FGFPP Fundamental Global Inc

 

 

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): November 14, 2024

 

FUNDAMENTAL GLOBAL INC.

(Exact name of registrant as specified in its charter)

 

Nevada		001-36366		46-1119100
(State or other jurisdiction of		(Commission		(IRS Employer
incorporation or organization)		File No.)		Identification Number)

 

108 Gateway Blvd, Suite 204 Mooresville, NC		28117
(Address of principal executive offices)		(Zip Code)

 

(704) 994-8279

(Registrant’s telephone number including area code)

 

N/A

(Former name or former address, if changed since last report)

 

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 (see General Instruction A.2. below):

 

☐	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		Trading 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 November 14, 2024, Fundamental Global Inc. announced its financial results for the third quarter ended September 30, 2024 in the press release furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information contained in this Item 2.02 and Exhibit 99.1 are being “furnished” and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
99.1		Press Release, dated November 14, 2024, issued by the Company
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	FUNDAMENTAL GLOBAL INC
Date: November 14, 2024	By:	/s/ Mark D. Roberson
		Mark D. Roberson
		Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

 

Fundamental Global Inc. Reports Third Quarter 2024 Financial Results

 

Mooresville, NC – November 14, 2024 - Fundamental Global Inc. (Nasdaq: FGF, FGFPP) (the “Company” or “Fundamental Global”) today announced results for the third quarter ended September 30, 2024.

 

Kyle Cerminara, Chairman and Chief Executive Officer commented, “Earlier this year, we outlined our commitment to streamline operations, reduce operating costs, and bolster liquidity. Additionally, we aimed to alleviate the financial and administrative demands of operating multiple public companies while reinforcing our balance sheet. We are pleased to report significant progress in these areas and are on track to achieve these goals by consolidating three public companies into a single holding company.”

 

“Our balance sheet is strong, with over $115 million in total assets, nominal long-term debt and over $80 million in shareholders’ equity. We recognized positive earnings per common share for the quarter reflecting the intentional and strategic impact of the completed transactions. We believe there is a significant disconnect between the value that we see in our holdings and the Company’s current market capitalization.”

 

Key Operational Highlights:

 

	●	In February 2024, the Company completed its merger with FG Group Holdings Inc. to consolidate holdings, reduce operating costs and streamline the Company’s operations.
	●	In April 2024, the Company completed the sale of its Digital Ignition facility in Alpharetta, Georgia significantly reducing general and administrative expenses and long-term debt obligations.
	●	In September 2024, the Company completed the sale of its Strong/MDI Screen Systems, Inc. operating subsidiary for approximately $30 million and launched Saltire Capital Ltd. as a Canadian public company.
	●	In September 2024, the Company completed its merger with Strong Global Entertainment, Inc. to further reduce operating expenses and streamline the Company’s operations.
	●	In October 2024, subsequent to the end of the current period, our merchant banking team announced the closing of an initial public offering for Aldel Financial II Inc., a SPAC client for the Company.

 

Third Quarter Financial Highlights

 

Note: The financial results for the third quarter and first nine months of 2024 reflect the Company’s performance following the reverse merger. Consequently, the financial results for periods prior to the merger include only the operations of FG Group Holdings, while results after February 29, 2024, reflect the combined operations of Fundamental Global. Additionally, the results of Strong/MDI have been reclassified as discontinued operations and are not included in the results of continuing operations.

 

As of September 30, 2024, the Company’s key balance sheet items included:

 

	●	Total assets of $116 million, an increase of $54 million from December 31, 2023. Assets included equity holdings of $68 million, which included directly or indirectly held positions in GreenFirst Forest Products, Inc., Firefly Media Systems Inc., Saltire Capital, Ltd., OppFi Inc., iCoreConnect, Inc., FG Communities, Inc., Craveworthy LLC, and other holdings.
	●	Total stockholders’ equity of $83 million, an increase of $46 million from December 31, 2023, reflecting the increased scale of the company following the merger transactions and consolidation initiatives.
	●	Short- and long-term debt totaled $2.7 million, a decrease of $5 million from December 31, 2023.

 

 

Revenue increased $6.4 million or 155.8% to $10.5 million for the quarter. The primary driver of revenue growth was the addition of $4.3 million of reinsurance premium revenue following the merger and a $2.2 million increase in revenue from managed services following the acquisition of the net assets of Innovative Cinema Solutions and increasing demand for our services from cinema operators.

 

Net income improved to $17.7 million for the quarter from a loss of $3.3 million in the prior year primarily due to the $21 million gain on the sale of Strong/MDI recognized during the quarter and improved reinsurance and managed service performance. Net loss from continuing operations increased $1.4 million to $5.2 million for the quarter. Stronger gross profit from managed services and reinsurance was partially offset by the addition of expenses from FGF, which are not included in the prior year periods.

 

Earnings per share improved to $15.06 per common share from a loss of $(8.01) per common share. The increase in earnings per share is primarily due to the $21 million gain on the sale of Strong/MDI recognized during the quarter. Earnings per share from continuing operations improved to $(4.98) from $(9.28) per common share. The improvement in earnings per share from continuing operations was primarily due to increased revenue and gross profit from our managed services business and our reinsurance business.

 

Fundamental Global Inc.

 

Fundamental Global Inc. (Nasdaq: FGF, FGFPP) and its subsidiaries engage in diverse business activities including reinsurance, asset management, merchant banking, and managed services.

 

The FG^® logo and Fundamental Global^® are registered trademarks of Fundamental Global LLC.

 

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 Entertainment 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 Entertainment’s brand and reputation and retain or replace its significant customers; challenges associated with Strong Global Entertainment’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.

Condensed Consolidated Balance Sheets

($ in thousands)

 

		September 30, 2024				December 31, 2023
		(unaudited)
ASSETS
Cash and cash equivalents		$	6,460			$	5,995
Accounts receivable, net			4,813				3,529
Inventories, net			1,480				1,482
Equity securities, at fair value			9,152				10,552
Other equity securities and other holdings			58,980				17,469
Property, plant and equipment, net			3,067				11,115
Operating lease right-of-use assets			249				371
Finance lease right-of-use assets			1,006				1,258
Deferred policy acquisition costs			1,939				-
Reinsurance balances receivable, net			19,245				-
Funds deposited with reinsured companies			8,350				-
Assets of discontinued operations			-				9,886
Other assets			1,218				486
Total assets		$	115,959			$	62,143
LIABILITIES
Accounts payable and accrued expenses		$	5,836			$	4,834
Deferred revenue and customer deposits			900				867
Loss and loss adjustment expense reserves			11,200				-
Unearned premium reserves			8,040				-
Operating lease liabilities			288				421
Finance lease liabilities			1,036				1,283
Short-term debt			2,360				2,294
Long-term debt, net of debt issuance costs			369				5,461
Deferred income taxes			2,607				3,075
Liabilities of discontinued operations			-				6,799
Other liabilities			123				102
Total liabilities			32,759				25,136
Commitments and contingencies			-				-
SHAREHOLDERS’ EQUITY
Series A Preferred Shares			22,365				-
Common stock			29				225
Additional paid-in capital			50,470				55,856
Retained earnings			8,822				2,336
Treasury stock, at cost			-				(18,586	)
Accumulated other comprehensive income (loss)			1,514				(4,682	)
Total Fundamental Global stockholders’ equity			83,200				35,149
Equity attributable to non-controlling interest			-				1,858
Total stockholders’ equity			83,200				37,007
Total liabilities and stockholders’ equity		$	115,959			$	62,143

 

 

FUNDAMENTAL GLOBAL INC.

Condensed Consolidated Statements of Operations

($ in thousands, except per share data)

(Unaudited)

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2024				2023				2024				2023
Revenue:
Net premiums earned		$	4,293			$	-			$	8,765			$	-
Net loss on equity securities and other holdings			(2,636	)			(2,645	)			(10,047	)			(9,877	)
Net product sales			5,681				3,631				15,098				11,195
Net services revenue			3,115				3,100				9,766				9,238
Total revenue			10,453				4,086				23,582				10,556
Expenses:
Net losses and loss adjustment expenses			2,927				-				5,387				-
Amortization of deferred policy acquisition costs			1,050				-				2,206				-
Costs of products			4,589				3,089				12,463				9,964
Costs of services			2,293				2,179				7,172				6,630
Selling expense			315				203				972				600
General and administrative expenses			4,367				2,662				11,631				8,354
(Gain) loss on impairment and disposal of assets			-				-				1,475				(5	)
Total expenses			15,541				8,133				41,306				25,543
Loss from operations			(5,088	)			(4,047	)			(17,724	)			(14,987	)
Other income (expense):
Interest expense, net			(66	)			(121	)			(300	)			(283	)
Foreign currency transaction loss			(21	)			(2	)			(27	)			(3	)
Bargain purchase on acquisition and other (expense) income, net			(86	)			10				1,773				33
Total other (expense) income, net			(173	)			(113	)			1,446				(253	)
Loss from continuing operations before income taxes			(5,261	)			(4,160	)			(16,278	)			(15,240	)
Income tax (expense) benefit			19				306				110				313
Net loss from continuing operations			(5,242	)			(3,854	)			(16,168	)			(14,927	)
Net income from discontinued operations			22,901				529				23,457				2,222
Net income (loss)			17,659				(3,325	)			7,289				(12,705	)
Net income (loss) attributable to non-controlling interest			-				(4	)			(160	)			(122	)
Dividends declared on Series A Preferred Shares			(447	)			-				(963	)			-
Income (loss) attributable to common shareholders		$	17,212			$	(3,321	)		$	6,486			$	(12,583	)
Basic and diluted net (loss) income per common share:
Continuing operations		$	(4.98	)		$	(9.28	)		$	(17.22	)		$	(37.72	)
Discontinued operations			20.04				1.27				23.80				5.66
Total		$	15.06			$	(8.01	)		$	6.58			$	(32.06	)
Weighted average common shares outstanding:
Basic and diluted			1,143				415				986				393

 

 

FUNDAMENTAL GLOBAL INC.

Condensed Consolidated Statements of Cash Flows

($ in thousands)

(Unaudited)

 

		Nine Months Ended September 30,
		2024				2023
Cash flows from operating activities:
Net loss from continuing operations		$	(16,168	)		$	(14,927	)
Adjustments to reconcile net loss to net cash used by operating activities:
Net unrealized holding loss on equity holdings			2,267				5,514
Loss from equity method holdings			8,896				4,362
Adjust gain on acquisition of ICS assets			69				-
Net realized gain on sale of equity holdings			(550	)			-
Provision for doubtful accounts			56				22
Benefit from obsolete inventory			(20	)			(46	)
Provision for warranty			8				4
Depreciation and amortization			638				584
Amortization and accretion of operating leases			215				88
Impairment of property and equipment			1,422				-
Gain on merger of FGF and FGF			(1,831	)			-
Deferred income taxes			(462	)			455
Stock compensation expense			1,165				1,415
Changes in operating assets and liabilities:
Reinsurance balances receivable			(528	)			-
Deferred policy acquisition costs			(176	)			-
Other assets			1,186				(1,648	)
Loss and loss adjustment expense reserves			2,164				-
Unearned premium reserves			(2,704	)			-
Accounts receivable			(261	)			(508	)
Inventories			(47	)			231
Current income taxes			(30	)			(402	)
Accounts payable and accrued expenses			1,752				3,901
Deferred revenue and customer deposits			29				(595	)
Operating lease obligations			(174	)			(98	)
Net cash used by operating activities from continuing operations			(3,084	)			(1,648	)
Net cash used by operating activities from discontinued operations			(664	)			(1,778	)
Net cash used by operating activities			(3,748	)			(3,426	)
Cash flows from investing activities:
Capital expenditures			(52	)			(139	)
Proceeds from sales of equity securities			2,331				198
Proceeds from sales of property and equipment			6,161				-
Collection of note receivable			50				-
Cash acquired in Merger of FGF and FGH			1,903				-
Net cash provided by investing activities from continuing operations			10,393				59
Net cash used in investing activities from discontinued operations			(94	)			(678	)
Net cash provided by (used in) investing activities			10,299				(619	)
Cash flows from financing activities:
Payment of dividends on preferred shares			(1,341	)			-
Principal payments on short-term debt			(227	)			(398	)
Payment payments on long-term debt			(5,124	)			(152	)
Net borrowing under credit facility			39				-
Proceeds from Strong Global Entertainment initial public offering			-				2,411
Payments of withholding taxes for net share settlement of equity awards			(20	)			(131	)
Payments on finance lease obligations			(184	)			(109	)
Net cash (used in) provided by financing activities from continuing operations			(6,857	)			1,621
Net cash provided by financing activities from discontinued operations			525				2,027
Net cash (used in) provided by financing activities			(6,332	)			3,648
Effect of exchange rate changes on cash and cash equivalents from continuing operations			13				(15	)
Effect of exchange rate changes on cash and cash equivalents from discontinued operations			(36	)			95
Net increase (decrease) in cash and cash equivalents from continuing operations			465				17
Net decrease in cash and cash equivalents from discontinued operations			(269	)			(334	)
Net increase (decrease) in cash and cash equivalents			196				(317	)
Cash and cash equivalents from continuing operations at beginning of period			5,995				3,063
Cash and cash equivalents from continuing operations at end of period		$	6,460			$	3,080

 

 

v3.24.3

Cover	Nov. 14, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 14, 2024
Entity File Number	001-36366
Entity Registrant Name	FUNDAMENTAL GLOBAL INC.
Entity Central Index Key	0001591890
Entity Tax Identification Number	46-1119100
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	108 Gateway Blvd
Entity Address, Address Line Two	Suite 204
Entity Address, City or Town	Mooresville
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28117
City Area Code	(704)
Local Phone Number	994-8279
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, $0.001 par value per share
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	FGF
Security Exchange Name	NASDAQ
8.00% Cumulative Preferred Stock, Series A, $25.00 par value per share
Title of 12(b) Security	8.00% Cumulative Preferred Stock, Series A, $25.00 par value per share
Trading Symbol	FGFPP
Security Exchange Name	NASDAQ

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