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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 20, 2024
FUNDAMENTAL
GLOBAL INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
001-36366 |
|
46-1119100 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
Number) |
108
Gateway Blvd, Suite 204
Mooresville,
NC |
|
28117 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (847) 773-1665
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Ticker
symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, $0.001 par value per share |
|
FGF |
|
The
Nasdaq Stock Market LLC |
|
|
|
|
|
8.00%
Cumulative Preferred Stock, Series A, $25.00 par value per share |
|
FGFPP |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Item
2.02 Results of Operations and Financial Condition
On
May 20, 2024, Fundamental Global Inc. announced its first quarter 2024 financial results. Attached as Exhibit 99.1 is a copy of
the press release.
As
provided in General Instruction B.2 of Form 8-K, the information in this Item 2.02 and Exhibit 99.1 are “furnished” and shall
not be deemed to be “`filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liability of such section nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation
language in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
FUNDAMENTAL
GLOBAL INC. |
|
|
|
Date:
May 20, 2024 |
By: |
/s/
Mark D. Roberson |
|
Name: |
Mark
D. Roberson |
|
Title: |
Chief
Financial Officer |
Exhibit 99.1
![](https://www.sec.gov/Archives/edgar/data/1591890/000149315224020547/image_001.jpg)
Fundamental
Global Inc. Reports First Quarter 2024 Financial Results
Mooresville,
NC – May 20, 2024 - Fundamental Global Inc. (Nasdaq: FGF, FGFPP) (the “Company” or “Fundamental
Global”), formerly known as FG Financial Group, Inc. (“FG Financial”), today announced results for the first
quarter ended March 31, 2024. As previously announced, FG Financial and FG Group Holdings Inc. (“FG Group Holdings”)
completed their merger (the “Merger”) as of February 29, 2024, whereby FG Group Holdings merged with and into FG Group
LLC, a wholly owned subsidiary of the Company. In connection with the merger, the Company was renamed Fundamental Global Inc.
Kyle
Cerminara, Chairman and CEO of Fundamental Global, commented, “We are pleased to report our first quarter as a combined company
following the merger of FG Group Holdings and FG Financial Group. With the completion of the merger and transition well underway, our
goal is to simplify all of our operations, reduce public company costs and focus our efforts on accelerating growth in select scalable
and high ROIC businesses. In April, we announced the sale of our Digital Ignition business in Georgia which reduces debt, increases cash
and decreases overhead costs. Also in April we announced the planned combination of Strong/MDI Screen Systems with FG Acquisition Corp.,
which will form a Saltire Inc as new investment platform in Canada and potentially unlock and grow the value of our investment in Strong/MDI.
We are continuing to focus on ways to reduce costs, streamline and focus our efforts on shareholder returns.”
Select
2024 First Quarter Highlights
Note:
The financial results for the first quarter 2024 reflect the financial results of the Company following the Merger, which was accounted
for as a reverse merger. Therefore, the financial results present the operations of FG Group Holdings for periods prior to the merger
and present the combined results of FG Group Holdings and FG Financial for periods subsequent to February 29, 2024. As a result, the
quarter ended March 31, 2024 reflects three months of activity from the operations of FG Group Holdings and one month of activity from
the operations of FG Financial.
Fundamental
Global Inc.’s 2024 first quarter included:
| ● | Revenue
increased $2.1 million or 31.6% to $8.6 million for the three months ended March 31,
2024 on a $1.1 million increase in revenue from Strong Entertainment combined with improved
investment performance as compared with the prior year period. The growth in revenue from
Strong Entertainment was due to increased demand from cinema operators for screen products
and installation services. Investment income was favorable as the Company’s equity
method losses were lower in the current year period. The three months ended March 31, 2024
also includes reinsurance premiums and investment income for one month following the Merger
which was effective February 29, 2024. The second quarter of 2024 will be the first reporting
period that will reflect a full quarter of reinsurance and investment operating results from
the acquired FG Financial business lines. |
| ● | Total
expenses increased $3.9 million or 36.3% to $14.6 million for the three months ended March
31, 2024. The increase in total expenses was due to $0.7 million increase in cost
of cinema product and service revenues accompanying the revenue growth in the entertainment
business; a $1.1 million increase in selling, general and administrative expenses due to
the combination of growth in the entertainment business, the additional costs of operating
Strong Entertainment as a public company, and the additional SG&A from the FG Financial
business following the Merger; and a $1.4 million non-cash impairment related to the sale
of the Digital Ignition building. As an objective of merging FG Group Holdings and FG Financial,
management expects general and administrative costs to decline following the merger transition. |
Fundamental Global Inc. – Fiscal Year 2024 First Quarter 2024 Results | Page
2 of
5 |
| ● | The
Company paid dividends on its 8% Series A Preferred Stock of $0.4 million, or $0.25 per share,
for the quarter ended March 31, 2024. |
|
● |
Net
loss from continuing operations for the three months ended March 31, 2024, was $4.3 million, or ($0.26) per share,
compared to $3.8 million or $(0.42) per fully diluted share, for the three months ended March 31, 2023. |
Balance
Sheet Highlights
As
of March 31, 2024, Fundamental Global’ s key balance sheet items included:
|
● |
Total
assets of $110.3 million as of March 31, 2024, and increase of $48.1 million from December 31, 2023, and investment holdings totaling
$49.1 million, including directly or indirectly held investments in Strong Global Entertainment, Inc. OppFi, iCoreConnect Inc., holdings
under the Company’s Merchant Banking Platform for FG Acquisition Corp., FG Communities, Craveworthy, and other holdings. |
|
● |
Total
stockholders’ equity of $66.4 million as of March 31, 2024, an increase of $29.6 million from December 31, 2023, reflecting
our increased scale on a combined basis following the Merger. |
Fundamental
Global Inc.
Fundamental
Global Inc. (Nasdaq: FGF, FGFPP) and its subsidiaries engage in diverse business activities including reinsurance, asset management,
merchant banking, manufacturing and managed services.
The
FG® logo and Fundamental Global® are registered trademarks of Fundamental Global LLC.
Fundamental Global Inc. – Fiscal Year 2024 First Quarter 2024 Results | Page
3 of
5 |
Forward
Looking Statements
This
press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities
Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are
therefore entitled to the protection of the safe harbor provisions of these laws. These statements may be identified by the use of forward-looking
terminology such as “anticipate,” “believe,” “budget,” “can,” “contemplate,”
“continue,” “could,” “envision,” “estimate,” “expect,” “evaluate,”
“forecast,” “goal,” “guidance,” “indicate,” “intend,” “likely,”
“may,” “might,” “outlook,” “plan,” “possibly,” “potential,” “predict,”
“probable,” “probably,” “pro-forma,” “project,” “seek,” “should,”
“target,” “view,” “will,” “would,” “will be,” “will continue,”
“will likely result” or the negative thereof or other variations thereon or comparable terminology. In particular, discussions
and statements regarding the Company’s future business plans and initiatives are forward-looking in nature. We have based these
forward-looking statements on our current expectations, assumptions, estimates, and projections. While we believe these to be reasonable,
such forward-looking statements are only predictions and involve a number of risks and uncertainties, many of which are beyond our control.
These and other important factors may cause our actual results, performance, or achievements to differ materially from any future results,
performance or achievements expressed or implied by these forward-looking statements, and may impact our ability to implement and execute
on our future business plans and initiatives. Management cautions that the forward-looking statements in this release are not guarantees
of future performance, and we cannot assume that such statements will be realized or the forward-looking events and circumstances will
occur. Factors that might cause such a difference include, without limitation: risks associated with our inability to identify and realize
business opportunities, and the undertaking of any new such opportunities; our lack of operating history or established reputation in
the reinsurance industry; our inability to obtain or maintain the necessary approvals to operate reinsurance subsidiaries; risks associated
with operating in the reinsurance industry, including inadequately priced insured risks, credit risk associated with brokers we may do
business with, and inadequate retrocessional coverage; our inability to execute on our investment holdings and asset management strategy,
including our strategy to invest in the risk capital of special purpose acquisition companies (SPACs); our ability to maintain and expand
our revenue streams to compensate for the lower demand for our digital cinema products and installation services; potential interruptions
of supplier relationships or higher prices charged by suppliers in connection with our Strong Global business; our ability to successfully
compete and introduce enhancements and new features that achieve market acceptance and that keep pace with technological developments;
our ability to maintain Strong Global’s brand and reputation and retain or replace its significant customers; challenges associated
with Strong Global’s long sales cycles; the impact of a challenging global economic environment or a downturn in the markets; the
effects of economic, public health, and political conditions that impact business and consumer confidence and spending, including rising
interest rates, periods of heightened inflation and market instability; potential loss of value of investment holdings; risk of becoming
an investment company; fluctuations in our short-term results as we implement our new business strategy; risks of being unable to attract
and retain qualified management and personnel to implement and execute on our business and growth strategy; failure of our information
technology systems, data breaches and cyber-attacks; our ability to establish and maintain an effective system of internal controls;
our limited operating history as a public company; the requirements of being a public company and losing our status as a smaller reporting
company or becoming an accelerated filer; any potential conflicts of interest between us and our controlling stockholders and different
interests of controlling stockholders; potential conflicts of interest between us and our directors and executive officers; risks associated
with our related party transactions and investment holdings; and risks associated with our investments in SPACs, including the failure
of any such SPAC to complete its initial business combination. Our expectations and future plans and initiatives may not be realized.
If one of these risks or uncertainties materializes, or if our underlying assumptions prove incorrect, actual results may vary materially
from those expected, estimated or projected. You are cautioned not to place undue reliance on forward-looking statements. The forward-looking
statements are made only as of the date hereof and do not necessarily reflect our outlook at any other point in time. We do not undertake
and specifically decline any obligation to update any such statements or to publicly announce the results of any revisions to any such
statements to reflect new information, future events or developments.
Investor
Contact:
investors@fundamentalglobal.com
Fundamental Global Inc. – Fiscal Year 2024 First Quarter 2024 Results | Page
4 of
5 |
FUNDAMENTAL
GLOBAL INC.
Consolidated
Balance Sheets
($
in thousands)
| |
March 31, 2024 | | |
December 31, 2023 | |
| |
(Unaudited) | | |
| |
ASSETS | |
| | | |
| | |
Cash and cash equivalents | |
$ | 7,209 | | |
$ | 6,644 | |
Accounts receivable, net | |
| 6,285 | | |
| 6,477 | |
Inventories, net | |
| 4,446 | | |
| 4,079 | |
Equity securities, at fair value | |
| 9,472 | | |
| 10,552 | |
Other investments | |
| 39,614 | | |
| 17,469 | |
Property, plant and equipment, net | |
| 4,286 | | |
| 12,220 | |
Operating lease right-of-use assets | |
| 351 | | |
| 371 | |
Finance lease right-of-use assets | |
| 1,136 | | |
| 1,258 | |
Deferred policy acquisition costs | |
| 1,814 | | |
| - | |
Reinsurance balances receivable, net | |
| 17,805 | | |
| - | |
Funds deposited with reinsured companies | |
| 8,055 | | |
| - | |
Goodwill | |
| 881 | | |
| 903 | |
Assets of discontinued operations | |
| - | | |
| 940 | |
Assets held for sale | |
| 6,238 | | |
| - | |
Other assets | |
| 2,687 | | |
| 1,230 | |
Total assets | |
$ | 110,279 | | |
$ | 62,143 | |
| |
| | | |
| | |
LIABILITIES | |
| | | |
| | |
Accounts payable and accrued expenses | |
$ | 8,353 | | |
$ | 7,209 | |
Deferred revenue and customer deposits | |
| 1,881 | | |
| 1,336 | |
Loss and loss adjustment expense reserves | |
| 9,023 | | |
| - | |
Unearned premium reserves | |
| 9,234 | | |
| - | |
Operating lease liabilities | |
| 397 | | |
| 421 | |
Finance lease liabilities | |
| 1,218 | | |
| 1,283 | |
Short term debt | |
| 4,592 | | |
| 4,732 | |
Long term debt, net of debt issuance costs | |
| 5,369 | | |
| 5,461 | |
Deferred income taxes | |
| 3,354 | | |
| 3,200 | |
Liabilities of discontinued operations | |
| 161 | | |
| 1,392 | |
Other liabilities | |
| 93 | | |
| 102 | |
Total liabilities | |
$ | 43,675 | | |
$ | 25,136 | |
| |
| | | |
| | |
Commitments and contingencies | |
| | | |
| | |
| |
| | | |
| | |
SHAREHOLDERS’ EQUITY | |
| | | |
| | |
Series A Preferred Shares | |
$ | 22,365 | | |
$ | - | |
Common stock | |
| 28 | | |
| 225 | |
Additional paid-in capital | |
| 49,689 | | |
| 55,856 | |
(Accumulated deficit) retained earnings | |
| (2,161 | ) | |
| 2,336 | |
Treasury stock | |
| - | | |
| (18,586 | ) |
Accumulated other comprehensive loss | |
| (5,119 | ) | |
| (4,682 | ) |
Total Fundamental Global stockholders’ equity | |
| 64,802 | | |
| 35,149 | |
Equity attributable to non-controlling interest | |
| 1,802 | | |
| 1,858 | |
Total stockholders’ equity | |
| 66,604 | | |
| 37,007 | |
Total liabilities and stockholders’ equity | |
$ | 110,279 | | |
$ | 62,143 | |
Fundamental Global Inc. – Fiscal Year 2024 First Quarter 2024 Results | Page
5 of
5 |
FUNDAMENTAL
GLOBAL INC.
Consolidated
Statements of Operations
(in
thousands, except per share data)
(Unaudited)
| |
Three Months Ended
March 31, | |
| |
2024 | | |
2023 | |
Revenue: | |
| | |
| |
Net premiums earned | |
$ | 775 | | |
| - | |
Net investment income | |
| (3,399 | ) | |
| (3,542 | ) |
Net product sales | |
| 8,022 | | |
| 7,204 | |
Net services revenue | |
| 3,245 | | |
| 2,905 | |
Total revenue | |
| 8,643 | | |
| 6,567 | |
| |
| | | |
| | |
Expenses: | |
| | | |
| | |
Net losses and loss adjustment expenses | |
| 366 | | |
| - | |
Amortization of deferred policy acquisition costs | |
| 284 | | |
| - | |
Costs of products | |
| 5,938 | | |
| 5,465 | |
Costs of services | |
| 2,365 | | |
| 2,166 | |
Selling expense | |
| 519 | | |
| 534 | |
General and administrative expenses | |
| 3,627 | | |
| 2,531 | |
Loss on impairment and disposal of assets | |
| 1,476 | | |
| - | |
Total expenses | |
| 14,575 | | |
| 10,696 | |
Loss from operations | |
| (5,932 | ) | |
| (4,129 | ) |
Other income (expense): | |
| | | |
| | |
Interest expense, net | |
| (225 | ) | |
| (111 | ) |
Foreign currency transaction gain | |
| 161 | | |
| 119 | |
Bargain purchase on acquisition and other income,
net | |
| 1,859 | | |
| 24 | |
Total other income, net | |
| 1,795 | | |
| 32 | |
Loss before income taxes | |
| (4,137 | ) | |
| (4,097 | ) |
Income tax (expense) benefit | |
| (116 | ) | |
| 299 | |
Net loss from continuing operations | |
| (4,253 | ) | |
| (3,798 | ) |
Net loss from discontinued operations | |
| (192 | ) | |
| (191 | ) |
Net loss | |
| (4,445 | ) | |
| (3,989 | ) |
Net loss attributable to non-controlling interest | |
| (17 | ) | |
| - | |
Dividends declared on Series A Preferred Shares | |
| (69 | ) | |
| - | |
Loss attributable to common shareholders | |
$ | (4,359 | ) | |
$ | (3,989 | ) |
| |
| | | |
| | |
Basic and diluted net loss per common share: | |
| | | |
| | |
Continuing operations | |
$ | (0.26 | ) | |
$ | (0.42 | ) |
Discontinued operations | |
| (0.01 | ) | |
| - | |
Total | |
$ | (0.27 | ) | |
$ | (0.42 | ) |
| |
| | | |
| | |
Weighted average common shares outstanding: | |
| | | |
| | |
Basic and diluted | |
| 16,744 | | |
| 9,422 | |
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|
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FUNDAMENTAL
GLOBAL INC.
|
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|
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|
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|
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|
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|
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|
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|
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