[Fundamental Global Inc. Fourth Quarter and Full Year 2024 Financial Results](index=1&type=section&id=Fundamental%20Global%20Inc.%20Fourth%20Quarter%20and%20Full%20Year%202024%20Financial%20Results) This report provides a comprehensive overview of Fundamental Global Inc.'s financial performance and strategic initiatives for the fourth quarter and full year ended 2024 [CEO Commentary & Strategic Overview](index=1&type=section&id=CEO%20Commentary%20%26%20Strategic%20Overview) The CEO highlighted a year of strategic consolidation through three mergers, monetization of real estate, and improved operating profit in the managed services business, maintaining a strong balance sheet with $109 million in assets and minimal debt, and planning to continue streamlining operations and allocating capital to cash-flow-producing assets - In 2024, the company focused on consolidating public companies and simplifying its operating structure, successfully completing three merger transactions[2](index=2&type=chunk) - The company monetized a real estate holding and announced an agreement to sell a portion of its reinsurance business for **$5.6 million**, expected to close in H1 2025[2](index=2&type=chunk) Balance Sheet Strength as of Dec 31, 2024 | Metric | Value | | :--- | :--- | | Total Assets | $109 million | | Stockholders' Equity | $74 million | | Long-term Debt | Nominal | [Key Operational Highlights](index=1&type=section&id=Key%20Operational%20Highlights) Throughout 2024 and into early 2025, the company executed several key strategic actions including mergers with FG Group Holdings and Strong Global Entertainment to reduce costs, the sale of its Digital Ignition facility and Strong/MDI subsidiary, and supporting IPOs for two SPAC clients, alongside a signed sale agreement for part of its reinsurance business - Completed a merger with FG Group Holdings Inc. in February 2024 to consolidate and streamline operations[5](index=5&type=chunk) - Sold its Digital Ignition facility in April 2024, significantly reducing G&A expenses and long-term debt[5](index=5&type=chunk) - Sold its Strong/MDI Screen Systems, Inc. operating subsidiary for approximately **$30 million** in September 2024[5](index=5&type=chunk) - Executed an agreement in March 2025 to sell a portion of its reinsurance business for **$5.6 million**[5](index=5&type=chunk) [Financial Performance Analysis](index=1&type=section&id=Financial%20Performance%20Analysis) For the full year 2024, total revenue remained stable at $17.3 million, supported by a 20.7% increase in managed services revenue, offset by non-cash equity method losses, while net loss attributable to common shareholders significantly improved to $2.6 million from $14.1 million in the prior year, primarily due to a $21.8 million gain on the sale of Strong/MDI, though net loss from continuing operations widened to $22.9 million due to merger-related expenses and increased equity method losses Full Year 2024 vs 2023 Key Metrics | Metric | FY 2024 | FY 2023 | Change | | :--- | :--- | :--- | :--- | | Total Revenue | $17.3M | $17.1M | +1.5% | | Managed Services Revenue | $32.0M | $26.5M | +20.7% | | Net Loss (to common shareholders) | ($2.6M) | ($14.1M) | Improvement | | Net Loss from Continuing Ops | ($22.9M) | ($12.3M) | Worsened | | Net Loss per Share | ($2.43) | ($35.22) | Improvement | - The significant improvement in net loss was primarily driven by a **$21.8 million** gain from the sale of the Strong/MDI subsidiary, which is classified under discontinued operations[8](index=8&type=chunk)[9](index=9&type=chunk) - Financial results are impacted by a reverse merger completed on February 29, 2024, where prior period results reflect only FG Group Holdings, while subsequent results are for the combined company, and Strong/MDI and reinsurance operations are reclassified as discontinued operations[4](index=4&type=chunk) [Financial Statements](index=4&type=section&id=Financial%20Statements) The consolidated financial statements detail the company's financial position as of December 31, 2024, and its performance for the year, with the balance sheet showing increased assets and equity alongside reduced debt due to merger activities, the statement of operations highlighting the material impact of discontinued operations, and the cash flow statement outlining cash sources and uses across operating, investing, and financing activities [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) As of December 31, 2024, total assets increased to $109.5 million from $62.1 million in 2023, driven by merger activities, with total stockholders' equity more than doubling to $74.2 million from $37.0 million, and total debt significantly reduced to $2.4 million from $7.8 million in the prior year Consolidated Balance Sheet Highlights ($ in thousands) | Account | Dec 31, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | **Total Assets** | **$109,469** | **$62,143** | | Cash and cash equivalents | $7,794 | $5,995 | | Equity holdings and other holdings | $60,073 | $28,021 | | Assets of discontinued operations | $31,626 | $9,886 | | **Total Liabilities** | **$35,272** | **$25,136** | | Short-term & Long-term debt | $2,369 | $7,755 | | Liabilities of discontinued operations | $22,436 | $6,799 | | **Total Stockholders' Equity** | **$74,197** | **$37,007** | [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) For the year ended December 31, 2024, the company reported a net loss from continuing operations of $22.9 million, wider than the $12.3 million loss in 2023, but due to a significant net income from discontinued operations of $21.5 million, the total net loss attributable to common shareholders improved dramatically to $2.6 million, or ($2.43) per share, compared to a loss of $14.1 million, or ($35.22) per share, in the prior year Consolidated Statement of Operations Highlights - Year Ended Dec 31 ($ in thousands) | Account | 2024 | 2023 | | :--- | :--- | :--- | | Total Revenue | $17,348 | $17,093 | | Loss from operations | ($24,876) | ($16,286) | | Net (loss) income from continuing operations | ($22,859) | ($12,307) | | Net (loss) income from discontinued operations | $21,544 | ($2,334) | | **Net loss attributable to common shareholders** | **($2,565)** | **($14,077)** | | **Net loss per common share** | **($2.43)** | **($35.22)** | [Consolidated Statements of Cash Flows](index=6&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the year ended December 31, 2024, net cash used in operating activities was $4.7 million, a reversal from $0.2 million provided in 2023, while investing activities provided $13.1 million primarily from asset sales, and financing activities used $6.9 million largely for debt repayments and preferred dividend payments, resulting in an overall cash increase of $1.5 million Consolidated Statement of Cash Flows Highlights - Year Ended Dec 31 ($ in thousands) | Cash Flow Activity | 2024 | 2023 | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | ($4,714) | $156 | | Net cash provided by (used in) investing activities | $13,148 | ($695) | | Net cash (used in) provided by financing activities | ($6,858) | $3,383 | | **Net increase in cash and cash equivalents** | **$1,529** | **$2,960** | - Key cash inflows from investing activities included **$6.2 million** from sales of property and equipment and **$5.0 million** from sales of equity securities[20](index=20&type=chunk) - Key cash outflows from financing activities included **$5.8 million** in principal payments on short-term and long-term debt and **$1.4 million** in preferred dividend payments[20](index=20&type=chunk)

Core Viewpoint - Fundamental Global Inc. has made significant strides in consolidating its operations and improving its financial performance through strategic mergers and asset sales in 2024 [2][4]. Financial Highlights - Total assets increased to $109.5 million as of December 31, 2024, up by $47.3 million from the previous year [5]. - Stockholders' equity rose to $74.2 million, reflecting an increase of $37.2 million from December 31, 2023 [6]. - Revenue for 2024 was $17.3 million, a 1.5% increase from the previous year, with managed services revenue growing by 20.7% to $32.0 million [7]. - The net loss attributable to common shareholders improved to $2.6 million from a loss of $14.1 million in the prior year, primarily due to a $21.8 million gain on the sale of Strong/MDI [8][9]. Operational Highlights - The company completed three merger transactions in 2024, including the merger with FG Group Holdings Inc. and Strong Global Entertainment, aimed at reducing operating costs and streamlining operations [5]. - A portion of the reinsurance business was agreed to be sold for $5.6 million, expected to close in the first half of 2025 [2]. - The company successfully monetized its Digital Ignition facility and sold its Strong/MDI Screen Systems subsidiary for approximately $30 million [5]. Balance Sheet Overview - As of December 31, 2024, total liabilities were $35.3 million, an increase from $25.1 million in the previous year [15]. - Short- and long-term debt decreased to $2.4 million, down by $5.4 million from December 31, 2023 [7]. - Cash and cash equivalents increased to $7.8 million from $6.0 million in the previous year [21]. Shareholder Information - The weighted average common shares outstanding increased to 1,265 million due to the merger with FG Group Holdings [19]. - The net loss per common share improved to $2.43 from $35.22 in the prior year, reflecting the company's improved financial performance [9].

[Part I](index=3&type=section&id=PART%20I) [Business Overview](index=4&type=section&id=ITEM%201.%20BUSINESS) Fundamental Global Inc. is a holding company with merchant banking and managed services segments, undergoing significant mergers and divestitures in 2024 - The company operates as a holding company with two main business segments: **merchant banking** and **managed services**[19](index=19&type=chunk)[20](index=20&type=chunk) - On February 29, 2024, the company merged with FG Group Holdings, Inc. (FGH) in an all-stock transaction and was renamed Fundamental Global Inc.[15](index=15&type=chunk) - The company combined with Strong Global Entertainment in an all-stock transaction that closed on September 30, 2024, consolidating its financials as a majority shareholder[17](index=17&type=chunk) - The company sold its indirect wholly-owned subsidiary, Strong/MDI, to Saltire Holdings, Ltd (formerly FGAC) in a transaction that closed on September 25, 2024[16](index=16&type=chunk) - The company's reinsurance business is classified as assets held for sale as of December 31, 2024, with an expected sale in the first half of 2025, while Strong Studios and Strong/MDI were sold in 2024 and treated as discontinued operations[25](index=25&type=chunk)[26](index=26&type=chunk) - As of December 31, 2024, the company employed **130 full-time persons**, with **67** in service-related roles, **31** in operations, and **32** in sales and administration[28](index=28&type=chunk) [Risk Factors](index=6&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company faces significant risks from M&A integration, capital allocation in SPACs, equity valuation, customer concentration, and regulatory compliance - The company faces risks in integrating multiple mergers (FGF, FGH, Strong Global Entertainment), which could be costly, time-consuming, and disrupt operations[32](index=32&type=chunk)[33](index=33&type=chunk) - The capital allocation strategy, including investments in SPACs and their sponsors, involves a **high degree of risk**, with the potential for a total loss of investment if a SPAC fails to complete a business combination[36](index=36&type=chunk)[41](index=41&type=chunk)[42](index=42&type=chunk) - Equity holdings comprise a significant portion of assets (**$60.1 million** as of Dec 31, 2024), and their valuation is subjective, with changes potentially affecting earnings and earnings volatility[48](index=48&type=chunk)[49](index=49&type=chunk) - The company is substantially dependent on its top ten customers, who accounted for **41% of consolidated products and services revenues in 2024**, with one customer representing over **10%** of both revenue and receivables[64](index=64&type=chunk) - The company is subject to the risk of being classified as an investment company under the Investment Company Act of 1940, which would subject it to extensive and restrictive regulations[79](index=79&type=chunk)[80](index=80&type=chunk) - FG Financial Holdings, LLC and its affiliates control approximately **26.0%** of the company's common stock, giving them substantial influence, and the CEO also serves as CEO of FG Holdings, creating potential conflicts of interest[93](index=93&type=chunk)[94](index=94&type=chunk) [Unresolved Staff Comments](index=19&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) The company reports no unresolved staff comments from the SEC - None[104](index=104&type=chunk) [Cybersecurity](index=19&type=section&id=ITEM%201C.%20CYBERSECURITY) The company integrates cybersecurity risk management into its overall risk program, with Audit Committee oversight, and has not experienced material incidents - Cybersecurity risk management is integrated into the company's overall risk program, with oversight from the Audit Committee, senior management, and the IT team[105](index=105&type=chunk)[109](index=109&type=chunk) - The company has not experienced any **material cybersecurity incidents** to date[109](index=109&type=chunk) [Properties](index=19&type=section&id=ITEM%202.%20PROPERTIES) The company leases its executive offices and warehouse facilities, with plans to transition from some locations in 2025 - The company leases its executive offices and warehouse facilities[110](index=110&type=chunk)[111](index=111&type=chunk) - The company plans to move from its leased executive office in Mooresville and the STS warehouse in Kansas during 2025[112](index=112&type=chunk) [Legal Proceedings](index=20&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) The company is involved in asbestos-related lawsuits, a landfill cost recovery action, and a defaulted guarantee, with a $0.3 million loss contingency reserve - A subsidiary is a defendant in personal injury lawsuits alleging exposure to asbestos-containing materials in past products[114](index=114&type=chunk) - The company is a defendant in a civil action for cost recovery related to hazardous substance release from the BKK Class 1 Landfill for periods prior to 1987[114](index=114&type=chunk) - A loss contingency reserve of approximately **$0.3 million** was recorded as of December 31, 2024, for various open proceedings and claims[116](index=116&type=chunk) [Mine Safety Disclosures](index=20&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company - Not applicable[117](index=117&type=chunk) [Part II](index=21&type=section&id=PART%20II) [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=21&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT%27S%20COMMON%20EQUITY%2C%20RELATED%20STOCKHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) The company's common and preferred stock trade on Nasdaq, with no common stock dividends planned but regular preferred stock dividends intended - Common stock (FGF) and Series A Preferred Stock (FGFPP) trade on the Nasdaq Global Market[118](index=118&type=chunk) - The company has never paid cash dividends on common stock and does not anticipate doing so, preferring to retain earnings for growth[119](index=119&type=chunk) - The company intends to declare and pay regular quarterly dividends on its **8.00% Cumulative Preferred Stock, Series A**, equivalent to **$2.00 per annum per share**[120](index=120&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=ITEM%207.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section discusses the company's financial performance, highlighting the significant impact of recent mergers and divestitures [Results of Operations](index=25&type=section&id=Results%20of%20Operations) For FY2024, total revenue remained flat, but net loss from continuing operations widened significantly due to higher expenses and impairment charges Comparison of Results of Operations (in thousands) | | Year Ended December 31, 2024 | Year Ended December 31, 2023 | $ Change | % Change | |:---|---:|---:|---:|---:| | Net loss on equity securities and other holdings | $ (14,675) | $ (9,437) | $ (5,238) | 55.5% | | Revenue from products and services | 32,023 | 26,530 | 5,493 | 20.7% | | **Total revenue** | **17,348** | **17,093** | **255** | **1.5%** | | Total expenses | 42,224 | 33,379 | 8,845 | 26.5% | | **Loss from operations** | **(24,876)** | **(16,286)** | **(8,590)** | **52.7%** | | **Net loss from continuing operations** | **(22,859)** | **(12,307)** | **(10,552)** | **85.7%** | - Revenue from products and services increased by **$5.5 million (20.7%)** to **$32.0 million** in 2024, driven by growing demand in the managed services business and contributions from the ICS acquisition[147](index=147&type=chunk) - Total expenses rose by **$8.8 million (26.5%)**, primarily due to the inclusion of FGF's business operations post-merger (adding ~**$3.0 million** in G&A), increased costs from operating Strong Entertainment as a public company, and a **$1.4 million** non-cash impairment on the Digital Ignition building[150](index=150&type=chunk) [Liquidity and Capital Resources](index=26&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity shifted to negative operating cash flow in 2024, offset by significant cash from investing activities, and believes it has sufficient liquidity for the next twelve months Consolidated Cash Flows Summary (in thousands) | | Year Ended December 31, 2024 | Year Ended December 31, 2023 | |:---|---:|---:| | Net cash (used in) provided by operating activities | $ (4,049) | $ 1,579 | | Net cash provided by investing activities | 13,242 | 92 | | Net cash (used in) provided by financing activities | (7,383) | 1,240 | | **Net increase in cash and cash equivalents** | **1,799** | **2,932** | - Cash from operations decreased primarily due to higher overhead expenses from the FGF/FGH merger and operating Strong Entertainment as a separate public company for nine months[156](index=156&type=chunk) - Investing activities were a significant source of cash in 2024, providing **$13.2 million** from proceeds from the sale of equity securities (**$5.0 million**), sale of the Digital Ignition building (**$6.1 million**), and cash acquired in the FGF/FGH Merger (**$1.9 million**)[157](index=157&type=chunk) - Financing activities used **$7.4 million** in 2024, including **$6.0 million** for principal payments on debt and finance leases and **$1.4 million** for dividends on Series A Preferred Shares[158](index=158&type=chunk) [Quantitative and Qualitative Disclosure About Market Risk](index=26&type=section&id=ITEM%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURE%20ABOUT%20MARKET%20RISK) This item is not applicable to the company - Not applicable[159](index=159&type=chunk) [Financial Statements and Supplementary Data](index=27&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) This section contains the company's audited consolidated financial statements and the independent auditor's report, detailing significant corporate transactions and accounting policies [Report of Independent Registered Public Accounting Firm](index=28&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) HASKELL & WHITE LLP issued an unqualified opinion on the financial statements, emphasizing significant corporate transactions and identifying critical audit matters - The auditor issued an **unqualified opinion** on the consolidated financial statements[164](index=164&type=chunk) - The report highlights several significant transactions as "Emphasis-of-Matters," including the FGF/FGH reverse merger, the SGE merger, discontinued operations, and the reverse stock split[165](index=165&type=chunk)[166](index=166&type=chunk)[167](index=167&type=chunk)[168](index=168&type=chunk) - Critical Audit Matters identified were the **Valuation of Equity Holdings** and the **Valuation of Reinsurance Loss and Loss Adjustment Expense Reserves**, due to the significant judgment and subjectivity involved[173](index=173&type=chunk)[174](index=174&type=chunk)[176](index=176&type=chunk) [Consolidated Financial Statements](index=30&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements show a significant increase in total assets and shareholders' equity in 2024, with a reduced net loss driven by discontinued operations Consolidated Balance Sheet Highlights (in thousands) | | Dec 31, 2024 | Dec 31, 2023 | |:---|---:|---:| | Total Assets | $109,469 | $62,143 | | Total Liabilities | $35,272 | $25,136 | | Total Stockholders' Equity | $74,197 | $37,007 | Consolidated Statement of Operations Highlights (in thousands) | | Year Ended Dec 31, 2024 | Year Ended Dec 31, 2023 | |:---|---:|---:| | Total Revenue | $17,348 | $17,093 | | Net loss from continuing operations | $(22,859) | $(12,307) | | Net income (loss) from discontinued operations | $21,544 | $(2,334) | | **Net loss** | **$(1,315)** | **$(14,641)** | [Notes to the Consolidated Financial Statements](index=36&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes detail accounting for the FGH reverse merger, discontinued operations, equity holdings, related party transactions, and segment performance - The merger with FGH was accounted for as a reverse acquisition, with FGH as the accounting acquirer, resulting in a **bargain purchase gain of $2.3 million**[263](index=263&type=chunk)[264](index=264&type=chunk) - The sale of Strong/MDI resulted in a net gain of approximately **$21.8 million**, which is presented in discontinued operations[270](index=270&type=chunk) - The company plans to sell its reinsurance business in 2025 and has recorded a **$2.1 million impairment charge** to adjust the disposal group to its fair value less cost to sell[273](index=273&type=chunk)[274](index=274&type=chunk) - As of December 31, 2024, the company held **$60.1 million** in equity and other holdings, accounted for via fair value, equity, and cost methods[286](index=286&type=chunk) - The company has a Shared Services Agreement with Fundamental Global Management, LLC (FGM), an affiliate of the CEO, for which it paid **$1.8 million** in both 2024 and 2023[348](index=348&type=chunk)[350](index=350&type=chunk) Segment Performance for Year Ended Dec 31, 2024 (in thousands) | Segment | Total Revenue | Segment (Loss) Income Before Taxes | |:---|---:|---:| | Merchant Banking | $ (14,600) | $ (15,788) | | Managed Services | 31,574 | 1,371 | | Other | 374 | (2,085) | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=68&type=section&id=ITEM%209.%20CHANGES%20IN%20AND%20DISAGREEMENTS%20WITH%20ACCOUNTANTS%20ON%20ACCOUNTING%20AND%20FINANCIAL%20DISCLOSURE) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[381](index=381&type=chunk) [Controls and Procedures](index=68&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2024 - Management concluded that the company's disclosure controls and procedures were **effective** as of December 31, 2024[382](index=382&type=chunk) - Management concluded that the company's internal control over financial reporting was **effective** as of December 31, 2024, based on the COSO 2013 framework[383](index=383&type=chunk) - There were no changes in internal control over financial reporting during the year that materially affected, or are reasonably likely to materially affect, internal controls[385](index=385&type=chunk) [Other Information](index=68&type=section&id=ITEM%209B.%20OTHER%20INFORMATION) The company reports no other information - None[386](index=386&type=chunk) [Part III](index=69&type=section&id=PART%20III) [Directors, Executive Officers, and Corporate Governance](index=69&type=section&id=ITEM%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%2C%20AND%20CORPORATE%20GOVERNANCE) Information for this item is incorporated by reference from the company's 2025 Annual Meeting of Stockholders proxy statement - Information is incorporated by reference from the 2025 Proxy Statement[391](index=391&type=chunk) [Executive Compensation](index=69&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) Information for this item is incorporated by reference from the company's 2025 Annual Meeting of Stockholders proxy statement - Information is incorporated by reference from the 2025 Proxy Statement[392](index=392&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=69&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS) This section details securities authorized for issuance under equity compensation plans and incorporates security ownership information by reference Equity Compensation Plan Information as of December 31, 2024 | Plan Category | Number of securities to be issued upon exercise (a) | Weighted average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance (c) | |:---|---:|---:|---:| | Equity compensation plans approved by security holders | 58,121 | $ - | 104,168 | | Equity compensation plans not approved by security holders | - | $ - | - | | **Total** | **58,121** | **$ -** | **104,168** | - Information regarding security ownership of beneficial owners and management is incorporated by reference from the 2025 Proxy Statement[394](index=394&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=69&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%2C%20AND%20DIRECTOR%20INDEPENDENCE) Information for this item is incorporated by reference from the company's 2025 Annual Meeting of Stockholders proxy statement - Information is incorporated by reference from the 2025 Proxy Statement[395](index=395&type=chunk) [Principal Accountant Fees and Services](index=69&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTANT%20FEES%20AND%20SERVICES) Information for this item is incorporated by reference from the company's 2025 Annual Meeting of Stockholders proxy statement - Information is incorporated by reference from the 2025 Proxy Statement[396](index=396&type=chunk) [Part IV](index=70&type=section&id=PART%20IV) [Exhibits and Financial Statement Schedules](index=70&type=section&id=ITEM%2015.%20EXHIBITS%20AND%20FINANCIAL%20STATEMENT%20SCHEDULES) This section lists the documents filed as part of the Form 10-K, including consolidated financial statements and a comprehensive list of exhibits - This item lists the financial statements, financial statement schedules, and exhibits filed with the Form 10-K[398](index=398&type=chunk)[400](index=400&type=chunk) [Form 10-K Summary](index=71&type=section&id=ITEM%2016.%20FORM%2010-K%20SUMMARY) The company reports no Form 10-K summary - None[401](index=401&type=chunk)

Core Points - Fundamental Global Inc. has declared a quarterly cash dividend of $0.50 per share on its 8.00% Cumulative Preferred Stock, Series A, for the period from December 15, 2024, to March 14, 2025 [1][2] - The dividend is payable on March 17, 2025, to shareholders on record as of March 3, 2025 [2] - The Preferred Stock is listed on the Nasdaq Stock Market under the ticker symbol "FGFPP" [2] Company Overview - Fundamental Global Inc. engages in diverse business activities including reinsurance, asset management, merchant banking, and managed services [3]

Revenue Growth - Revenue increased by $4.5 million or 136.0% to $7.9 million for the three months ended June 30, 2024, compared to $3.3 million for the same period in 2023[171] - The primary driver of revenue growth was the addition of $3.7 million in reinsurance premium revenue from the merger in February 2024[172] - Revenue for the six months ended June 30, 2024, increased by $6.7 million or 103.0% to $13.1 million from $6.5 million for the same period in 2023[176] Expenses - Total expenses increased by $4.4 million or 46.0% to $13.9 million for the three months ended June 30, 2024, from $9.5 million for the same period in 2023[173] - Total expenses for the six months ended June 30, 2024, increased by $8.6 million or 49.3% to $26.0 million from $17.4 million for the same period in 2023[178] Loss from Operations - Loss from operations decreased by $0.2 million or 2.5% to $6.1 million for the three months ended June 30, 2024, compared to $6.2 million in the prior year[174] - Loss from operations increased by $1.9 million or 17.6% to $12.9 million for the six months ended June 30, 2024, compared to $10.9 million in the prior year[179] Net Loss - Net loss from continuing operations decreased by $0.2 million or 3.3% for the three months ended June 30, 2024, from $6.3 million in the same period of 2023[175] - Net loss from continuing operations increased by $0.1 million or 0.7% for the six months ended June 30, 2024, from $11.1 million in the same period of 2023[180] Merger Impact - The merger with FG Group Holdings, Inc. was completed on February 29, 2024, resulting in a significant increase in reinsurance and asset management operations[165] Cash Flow - For the six months ended June 30, 2024, net cash used in operating activities from continuing operations was approximately $3.2 million, compared to $0.3 million for the same period in 2023[202] - Net cash provided by investing activities from continuing operations was approximately $4.3 million for the six months ended June 30, 2024, compared to $0.1 million for the same period in 2023[203] - Cash used in financing activities during the six months ended June 30, 2024 was approximately $1.3 million, compared to cash provided by financing activities of $2.0 million for the same period in 2023[204] - The cash and cash equivalents from continuing operations at the end of the period were $5.85 million as of June 30, 2024, compared to $4.86 million as of June 30, 2023[201] - The company experienced a net cash outflow for working capital, including an increase in net outflows related to its insurance business[202] - Cash provided by investing activities included $1.9 million from the merger of FGF and FGH, $1.2 million from the sale of equity securities, and $1.3 million from the sale of the Digital Ignition building[203] Accounting Policies - The company recorded no premium deficiency adjustments during the periods presented[194] - The company uses a Probability of Default / Loss Given Default model to calculate an allowance for expected credit losses for its reinsurance balances receivable[184] - The company recognizes revenue when a customer obtains control of promised goods or services, measured as the amount of consideration expected to be received[191] - The company has not established any deferred contract costs as of June 30, 2024 or December 31, 2023[193]

Financial Performance - Revenue for Strong Global Entertainment increased by 18.7% to $8.1 million in the second quarter, driven by higher sales of digital equipment and services[4] - Gross profit for Strong Global Entertainment improved to $1.5 million, representing 18.8% of revenues, up from the previous period[4] - Total revenue for the three months ended June 30, 2024, was $7,874 million, a significant increase from $3,336 million in the same period of 2023, representing a growth of 136%[12] - Net premiums earned for the six months ended June 30, 2024, were $4,472 million, compared to $0 in the same period of 2023[12] - Net product sales increased to $4,782 million for the three months ended June 30, 2024, up from $3,794 million in the same period of 2023, reflecting a growth of 26%[12] - Total expenses for the three months ended June 30, 2024, were $13,927 million, compared to $9,542 million in the same period of 2023, an increase of 46%[12] - Loss from operations for the three months ended June 30, 2024, was $(6,053) million, slightly improved from $(6,206) million in the same period of 2023[12] - Net loss attributable to common shareholders for the three months ended June 30, 2024, was $(6,229) million, compared to $(5,273) million in the same period of 2023[12] - Basic and diluted net loss per common share from continuing operations was $(0.22) for the three months ended June 30, 2024, compared to $(0.63) in the same period of 2023[12] Assets and Equity - Fundamental Global reported total assets of $98.4 million as of June 30, 2024, an increase of $36.3 million from December 31, 2023[2] - Total stockholders' equity rose to $60.4 million, reflecting an increase of $23.4 million from December 31, 2023[3] - Short- and long-term debt decreased to $3.1 million, down by $4.7 million from December 31, 2023[3] Operational Efficiency - The company achieved over $4 million in annual cost savings through strategic operational enhancements[1] - Fundamental Global plans to close the merger of Strong/MDI Screen Systems with FG Acquisition Corp. by the end of the third quarter, aiming to drive efficiency and focus on high-growth opportunities[1] Cash Flow - Cash and cash equivalents from continuing operations at the end of the period were $5,850 million, up from $4,864 million at the end of the same period in 2023[15] - Net cash used by operating activities from continuing operations was $(3,750) million for the six months ended June 30, 2024, compared to $(2,586) million in the same period of 2023[14] - Net cash provided by investing activities from continuing operations was $4,326 million for the six months ended June 30, 2024, compared to $77 million in the same period of 2023[14] Reinsurance and Investment - The reinsurance business generated $3.7 million in premium revenue during the second quarter of 2024[6] - Investment losses from asset management amounted to $4.0 million in the second quarter, primarily due to unrealized mark-to-market losses on equity securities[7] Loss from Operations - The company incurred a loss from operations of $0.7 million in the second quarter of 2024, an improvement from a loss of $1.6 million in the same period of 2023[5]

[Report of Independent Registered Public Accounting Firm](index=3&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) [Opinion on the Consolidated Financial Statements](index=3&type=section&id=Opinion%20on%20the%20Consolidated%20Financial%20Statements) The independent auditor, HASKELL & WHITE LLP, issued an unqualified opinion, stating that the consolidated financial statements of FG Group Holdings Inc. for the years ended December 31, 2023, and 2022, are presented fairly in all material respects, in conformity with U.S. generally accepted accounting principles - The auditor's opinion on the financial statements is unqualified, indicating a fair presentation of the company's financial position and results of operations[5](index=5&type=chunk) [Emphasis of Matters](index=3&type=section&id=Emphasis%20of%20Matters) The auditor's report highlights three significant matters without modifying the opinion: the May 2023 separation of Strong Global Entertainment, Inc. into a standalone public company where the Company remains a majority shareholder; the classification of the Content Business (Strong Studios, Inc. and Unbounded Media Corporation) as discontinued operations; and the February 2024 merger where the Company became a wholly owned subsidiary of Fundamental Global Inc., leading to the deregistration of its common stock - Strong Global Entertainment, Inc. became a standalone public company in May 2023, but its financial results remain consolidated as the Company is the majority shareholder[6](index=6&type=chunk) - The company's Content Business, including Strong Studios and Unbounded Media, has been classified as discontinued operations for all periods presented[7](index=7&type=chunk) - On February 29, 2024, the Company completed a merger and became a wholly owned subsidiary of Fundamental Global Inc., subsequently filing to deregister its common stock with the SEC[8](index=8&type=chunk) [Critical Audit Matters](index=4&type=section&id=Critical%20Audit%20Matters) The audit identified two critical audit matters involving complex and subjective judgments: Revenue Recognition and Accounting for Equity Investments. Revenue recognition was complex due to contracts with non-standard terms and multiple performance obligations. Accounting for equity investments was challenging due to the significant judgment required to determine the level of influence and to value privately held entities - Critical Audit Matter 1: Revenue Recognition. This was challenging due to contracts with non-standard terms and multiple performance obligations, requiring significant judgment in identifying obligations, allocating transaction prices, and determining the timing of revenue recognition[14](index=14&type=chunk)[15](index=15&type=chunk) - Critical Audit Matter 2: Accounting for Equity Investments. This was challenging because equity investments are a material portion of total assets, and significant judgment is needed to determine the accounting method (fair value, equity, cost) and assess the valuation of private entities[17](index=17&type=chunk)[18](index=18&type=chunk) [Consolidated Financial Statements](index=6&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Balance Sheets](index=6&type=section&id=Consolidated%20Balance%20Sheets) As of December 31, 2023, total assets decreased to $62.1 million from $71.8 million in 2022, primarily due to a decline in equity holdings. Total liabilities remained stable at approximately $25.1 million. Total stockholders' equity decreased significantly from $46.7 million to $37.0 million, driven by a reduction in retained earnings and the recognition of a non-controlling interest Consolidated Balance Sheet Highlights (in thousands) | Account | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | **Total Assets** | **$62,143** | **$71,753** | | Cash and cash equivalents | $6,644 | $3,789 | | Equity holdings | $28,021 | $37,522 | | Assets of discontinued operations | $940 | $3,167 | | **Total Liabilities** | **$25,136** | **$25,055** | | Short-term debt | $4,732 | $2,510 | | Liabilities of discontinued operations | $1,392 | $1,805 | | **Total Stockholders' Equity** | **$37,007** | **$46,698** | | Retained earnings | $2,336 | $16,437 | | Equity attributable to non-controlling interest | $1,858 | $0 | [Consolidated Statements of Operations](index=7&type=section&id=Consolidated%20Statements%20of%20Operations) For the year ended December 31, 2023, the company reported a net loss of $14.6 million, a significant increase from the $7.2 million net loss in 2022. The wider loss was driven by a larger loss from operations, a $6.2 million unrealized loss on equity holdings, and a $4.9 million net loss from discontinued operations. Total net revenues increased to $43.3 million from $40.3 million year-over-year Consolidated Statement of Operations Highlights (in thousands, except per share data) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Total net revenues | $43,328 | $40,323 | | Gross profit | $11,564 | $10,832 | | Loss from operations | $(3,449) | $(1,805) | | Unrealized loss on equity holdings | $(6,176) | $(4,468) | | Net loss from continuing operations | $(9,781) | $(6,599) | | Net loss from discontinued operations | $(4,860) | $(555) | | **Net loss** | **$(14,641)** | **$(7,154)** | | Net loss attributable to FG Group Holdings | $(14,077) | $(7,154) | | **Total Basic & Diluted EPS** | **$(0.75)** | **$(0.37)** | [Consolidated Statements of Comprehensive Loss](index=8&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Loss) The comprehensive loss for 2023 was $14.1 million, compared to a comprehensive loss of $8.7 million in 2022. The 2023 figure includes the net loss of $14.6 million, partially offset by a positive currency translation adjustment of $0.6 million. In 2022, the comprehensive loss was exacerbated by a negative currency translation adjustment of $1.4 million Consolidated Comprehensive Loss (in thousands) | Item | 2023 | 2022 | | :--- | :--- | :--- | | Net loss | $(14,641) | $(7,154) | | Currency translation adjustment | $593 | $(1,370) | | Total other comprehensive income (loss) | $576 | $(1,510) | | **Comprehensive loss** | **$(14,065)** | **$(8,664)** | | Comprehensive loss attributable to FG Group Holdings | $(13,501) | $(8,664) | [Consolidated Statements of Stockholders' Equity](index=9&type=section&id=Consolidated%20Statements%20of%20Stockholders'%20Equity) Total stockholders' equity decreased from $46.7 million at the end of 2022 to $37.0 million at the end of 2023. The primary drivers of this decrease were the net loss of $14.1 million attributable to FG Group Holdings and the allocation of equity to a non-controlling interest following the Strong Global Entertainment IPO. The non-controlling interest was valued at $1.9 million at year-end 2023 Changes in Stockholders' Equity (in thousands) | Description | 2023 | 2022 | | :--- | :--- | :--- | | **Balance at Beginning of Year** | **$46,698** | **$52,277** | | Net loss attributable to FG Group Holdings | $(14,077) | $(7,154) | | IPO of Strong Global Entertainment, Inc. | $1,341 | - | | Non controlling interest allocation | $(1,894) | - | | Stock-based compensation expense | $1,605 | $652 | | **Balance at End of Year** | **$37,007** | **$46,698** | [Consolidated Statements of Cash Flows](index=11&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) The company's cash and cash equivalents increased by $2.9 million in 2023, ending the year at $6.6 million. This was a significant turnaround from 2022's $5.1 million decrease. The positive change was driven by $3.4 million in net cash from financing activities, primarily from the Strong Global Entertainment IPO and net borrowings, which offset cash used in operating ($0.2 million, including discontinued operations) and investing ($0.7 million) activities Consolidated Cash Flows (in thousands) | Cash Flow Activity | 2023 | 2022 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $156 | $(3,572) | | Net cash used in investing activities | $(695) | $(576) | | Net cash provided by (used in) financing activities | $3,383 | $(924) | | **Net increase (decrease) in cash** | **$2,855** | **$(5,092)** | | **Cash at end of year** | **$6,644** | **$3,789** | - Financing activities in 2023 were highlighted by **$2.4 million** in proceeds from the Strong Global Entertainment IPO and net borrowings of **$2.4 million** under a credit facility[36](index=36&type=chunk) [Notes to Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) [Note 1: Business Description and Basis of Presentation](index=13&type=section&id=1.%20Business%20Description%20and%20Basis%20of%20Presentation) FG Group Holdings Inc. is a holding company with primary investments in equity securities and real estate. A significant portion of its operations has been through its Strong Entertainment segment. In May 2023, Strong Global Entertainment became a separate public company, but its results remain consolidated as FG Group Holdings retains a majority stake (approx. 76% of Class A and 100% of Class B shares). The company also owns the Digital Ignition technology incubator - The company is a holding company with investments in public/private equity and real estate[38](index=38&type=chunk) - Following the May 2023 IPO of Strong Global Entertainment (SGE), FG Group Holdings remains the majority shareholder (**76%** of Class A, **100%** of Class B shares) and continues to consolidate SGE's financial results[39](index=39&type=chunk) [Note 3: Discontinued Operations](index=21&type=section&id=3.%20Discontinued%20Operations) As of December 31, 2023, the board of Strong Global Entertainment approved a plan to exit its content business, which includes Strong Studios and Unbounded Media. This move is intended to sharpen focus on core businesses and improve financial performance. The company recorded a loss on disposal of discontinued operations of $2.3 million in 2023. For the year, this segment generated a net loss of $4.9 million - The company is exiting its content business (Strong Studios and Unbounded) to focus on core operations and reduce costs[106](index=106&type=chunk) - A loss on disposal of discontinued operations of **$2.3 million** was recorded in 2023[110](index=110&type=chunk) Financials of Discontinued Operations (in thousands) | Line Item | 2023 | 2022 | | :--- | :--- | :--- | | Net revenues | $6,385 | $914 | | Loss from operations | $(4,858) | $(555) | | **Net loss from discontinued operations** | **$(4,860)** | **$(555)** | Assets and Liabilities of Discontinued Operations (in thousands) | Account | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Total assets of discontinued operations | $940 | $3,167 | | Total liabilities of discontinued operations | $1,392 | $1,805 | [Note 4: Acquisition of the Assets of Innovative Cinema Solutions](index=22&type=section&id=4.%20Acquisition%20of%20the%20Assets%20of%20Innovative%20Cinema%20Solutions) On November 3, 2023, the company's subsidiary, Strong Technical Services, Inc. (STS), acquired the assets of Innovative Cinema Solutions, LLC (ICS). The purchase price included $0.2 million in cash, $0.2 million in SGE common shares, and a $0.5 million promissory note. The fair value of the net assets acquired ($1.45 million) exceeded the purchase price, resulting in a bargain purchase gain of approximately $1.0 million - Acquired assets of Innovative Cinema Solutions (ICS) on November 3, 2023[115](index=115&type=chunk) - The acquisition resulted in a gain on bargain purchase of approximately **$1.0 million**, as the value of net assets acquired (**$1.45 million**) exceeded the purchase price[119](index=119&type=chunk) [Note 5: Revenue](index=23&type=section&id=5.%20Revenue) Total revenue from continuing operations increased to $43.3 million in 2023 from $40.3 million in 2022. The Strong Entertainment segment was the primary driver, contributing $42.6 million in 2023, up from $39.0 million in 2022. Growth was seen in screen system sales and field maintenance services. The majority of revenue ($36.5 million in 2023) is recognized at a point in time Revenue by Segment (in thousands) | Segment | 2023 | 2022 | | :--- | :--- | :--- | | Strong Entertainment | $42,616 | $38,953 | | Other | $712 | $1,370 | | **Total** | **$43,328** | **$40,323** | Strong Entertainment Revenue Breakdown (in thousands) | Revenue Source | 2023 | 2022 | | :--- | :--- | :--- | | Screen system sales | $14,925 | $13,923 | | Digital equipment sales | $12,937 | $13,245 | | Field maintenance and monitoring services | $7,808 | $6,797 | | Installation services | $3,508 | $1,889 | [Note 8: Equity Holdings](index=25&type=section&id=8.%20Equity%20Holdings) Total equity holdings decreased to $28.0 million at year-end 2023 from $37.5 million in 2022. The portfolio consists of an equity method holding in FG Financial Holdings, LLC ($4.6M), a fair value holding in GreenFirst Forest Products Inc. ($10.6M), and a cost method holding in Firefly Systems, Inc. ($12.9M). The company recorded an unrealized loss of $6.2 million on its GreenFirst holding and an equity method loss of $3.3 million from its FGF Holdings investment in 2023 Summary of Equity Holdings (in thousands) | Holding | Accounting Method | Carrying Amount 2023 | Carrying Amount 2022 | | :--- | :--- | :--- | :--- | | FG Financial Holdings, LLC | Equity Method | $4,571 | $7,832 | | GreenFirst Forest Products Inc. | Fair Value Method | $10,552 | $16,792 | | Firefly Systems, Inc. | Cost Method | $12,898 | $12,898 | | **Total Equity Holdings** | | **$28,021** | **$37,522** | - Recorded an unrealized loss of **$6.2 million** on the GreenFirst holding in 2023, compared to a **$4.5 million** loss in 2022[137](index=137&type=chunk) - Recorded an equity method loss of **$3.3 million** from FGF Holdings in 2023, a reversal from the **$3.0 million** income in 2022[134](index=134&type=chunk) [Note 11: Income Taxes](index=27&type=section&id=11.%20Income%20Taxes) The company recorded an income tax benefit of $0.7 million in 2023, compared to an expense of $0.5 million in 2022, despite pre-tax losses in both years. The 2023 benefit was primarily driven by changes in the valuation allowance and deferred tax adjustments. As of December 31, 2023, the company had federal net operating loss carryforwards of approximately $8.8 million and maintained a valuation allowance of $11.5 million against its U.S. deferred tax assets - A valuation allowance of **$11.5 million** was recorded against U.S. deferred tax assets as of Dec 31, 2023, as realization is not more likely than not[145](index=145&type=chunk) - The company has gross federal net operating loss (NOL) carryforwards of approximately **$8.8 million** as of Dec 31, 2023, down from **$19.7 million** in 2022[152](index=152&type=chunk) - The Separation and IPO of Strong Global Entertainment resulted in a recognized gain of **$11.1 million** under Section 367 of the Internal Revenue Code, which was fully offset by NOL carryforwards[151](index=151&type=chunk) [Note 12: Debt](index=29&type=section&id=12.%20Debt) Total debt, including short-term and long-term portions, increased to $10.2 million in 2023 from $7.8 million in 2022. The increase was mainly due to borrowings of $2.4 million under the Strong/MDI revolving credit facility. The debt portfolio includes installment loans, a building loan for the Digital Ignition facility, and a promissory note related to the ICS acquisition Debt Summary (in thousands) | Debt Category | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Total short-term debt | $4,748 | $2,510 | | Total long-term debt | $5,497 | $5,267 | | **Total Debt** | **$10,245** | **$7,777** | - In January 2023, Strong/MDI entered into a new credit agreement with CIBC, including a revolving line of credit up to **CAD$5.0 million**. As of Dec 31, 2023, **CAD$3.2 million** (approx. **$2.4 million**) was outstanding[160](index=160&type=chunk) [Note 16: Commitments, Contingencies and Concentrations](index=34&type=section&id=16.%20Commitments,%20Contingencies%20and%20Concentrations) The company faces significant customer concentration risk, with its top ten customers accounting for 48% of 2023 consolidated net revenues. It is also a defendant in asbestos-related personal injury lawsuits, for which it maintains a loss contingency reserve of $0.3 million. In 2023, the company received a $2.5 million claim from a key man life insurance policy, which was recorded as other income - Significant customer concentration exists, with the top ten customers representing **48%** of 2023 net revenues[186](index=186&type=chunk) - The company is involved in asbestos-related litigation and has a loss contingency reserve of approximately **$0.3 million** as of December 31, 2023[191](index=191&type=chunk) - A gain of **$2.5 million** from a key man life insurance policy was recognized in the fourth quarter of 2023[192](index=192&type=chunk) [Note 17: Business Segment Information](index=36&type=section&id=17.%20Business%20Segment%20Information) The company's operations are primarily conducted through the Strong Entertainment segment, which generated $42.6 million in net revenues and $10.6 million in gross profit in 2023. Geographically, the United States is the largest market, accounting for $36.8 million in revenue and holding $33.5 million in identifiable assets at year-end 2023 Segment Performance (in thousands) | Segment | Net Revenues 2023 | Gross Profit 2023 | Operating Income (Loss) 2023 | | :--- | :--- | :--- | :--- | | Strong Entertainment | $42,616 | $10,577 | $1,016 | | Other | $712 | $987 | $(445) | | Unallocated Admin | - | - | $(4,020) | | **Total** | **$43,328** | **$11,564** | **$(3,449)** | Geographical Information (in thousands) | Region | Net Revenues 2023 | Identifiable Assets 2023 | | :--- | :--- | :--- | | United States | $36,822 | $33,518 | | Canada | $1,192 | $28,625 | | Europe | $1,450 | - | | Asia (excluding China) | $2,265 | - | | **Total** | **$43,328** | **$62,143** | [Note 18: Subsequent Events](index=38&type=section&id=18.%20Subsequent%20Events) Several major corporate events occurred after the reporting period. On February 29, 2024, the company merged with FG Financial Group, Inc. (now Fundamental Global Inc.) and became a wholly owned subsidiary, leading to the deregistration of its stock. On April 16, 2024, it sold its Digital Ignition building for $6.5 million. On May 3, 2024, it entered an agreement to sell its subsidiary Strong/MDI to FG Acquisition Corp. for a pre-money valuation of $30 million - On Feb 29, 2024, the company merged with FG Financial Group, Inc. (now Fundamental Global Inc.) and became a wholly owned subsidiary, delisting its stock[199](index=199&type=chunk) - On April 16, 2024, the company sold its Digital Ignition building for **$6.5 million**, receiving approximately **$1.3 million** in net cash proceeds[200](index=200&type=chunk) - On May 3, 2024, the company agreed to sell its subsidiary Strong/MDI to FG Acquisition Corp. in a transaction valuing Strong/MDI at **$30 million**[201](index=201&type=chunk)[202](index=202&type=chunk)

Mooresville, NC, May 31, 2024 (GLOBE NEWSWIRE) -- Subsidiaries of Fundamental Global Inc. (NASDAQ:FGF, FGFPP))) (the "Company" or "Fundamental Global") and Strong Global Entertainment, Inc. (NYSE:SGE) ("Strong Global Entertainment") have entered into a definitive arrangement agreement and plan of arrangement to combine the companies in an all-stock transaction. Upon completion of the arrangement, the stockholders of Strong Global Entertainment will receive 1.5 common shares of Fundamental Global for each sh ...

Core Viewpoint - Fundamental Global Inc. reported its first quarter results for 2024, highlighting the impact of the merger with FG Group Holdings and the strategic focus on simplifying operations and enhancing growth in high-return businesses [1][2]. Financial Performance - Revenue for the first quarter of 2024 increased by $2.1 million, or 31.6%, reaching $8.6 million, driven by Strong Entertainment's performance and improved investment results [4]. - Total expenses rose by $3.9 million, or 36.3%, to $14.6 million, attributed to increased costs in the entertainment sector and additional expenses from the merger [5]. - The net loss from continuing operations was $4.3 million, or ($0.26) per share, compared to a loss of $3.8 million, or ($0.42) per share, in the same period of 2023 [6][15]. Balance Sheet Highlights - As of March 31, 2024, total assets amounted to $110.3 million, an increase of $48.1 million from December 31, 2023, with investment holdings totaling $49.1 million [7]. - Total stockholders' equity reached $66.4 million, reflecting an increase of $29.6 million from the end of 2023, indicating enhanced scale post-merger [8]. Strategic Initiatives - The company sold its Digital Ignition business in April 2024, which is expected to reduce debt and overhead costs [2]. - A planned combination of Strong/MDI Screen Systems with FG Acquisition Corp. aims to create a new investment platform, Saltire Inc., in Canada, potentially unlocking value from the investment in Strong/MDI [2].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36366 Fundamental Global Inc. (Exact name of registrant as specified in its charter) Washington, D.C. 20549 FORM 10-Q (Mark One) Nevada 46-1119100 (State or other jurisdiction of incorporation or organizat ...