the weighted average number of shares outstanding during the period.

There were no dilutive shares outstanding during the periods.

The computations of basic and diluted net loss per share are as follows (in thousands, except per share data):

	For the Years Ending December 31,
	2019	2018
Basic:
Net loss attributable to shareholders	$(1,906,592)	$(20,292,903)
Weighted average shares outstanding	55,733,800	54,542,617

Basic net loss attributable per share	$(0.03)	$(0.37)
Diluted:
Net loss attributable to shareholders	$(1,906,592)	$(20,292,903)
Weighted average share outstanding	55,733,800	54,542,617
Diluted net loss per share	$(0.03)	$(0.37)

Equity

On March 19, 2018 the Company sold in ~~four~~a private placement to LICT, 1,500,000 of its shares common stock for $180,000, or $0.12 per share.

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G.research returned capital to AC on December 3, 2018 totaling $85,606,259 in the form of securities with a fair value of $80,877,637 and a tax receivable settlement of $4,728,622.

In the normal course of business, ~~segments: Manufactured Housing, Driver Outsourcing, Specialized Outsourcing Services,~~G.research made cash return of capital to AC on June 19, 2019 in the amount of $3,300,000.

In conjunction with the Merger on October 31, 2019, AC made two capital contributions to the Company on October 28, 2019 and ~~Insurance~~November 21, 2019 of $300,000 and ~~Finance.~~$110,889, respectively.

In conjunction with the Merger on October 31, 2019, the Company issued 50,000,000 shares of common stock to AC. The ~~Manufactured Housing~~ ~~segment primarily provides specialized transportation~~common stock, additional paid in capital, earnings per share and accumulated deficit amounts in these consolidated financial statements for the period prior to ~~companies,~~the Merger have been restated to reflect the recapitalization in accordance with the shares issued as a result of the Merger.

See Note D Related Party Transactions for detail.

J.	Guarantees, Contingencies, and Commitments

The Company has agreed to indemnify its clearing brokers for losses they may sustain from the customer accounts that trade on margin introduced by the Company. At December 31, 2019 and 2018, the total amount of customer balances subject to indemnification (i.e., unsecured margin debits) was immaterial. The Company also has entered into arrangements with various other third parties, many of which ~~produce new manufactured homes~~provide for indemnification of the third parties against losses, costs, claims and ~~modular homes~~liabilities arising from the performance of the Company’s obligations under the agreements. The Company has had no claims or payments pursuant to these or prior agreements, and management believes the likelihood of a claim being made is remote, and therefore, an accrual has not been made in the financial statements.

From time to time, the Company is named in legal actions and proceedings. These actions may seek substantial or indeterminate compensatory as well as punitive damages or injunctive relief. The Company is also subject to governmental or regulatory examinations or investigations. The examinations or investigations could result in adverse judgments, settlements, fines, injunctions, restitutions or other relief. The Company cannot predict the ultimate outcome of such matters. The financial statements include the necessary provisions for losses that the Company believes are probable and estimable. Furthermore, the Company evaluates whether losses exist which may be reasonably possible and, if material, makes the necessary disclosures. Such amounts, both those that are probable and those that are reasonably possible, are not considered material to the Company’s financial condition, operations or cash flows.

K.	Net Capital Requirements

As a registered broker-dealer, G.research is subject to the SEC Uniform Net Capital Rule 15c3-1 (the “Rule”), which specifies, among other requirements, minimum net capital requirements for registered broker-dealers. G.research computes its net capital under the alternative method as permitted by the Rule, which requires that minimum net capital be the greater of $250,000 or 2% of the aggregate debit items in the reserve formula for those broker-dealers subject to Rule 15c3-3. G.research is exempt from Rule 15c3-3 pursuant to paragraph (k)(2)(ii) of that rule which exempts all customer transactions cleared through another broker-dealer on a ~~network~~fully disclosed basis. In addition, our assets at the clearing broker-dealer are treated as allowable assets for net capital purposes as we have in place PAIB agreements pursuant to Rule 15c3-3. These requirements also provide that equity capital may not be withdrawn, advances to affiliates may not be made or cash dividends paid if certain minimum net capital requirements are not met. G.research had net capital, as defined, of ~~terminals located in twenty-eight states.~~ $4,618,033 and $9,093,349, exceeding the required amount of $250,000 by $4,368,033 and $8,843,349 at December 31, 2019 and 2018, respectively.

L.	Subsequent Events

The ~~Driver Outsourcing segment provides outsourcing transportation primarily~~agreements between G.research and GAMCO and its affiliates to ~~manufacturers~~provide institutional research services were terminated effective January 1, 2020.

On March 14, 2020, the Associated Capital Group Board of ~~recreational vehicles, commercial trucks,~~Directors authorized the spin-off of Morgan Group to AC shareholders. AC will distribute to its shareholders on a pro rata basis the 50,000,000 shares of Morgan that AC owns following regulatory approval.

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In light of the dynamics created by COVID-19 and ~~other specialized vehicles through a network of service centers in six states. The Specialized Outsourcing Services segment consists of large trailer,~~its impact on the global supply chain and banks, oil, travel and ~~small trailer delivery.~~leisure, we anticipate lower transaction volumes from our institutional clients. Our order execution services are operating remotely. The ~~last segment, Insurance and Finance, provides insurance and financing~~sponsored conferences are taking place as planned using virtual service providers. While at the present time, the Company is unable to estimate the ~~Company's drivers and independent owner-operators. This segment also acts as~~potential impact of the virus on its financial condition, a cost center whereby all property damage, bodily injury and cargo costs are captured. The Company's segments are strategic business units that offer different services and are managed separately basedsignificant prolonged disruption in the financial markets leading to materially lower trading activity of the Company’s clients would have a material adverse effect on the ~~differences in these services. Measurement of Segment (Loss) Income ------------------------------------ The Company evaluates performance~~Company’s revenue. We will continue to monitor the virus’ impact on our customers, clients and ~~allocates resources based on several factors, of which the primary~~ financial measure is business segment operating income, defined as earnings before interest, taxes, depreciation and amortization (EBITDA). The accounting policies of the segments are the same as those described in the Company's annual financial statements. F-26 The following table presents the financial information for the Company's reportable segments for the three and nine-month periods ended September 30, (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2001 2000 2001 2000 -------------------- --------------------- Operating revenues Manufactured Housing $ 13,947 $ 18,730 $ 39,411 $ 56,931 Driver Outsourcing 4,532 5,152 13,759 16,584 Specialized Outsourcing Services 5,728 4,023 15,831 11,662 Insurance and Finance 627 724 1,953 2,273 All Other -- -- -- (3) -------- -------- -------- -------- Total operating revenues $ 24,834 $ 28,629 $ 70,954 $ 87,447 ======== ======== ======== ======== Segment profit - EBITDA Manufactured Housing $ 1,146 $ 1,716 $ 3,266 $ 5,354 Driver Outsourcing 283 194 1,003 1,100 Specialized Outsourcing Services 400 82 747 (37) Insurance and Finance (1,879) (1,471) (4,012) (5,435) All Other 91 (107) (563) (772) -------- -------- -------- -------- 41 414 441 210 Depreciation and amortization (210) (236) (688) (817) Interest expense (90) (77) (182) (210) -------- -------- -------- -------- (Loss) income before taxes and minority interests $ (259) $ 101 $ (429) $ (817) ======== ======== ======== ======== F-27 results.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS ~~ITEM 13 Other Expenses of Issuance and Distribution. - ------- -------------------------------------------~~

Item 13.

Other Expenses of Issuance and Distribution.

The following table sets forth ~~the various~~an itemization of all estimated expenses ~~(other than underwriting discounts and commissions) which we will pay~~ in connection with the issuance and distribution of the securities ~~being~~to be registered. ~~With the exception~~All of the ~~Securities and Exchange Commission~~fees set forth below are estimates except for the SEC registration fee ~~all amounts shown are estimates.~~and transfer and distribution agent fees and expenses:

Item			Amount
Registration Statement filing fee			$1,103.30
Accountants fees and expenses			*
Legal fees and expenses			*
Printing			*
Transfer and distribution agent fees and expenses			$8,000
Miscellaneous			*
Total			$*

*	To be furnished by amendment.

Item 14.

Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law authorizes a corporation’s board of directors to grant indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities and Exchange Commission Registration Fee $ 1,395.93 Blue Sky Fees and Expenses 5,000.00 Printing and Engraving 10,000.00 Accounting Fees and Expenses 20,000.00 Legal Fees and Expenses 100,000.00 Miscellaneous Expenses 15,000.00 ---------------- Total $ 151,395.93 ITEM 14 IndemnificationAct of ~~Directors and Officers - ------- -----------------------------------------~~ 1933, as amended.

As permitted by the Delaware General Corporation Law, our ~~certificate of incorporation limits~~by-laws include provisions that (i) eliminate, to the fullest extent permitted by the Delaware General Corporation Law, the personal liability of our directors for monetary damages for breach of fiduciary duty as a director, and (ii) require us to advance expenses, as incurred, to our directors and officers ~~for breaches of their fiduciary duties. Liability is not eliminated for o any breach of~~in connection with a legal proceeding to the duty of loyalty to us or our stockholders, o acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, o unlawful payment of dividends or stock purchases or redemptions pursuant to Section 174 offullest extent permitted by the Delaware General Corporation Law, ~~or o any transaction from which~~subject to certain very limited exceptions.

As permitted by the ~~director derived an improper personal benefit. Our~~Delaware General Corporation Law, our by-laws provide that (i) we ~~shall~~are required to indemnify our directors and officers to the fullest extent permitted by the Delaware General Corporation Law, (ii) we may indemnify any other person ~~who was~~as set forth in the Delaware General Corporation Law, and (iii) the rights conferred in the bylaws are not exclusive.

We have also obtained officers’ and directors’ liability insurance that insures against liabilities that our officers and directors, in such capacities, may incur.

We also have agreements with each director and officer to provide indemnification to the extent permitted under Delaware law.

Associated Capital Group, Inc. carries directors’ and officers’ liability insurance which covers acts and omissions of our directors and officers and those of our controlled subsidiaries. The policy has a covering limit of $10.0 million in each policy year.

Item 15.

Recent Sales of Unregistered Securities.

Within the past three years, the registrant sold the following securities which were not registered under the Securities Act: On March 19, 2018 the Company sold in a private placement to LICT, 1,500,000 of its shares Common Stock for $180,000, or ~~is a party or is threatened~~$0.12 per share.

On October 31, 2019, the Company issued 50,000,000 shares of our Common Stock to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he is or was a director, officer, employee or an agent of ours or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by himInstitutional Services Holdings, LLC in connection with the ~~defense or settlement~~acquisition of ~~such action, suit or proceeding,~~G.research, LLC.

On October 31, 2019, immediately prior to the fullest extent and in the manner set forth in and permitted by Delaware law, as from time to time in effect, and any other applicable law, as from time to time in effect. Such right of indemnification is not be deemed exclusive of any other rights to which such director, officer, employee or agent and shall inure to the benefitclosing of the ~~heirs, executors~~acquisition, issued and ~~administrators~~sold 5,150,000 shares of ~~each such person. ITEM 15 Recent Sales~~our Common Stock to our management at $0.10 per share for total proceeds of ~~Unregistered Securities - ------- --------------------------------------- Not Applicable ITEM 16 Exhibits~~$515,000.

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The foregoing shares of our Common Stock were offered and Financial Statement Schedules - ------- ------------------------------------------ 1. Exhibits: Exhibit - ------- Number Description - ------ ----------- *3.1 Certificatesold in reliance upon the exemption provided by Section 4(a)(2) of ~~Incorporation of the Company *3.2 By-laws of the Company *5.1 Legality Opinion II-1~~ 10.1 Spin-Off Agreement, dated November __, by and between Lynch Interactive Corporation and Morgan Group Holding Co. *23.1 Consent of Ernst & Young LLP 23.2 Consent of Olshan Grundman Frome Rosenzweig & Wolosky LLP (contained in Exhibit 5.1) *24 Power-of-Attorney dated November 21, 2001 - ----------------- * Filed herewith ITEM 28 Undertakings. - ------- ------------ Insofar as indemnification for liabilities arising under the Securities Act of 1933, as ~~amended, may be permitted~~amended.

Item 16.

Exhibits and Financial Statement Schedules.

(a)

Exhibits

See the Exhibit Index immediately preceding the signature page hereto, which is incorporated by reference as if fully set forth herein.

(b)	Financial Statement Schedules

No financial statement schedules are provided because the information called for is not required or is shown either in our ~~directors, officers, and controlling persons,~~consolidated financial statements or notes thereto.

Item 17.

Undertakings.

(a)

(1) The undersigned registrant hereby undertakes to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)

The undersigned registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)	The undersigned registrant hereby undertakes to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)	Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§ 230.424 of this chapter);

(ii)	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)	Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b)	Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or

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otherwise, the ~~foregoing provisions, or otherwise, we have~~registrant has been advised that in the opinion of the Securities and Exchange Commission ~~that this sort of~~such indemnification is against public policy as expressed in the Securities Act of 1933 ~~as amended,~~ and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(c)	The undersigned registrant hereby undertakes that:

(1)

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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EXHIBIT INDEX

Exhibit Number			Exhibit Description
3.1			Certificate of Incorporation of Morgan Group Holding Co. (Incorporated by reference to Exhibit 3.1 to the Company’s Form 10-K for the fiscal year ended December 31, 2018, filed with the Securities and Exchange Commission on February 26, 2019).

3.2			Certificate of Amendment of Certificate of Incorporation of Morgan Group Holding Co., as filed on July 15, 2019 with the State of Delaware.

3 .3			By-Laws of Morgan Group Holding Co. (Incorporated by reference to Exhibit 3.2 to the Company’s Form 10-K for the fiscal year ended December 31, 2018, filed with the Securities and Exchange Commission on February 26, 2019).

5.1*			Opinion of Paul Hastings LLP.

10.1			Agreement and Plan of Merger, dated as of October 31, 2019, by and among Morgan Group Holding Co., G.R. acquisition, LLC, G.research, LLC, Institutional Services Holdings, LLC and Associated Capital Group, Inc. (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Morgan Group Holding Co. filed with the Securities and Exchange Commission on November 6, 2019).

10.2			Securities Purchase Agreement, dated as of October 31, 2019, by and among Morgan Group Holding Co. and the investors signatory thereto (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Morgan Group Holding Co. filed with the Securities and Exchange Commission on November 6, 2019).

10.3			Amended and Restated Expense Sharing Agreement, dated as of November 23, 2016, between G.research, LLC and GAMCO Investors, Inc. (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Morgan Group Holding Co. filed with the Securities and Exchange Commission on November 6, 2019).

10.4			Amended and Restated Expense Sharing Agreement, dated as of November 23, 2016, between G.research, LLC and Gabelli & Company Investment Advisers, Inc. (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Morgan Group Holding Co. filed with the Securities and Exchange Commission on November 6, 2019).

10.5			Expense Sharing Agreement, dated as of November 23, 2016, between G.research, LLC and Associated Capital Group, Inc. (Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Morgan Group Holding Co. filed with the Securities and Exchange Commission on November 6, 2019).

10.6			License Agreement, dated as of October 31, 2019, between G.research, LLC and GAMCO Investors, Inc. (Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K of Morgan Group Holding Co. filed with the Securities and Exchange Commission on November 6, 2019).

21.1			List of subsidiaries of Morgan Group Holding Co. (Incorporated by reference to Exhibit 21.1 to the Annual Report on Form 10-K of Morgan Group Holding Co. filed with the Securities and Exchange Commission on April 2, 2020).

23.1			Consent of Deloitte & Touche, LLP.

23.2*			Consent of Paul Hastings LLP (included as part of Exhibit 5.1).

24.1			Powers of Attorney (included on signature page of this Registration Statement on Form S-1).

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Exhibit Number			Exhibit Description
101.INS			XBRL Instance Document.

101.SCH			XBRL Taxonomy Extension Schema Document.

101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF			XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB			XBRL Taxonomy Extension Label Linkbase Document.

101.PRE			XBRL Taxonomy Extension Presentation Linkbase Document.

*	To be filed by amendment.

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SIGNATURES

Pursuant to the requirements of the Securities Act, ~~of 1933, we certify that we have reasonable grounds to believe that this registration statement meets all of~~ the ~~requirements for filing on Form S-1 and have~~registrant has duly caused this registration statement to be signed on ~~our~~its behalf by the undersigned, thereunto duly authorized, in the ~~City~~city of Rye, State of New York, on the 21st day of November, 2001. MORGAN GROUP HOLDING CO. By: /s/ Mario J. Gabelli -------------------- Mario J. Gabelli Chief Executive Officer II-2 May 26, 2020.

POWER OF ATTORNEY ~~KNOW~~

KNOWN ALL ~~PERSONS~~MEN BY THESE PRESENTS, that each person whose signature appears below ~~hereby~~ constitutes and appoints ~~Robert E. Dolan, Director,~~Vincent M. Amabile, Jr. and ~~John Fikre, Director,~~Joseph L. Fernandez, and each of them, ~~individually, as~~with full power to act without the other, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, ~~in connection with this Registration Statement, including~~ to sign ~~and file in the name and on behalf of the undersigned as director~~any or ~~officer of the Registrant (i) any and~~ all amendments ~~or supplements~~ (including ~~any and all stickers and~~ post-effective amendments) and supplements to this ~~Registration Statement, with all exhibits thereto, and other documents in connection therewith, and (ii) any and all additional~~ registration ~~statements,~~statement and any ~~and all amendments thereto, relating~~registration statement related to the same offering ~~of securities~~ as ~~those that are covered by~~ this ~~Registration Statement that are~~registration statement filed pursuant to Rule 462(b) ~~promulgated~~ under the Securities Act of 1933, as amended, and to file the same with all exhibits thereto and all documents in connection therewith with the Securities and Exchange Commission, ~~and any applicable securities exchange or securities self-regulatory body,~~ granting unto said attorneys-in-fact and agents ~~and~~of each of them, full power and authority to do and perform each and every act and thing requisite orand necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

Pursuant to the requirements of the Securities Act of 1933, as amended, this ~~Registration Statement~~registration statement has been signed below by the following persons in the capacities and on the dates indicated: Signature Title Date - --------- ----- ---- /s/ Mario Gabelli - ----------------- Mario J. Gabelli Chief Executive Offer and Director November 21, 2001 /s/ Robert E. Dolan - ------------------- Robert E. Dolan Chief Financial Officer and Director November 21, 2001 /s/ John Fikre - -------------- John Fikre Vice President, Secretary and Director November 21, 2001

Signature	Title	Date
/s/ Vincent M. Amabile, Jr.	Chairman and Chief Executive Officer (Principal Executive Officer)	May 26, 2020
Vincent M. Amabile, Jr.

/s/ Joseph L. Fernandez	Director and Executive Vice President-Finance (Principal Financial Officer and Principal Accounting Officer)	May 26, 2020
Joseph L. Fernandez

/s/ Stephen J. Moore	Director	May 26, 2020
Stephen J. Moore

MORGAN GROUP HOLDING CO.

/s/ Joseph L. Fernandez

Joseph L. Fernandez

Executive Vice President-Finance

Dated: May 26, 2020