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false 0001591890 0001591890 2023-11-09 2023-11-09 0001591890 dei:FormerAddressMember 2023-11-09 2023-11-09 0001591890 FGF:CommonStock0.001ParValuePerShareMember 2023-11-09 2023-11-09 0001591890 FGF:Sec8.00CumulativePreferredStockSeries25.00ParValuePerShareMember 2023-11-09 2023-11-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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 9, 2023

 

FG FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

 

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

 

104 S. Walnut Street, Unit 1A, Itasca, IL 60143

(Address of principal executive offices, including Zip Code)

 

(847) 773-1665

(Registrant’s telephone number, including area code)

 

360 Central Avenue, Suite 800, St. Petersburg, FL 33701

(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

 

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 240.13a-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 9, 2023, FG Financial Group, Inc. announced its third quarter 2023 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:

 

Exhibit   Description
     
99.1   Press Release Issued by FG Financial Group, Inc. on November 9, 2023.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

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.

 

  FG FINANCIAL GROUP, INC.
     
Date: November 13, 2023 By: /s/ Hassan R. Baqar
  Name: Hassan R. Baqar
  Title: Chief Financial Officer

 

 

 

EX-99.1 2 ex99-1.htm

 

Exhibit 99.1

 

 

 

FG Financial Group, Inc. Reports Third Quarter 2023 Financial Results

 

11/09/2023

 

FG Financial Reports Profitable Quarter With $5.6 Million Net Income and Accretion in Shareholders’ Equity

 

ITASCA, IL – FG Financial Group, Inc. (Nasdaq: FGF) (the “Company”), today announced results for the third quarter and nine months ended September 30, 2023. FG Financial is a reinsurance and asset management holding company focused on collateralized and loss-capped reinsurance and merchant banking that allocates capital in partnership with Fundamental Global®, a private partnership led by Kyle Cerminara and Joe Moglia, as well as other strategic investors.

 

FG Financial Group CEO Larry Swets, Jr. commented, “We continued to execute our long-term value creation strategy and delivered strong profitability for the quarter, driven by solid performance in both the reinsurance and merchant banking initiatives. The reinsurance business continues to patiently evaluate potential loss capped contracts and is seeing attractive opportunities as it builds its brand in the marketplace. On the merchant banking side, platform company FG Merger Corp. completed its business combination with iCoreConnect Inc., a software company with an attractive, scalable business model positioned to take advantage of healthcare industry tailwinds. We’re pleased with the progress in our merchant banking business and continue to seek asymmetric risk/reward opportunities to allocate capital.”

 

FG Financial Group Chairman Kyle Cerminara, added, “Our results year to date demonstrate the increasing strength and durability of our business model. Our reinsurance business continues to carefully evaluate opportunities to enter loss capped niche contracts, and our merchant banking segment has a growing portfolio of companies on its platform with attractive end markets and strong management teams. For example, FG Communities has acquired over 20 communities since formation in 2022 and our restaurant brand platform, Craveworthy announced the addition of multiple brands this quarter. As for our SPAC business, FG Merger Corp. completed its business combination with iCoreConnect Inc. and we look forward to being shareholders and sharing in their future success.”

 

 

 

Select 2023 Third Quarter Results and Nine Months Financial Results and Highlights

 

FG Financial Group’s 2023 third quarter and nine-month financial results included:

 

  Net reinsurance premiums earned were $4.2 million for the three months ended September 30, 2023 compared to $4.4 million in the third quarter of the prior year. Net reinsurance premiums for the nine months ended September 30, 2023, increased to $11.5 million from $9.8 million in the nine months ended September 30, 2022. The increase in reinsurance premiums for the nine month period was driven by successful execution of the Company’s strategy as prior reinsurance contracts concluded profitably and capital re-deployed in new loss-capped reinsurance arrangements.
  Net investment income for the three months ended September 30, 2023, was $7.0 million compared to net investment income of $11.2 million in the third quarter of the prior year. The net investment income in the third quarter of 2023 was primarily driven by strong gains from the successful business combination of FG Merger Corp. with iCoreConnect Inc. Net investment income for the nine months ended September 30, 2023, was $8.3 million as compared to $5.1 million in the nine months ended September 30, 2022.
  The Company paid the 8% Series A Preferred Share dividend of $0.45 million, or $0.50 per share, which represents the Company’s 22nd consecutive quarter of paying the full dividend due on the 8% Series A Preferred Shares since their issuance in February 2018.
  General and administrative expense was $2.3 million and $7.2 million for the three and nine months ended September 30, 2023, respectively, as compared to $2.0 million and $6.0 million for the same periods in the prior year, respectively. This increase in current year periods versus prior year periods was primarily related to an increase in stock compensation expense, a non-cash expense with no impact on shareholders’ equity, largely mitigated by decline in several other expense categories.

 

 

 

Net income attributable to common shareholders for the third quarter of 2023 was $5.2 million, or $0.50 per fully diluted share, compared to $9.8 million, or $1.05 per fully diluted share for the third quarter of 2022. Net income attributable to common shareholders for the nine-month period ended September 30, 2023, was $2.7 million, or $0.28 per fully diluted share, compared to net loss attributable to common shareholders of $0.4 million or $(0.05) per fully diluted share, for the nine month period ended September 30, 2022.

 

Balance Sheet Highlights

 

As of September 30, 2023, FG Financial Group’s key balance sheet items included:

 

  Cash and cash equivalents of $5.5 million.
  Investment holdings totaling $29.5 million, including directly or indirectly held investments in OppFi, iCoreConnect Inc., holdings under the Company’s Merchant Banking Platform for FG Acquisition Corp., FG Communities, Craveworthy and other investments.
  Total shareholders’ equity of $42.7 million, an increase of $5.4 million from $37.3 million at December 31, 2022, driven by profitable performance in reinsurance and merchant banking initiatives.

 

FG Financial Group, Inc.

 

FG Financial Group, Inc. is a reinsurance and asset management holding company focused on collateralized and loss capped reinsurance and merchant banking that allocates capital in partnership with Fundamental Global®, a private partnership led by Kyle Cerminara and Joe Moglia, as well as other strategic investors. The Company’s principal business operations are conducted through its subsidiaries and affiliates.

 

 

 

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; general conditions in the global economy, 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 and investment management strategy, including our strategy to invest in the risk capital of special purpose acquisition companies (SPACs); potential loss of value of investments; 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 investments; 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 RELATIONS:

 

IMS Investor Relations

John Nesbett/Rosalyn Christian

(203) 972-9200

fgf@imsinvestorrelations.com

 

 

 

FG FINANCIAL GROUP, INC.

Consolidated Balance Sheets

($ in thousands, except per share data)

 

    September 30,  
    2023   December 31,
    (unaudited)   2022
ASSETS        
Equity securities, at fair value (cost basis of $1,916 and $889, respectively)   $ 2,187     $ 841  
Other investments     27,365       24,839  
Cash and cash equivalents     5,525       3,010  
Deferred policy acquisition costs     1,480       1,527  
Reinsurance balances receivable (net of current expected losses allowance of $84 and zero, respectively)     14,469       9,269  
Funds deposited with reinsured companies     7,075       9,277  
Other assets     727       712  
Total assets   $ 58,828     $ 49,475  
                 
LIABILITIES                
Loss and loss adjustment expense reserves   $ 5,912     $ 4,409  
Unearned premium reserves     9,394       6,823  
Accounts payable and accrued expenses     720       723  
Other liabilities     135       225  
Total liabilities   $ 16,161     $ 12,180  
                 
Commitments and contingencies                
                 
SHAREHOLDERS’ EQUITY                
Series A Preferred Shares, $25.00 par and liquidation value, 1,000,000 shares authorized; 894,580 shares issued and outstanding as of September 30, 2023 and December 31, 2022   $ 22,365     $ 22,365  
Common stock, $0.001 par value; 100,000,000 shares authorized; 10,303,739 and 9,410,473 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively     10       9  
Additional paid-in capital     52,781       50,021  
Accumulated deficit     (32,489 )     (35,100 )
Total shareholders’ equity     42,667       37,295  
Total liabilities and shareholders’ equity   $ 58,828     $ 49,475  

 

 

 

FG FINANCIAL GROUP, INC.

Consolidated Statements of Operations

($ in thousands, except per share data)

(Unaudited)

 

   

Three months ended

September 30,

   

Nine months ended

September 30,

 
    2023     2022     2023     2022  
Revenue:                        
Net premiums earned   $ 4,192     $ 4,383     $ 11,534     $ 9,809  
Net investment income     6,961       11,174       8,272       5,114  
Other income     24       214       84       266  
Total revenue     11,177       15,771        19,890       15,189  
                                 
Expenses:                                
Net losses and loss adjustment expenses     2,205       2,406       6,081       5,798  
Amortization of deferred policy acquisition costs     1,003       1,109       2,533       2,427  
General and administrative expenses     2,341       2,001       7,221       6,009  
Total expenses     5,549       5,516       15,835       14,234  
                                 
Net income   $ 5,628     $ 10,255     $ 4,055     $ 955  
Dividends declared on Series A Preferred Shares     447       447       1,339       1,342  
Income (loss) attributable to FG Financial Group, Inc. common shareholders   $ 5,181     $ 9,808     $ 2,716     $ (387 )
                                 
Basic and diluted net income (loss) per common share:   $ 0.50     $ 1.05     $ 0.28     $ (0.05 )
                                 
Weighted average common shares outstanding:                                
Basic and diluted     10,303,739       9,333,709       9,813,438       7,564,017