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FG Financial (FGF) - 2022 Q1 - Quarterly Report
2022-05-15 16:00
Financial Performance - The company reported a net loss of $3.8 million for the three months ended March 31, 2022[195]. - The net loss from continuing operations for Q1 2022 was $3.8 million, compared to a loss of $0.1 million in Q1 2021[208]. - Net premiums earned for Q1 2022 were approximately $2.5 million, compared to $0.2 million in Q1 2021, reflecting a significant increase[196]. - Net investment loss for Q1 2022 was approximately $2.3 million, a decline from a net income of $1.85 million in Q1 2021[199]. - Net losses and loss adjustment expenses for Q1 2022 were $1.5 million, up from $0.1 million in Q1 2021, indicating increased claims[201]. - General and administrative expenses decreased to $1.7 million in Q1 2022 from $2.0 million in Q1 2021, primarily due to one-time fees in the prior year[202]. Shareholder Equity and Stock Transactions - The total shareholders' equity attributable to FG Financial Group, Inc. decreased to $29.8 million as of March 31, 2022, down from $34.0 million as of January 1, 2022[195]. - The company completed a public offering of 194,580 shares of 8.00% Cumulative Preferred Stock, Series A, for net proceeds of approximately $4.2 million, bringing total Series A shares outstanding to 894,580 as of March 31, 2022[188]. - In Q4 2021, the company sold 750,000 shares of common stock at $4.00 per share, generating net proceeds of approximately $2.5 million, and completed a rights offering for 691,735 shares, raising approximately $2.7 million[192]. - As of March 31, 2022, the company had 6,528,001 common shares outstanding, an increase from 6,497,205 shares as of January 1, 2022[195]. Cash Flow and Investments - Cash and cash equivalents at the end of Q1 2022 were $8.5 million, down from $8.8 million at the end of Q1 2021[212]. - Net cash used by operating activities in Q1 2022 was approximately $1.0 million, driven by a net loss and adjustments related to unrealized gains[212]. - Net cash used by investing activities in Q1 2022 was $5.6 million, primarily for increased investment in the Fund for mergers and acquisitions[213]. - The company recorded a cash dividend of approximately $447,000 on Series A Preferred Shares in Q1 2022[213]. Reinsurance and Investment Strategy - The company focuses on opportunistic collateralized and loss-capped reinsurance, while also investing in SPAC and SPAC sponsor-related businesses[165]. - As of March 31, 2022, reinsurance balances receivable were $3.8 million, a slight decrease from $3.9 million as of December 31, 2021[182]. - The company has a significant investment in FedNat Holding Company, holding 790,371 shares as of March 31, 2022, with restrictions on voting and transfer until December 2024[167]. Risks and Uncertainties - The company has been impacted by the COVID-19 pandemic, which has created uncertainty in financial estimates and assumptions[170]. - The company is subject to various risks, including those related to the reinsurance industry and investment strategies, which may affect future performance[164]. Deferred Tax Assets - As of March 31, 2022, the company has gross deferred tax assets of approximately $6.6 million, with a valuation allowance resulting in a net deferred income tax asset of $0[207].
FG Financial (FGF) - 2021 Q4 - Annual Report
2022-03-29 16:00
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Common Stock, par value $0.001 per share FGF The Nasdaq Stock Market LLC 8.00% Cumulative Preferred Stock, Series A, par value $25.00 per share FGFPP The Nasdaq Stock Market LLC FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTIO ...
FG Financial (FGF) - 2021 Q3 - Quarterly Report
2021-11-14 16:00
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2021 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36366 FG Financial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 46-1119100 (State or other jurisdiction of incorporation or or ...
FG Financial (FGF) - 2021 Q2 - Quarterly Report
2021-08-15 16:00
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2021 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | --- | --- | |---------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------- ...
FG Financial (FGF) - 2021 Q1 - Quarterly Report
2021-05-13 16:00
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller Reporting Company [X] Emerging Growth Company [ ] FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUA ...
FG Financial (FGF) - 2020 Q4 - Annual Report
2021-03-17 16:00
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Common Stock, par value $0.001 per share FGF The Nasdaq Stock Market LLC 8.00% Cumulative Preferred Stock, Series A, par value $25.00 per share FGFPP The Nasdaq Stock Market LLC FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or [ ] TRANSITION REPORT PURSUANT TO SE ...
FG Financial (FGF) - 2020 Q3 - Quarterly Report
2020-11-16 22:02
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.001 par value per share PIH The Nasdaq Stock Market LLC 8.00% Cumulative Preferred Stock, Series A, $25.00 par value per sharePIHPP The Nasdaq Stock Market LLC Large accelerated filer [ ] Accelerated filer [ ]Non-accelerated filer [X] Smaller Reporting Company [X] Emerging Growth Company [ ] FORM 10-Q (Mark One) [X]QUARTERLY REPORT PURSUANT ...
FG Financial (FGF) - 2020 Q2 - Quarterly Report
2020-08-14 12:30
PART I. FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) The company reported a significant net loss for the first half of 2020, primarily due to unrealized losses on equity investments, with total assets decreasing [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) As of June 30, 2020, total assets were **$51.8 million**, a decrease from **$63.5 million** at December 31, 2019, primarily due to a significant drop in the fair value of equity securities, leading to a decrease in shareholders' equity Consolidated Balance Sheet Highlights ($ in thousands) | Account | June 30, 2020 | December 31, 2019 | | :--- | :--- | :--- | | **Total Assets** | **$51,821** | **$63,454** | | Equity securities, at fair value | $19,628 | $29,487 | | Cash and cash equivalents | $25,638 | $28,509 | | **Total Liabilities** | **$370** | **$539** | | **Total Shareholders' Equity** | **$51,451** | **$62,915** | [Consolidated Statements of Operations and Comprehensive Income (Loss)](index=5&type=section&id=Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20%28Loss%29) For the six months ended June 30, 2020, the company reported a net loss from continuing operations of **$10.9 million**, primarily driven by a **$9.3 million** net investment loss from unrealized losses on equity securities Statement of Operations Summary ($ in thousands, except per share data) | Metric | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :--- | :--- | :--- | | Total Revenue | $(9,223) | $734 | | Net Investment Income (Loss) | $(9,277) | $734 | | General & Administrative Expenses | $2,310 | $1,641 | | **Net Loss from Continuing Operations** | **$(10,868)** | **$(757)** | | Net Loss from Discontinued Operations | $– | $(3,677) | | **Net Loss** | **$(10,868)** | **$(4,434)** | | **Loss Per Share (Continuing)** | **$(1.91)** | **$(0.24)** | [Consolidated Statement of Cash Flows](index=7&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2020, net cash used in operating activities was **$2.3 million**, a significant shift from the prior-year period, resulting in a **$2.9 million** decrease in cash and cash equivalents Cash Flow Summary ($ in thousands) | Activity | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :--- | :--- | :--- | | Net cash provided (used) by operating activities | $(2,262) | $19 | | Net cash provided by investing activities | $91 | $2,663 | | Net cash used by financing activities | $(700) | $(721) | | **Net (decrease) increase in cash** | **$(2,871)** | **$1,961** | | **Cash at end of period** | **$25,638** | **$32,863** | [Notes to Financial Statements](index=8&type=section&id=Notes%20to%20Financial%20Statements) The notes detail the company's transformation into a holding company focused on reinsurance, investment management, and real estate following the December 2019 sale of its insurance business - On December 2, 2019, the company completed the sale of its insurance subsidiaries (the "Maison Business") to FedNat Holding Company for **$51.0 million**, consisting of **$25.5 million** in cash and **$25.5 million** in FedNat common stock[19](index=19&type=chunk)[20](index=20&type=chunk) - The company is implementing a new business plan to operate as a diversified holding company named "Fundamental Global Financial Corporation" (FGFC), focusing on insurance (reinsurance), asset management, and real estate[30](index=30&type=chunk) - The company formed a reinsurance subsidiary, Fundamental Global Reinsurance Ltd. ("FGRe"), in the Cayman Islands, capitalized with **$5.0 million** in July 2020[31](index=31&type=chunk) - The company entered into a Shared Services Agreement with an affiliate of its largest shareholder, FGI, to provide management services for a quarterly fee of **$456 thousand**[119](index=119&type=chunk)[141](index=141&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses the company's transition to a diversified holding company, highlighting decreased assets due to investment losses, a significant net loss, and strong liquidity from the Asset Sale proceeds [Overview and Business Strategy](index=32&type=section&id=MD%26A_Overview) Following the sale of its insurance operations, the company is repositioning as a diversified holding company, focusing on specialty reinsurance, asset management, and real estate acquisitions - The company completed the sale of its Maison Business to FedNat on December 2, 2019, for **$51 million** in cash and stock[157](index=157&type=chunk)[158](index=158&type=chunk) - The company is implementing a new business plan to operate as a diversified holding company focusing on three primary avenues: insurance, asset management, and real estate[169](index=169&type=chunk) - A wholly-owned reinsurance subsidiary, Fundamental Global Reinsurance Ltd. (FGRe), has been formed and licensed in the Cayman Islands[170](index=170&type=chunk) [Analysis of Financial Condition](index=37&type=section&id=MD%26A_Financial_Condition) The company's financial condition as of June 30, 2020, is characterized by a decrease in total investments to **$23.6 million** due to a decline in FedNat stock value, and a corresponding drop in shareholders' equity Investment Portfolio ($ in thousands) | Type of Investment | Carrying Amount (June 30, 2020) | Carrying Amount (Dec 31, 2019) | | :--- | :--- | :--- | | FedNat common stock | $19,628 | $29,487 | | Limited liability investments | $4,009 | $4,005 | | **Total investments** | **$23,637** | **$33,492** | - As of June 30, 2020, the company had gross deferred tax assets of **$2,004 thousand** but recorded a full valuation allowance against them due to uncertainty about future realization[207](index=207&type=chunk) - Shareholders' equity decreased by **$11.5 million** during the first six months of 2020, primarily due to a net loss of **$10.9 million** and payment of **$0.7 million** in preferred dividends[229](index=229&type=chunk) [Results of Operations](index=42&type=section&id=MD%26A_Results_of_Operations) For the six months ended June 30, 2020, the company's net loss from continuing operations was **$10.9 million**, primarily due to a **$9.3 million** net investment loss from unrealized losses on FedNat stock Net Investment Income (Loss) Components ($ in thousands) | Component | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :--- | :--- | :--- | | Unrealized holding loss on FNHC common stock | $(9,858) | $– | | Dividend income from FNHC common stock | $319 | $– | | Interest on surplus notes issued by Maison | $– | $913 | | **Total Net Investment Income (Loss)** | **$(9,277)** | **$734** | - General and administrative expenses increased to **$2.3 million** for the first six months of 2020 from **$1.6 million** in 2019, primarily due to a **$456 thousand** quarterly fee under the Shared Services Agreement and costs no longer being part of discontinued operations[235](index=235&type=chunk) [Liquidity and Capital Resources](index=44&type=section&id=MD%26A_Liquidity_and_Capital_Resources) The company's liquidity is primarily sourced from **$24.8 million** in net cash proceeds from the Asset Sale, with cash and cash equivalents at **$25.6 million** as of June 30, 2020 - The company received net cash proceeds of **$24.8 million** from the Asset Sale transaction[250](index=250&type=chunk) Summary of Cash Flows ($ in thousands) | Activity | Six Months Ended June 30, 2020 | | :--- | :--- | | Net cash used by operating activities | $(2,262) | | Net cash provided by investing activities | $91 | | Net cash used by financing activities | $(700) | | **Net decrease in cash** | **$(2,871)** | [Quantitative and Qualitative Disclosures About Market Risk](index=47&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This section is not applicable for the reporting period - The company has indicated that this item is not applicable[254](index=254&type=chunk) [Controls and Procedures](index=47&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2020, with no material changes to internal control over financial reporting - The principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures were effective as of June 30, 2020[255](index=255&type=chunk) - No changes in internal control over financial reporting occurred during the quarter ended June 30, 2020, that materially affected, or are reasonably likely to materially affect, internal controls[256](index=256&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=47&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company is involved in legal proceedings and litigation in the ordinary course of business, with unpredictable outcomes - The company is involved in legal proceedings and litigation arising in the ordinary course of business, but it is not possible to predict the outcomes[257](index=257&type=chunk) [Risk Factors](index=47&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company's risks, exacerbated by the COVID-19 pandemic, include adverse global economic conditions and significant losses on its FedNat common stock investment - Risks identified in the 2019 Form 10-K are, and will be further, exacerbated by the impact of the COVID-19 pandemic[258](index=258&type=chunk) - The COVID-19 pandemic has adversely affected the business and could continue to do so, particularly through significant losses in the value of its investment in FedNat common stock[263](index=263&type=chunk) - The full impact of the COVID-19 pandemic on future results is difficult to predict due to its dynamic nature and the uncertainty of economic recovery[264](index=264&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=48&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) There were no unregistered sales of equity securities during the period - None[265](index=265&type=chunk) [Exhibits](index=49&type=section&id=ITEM%206.%20EXHIBITS) This section lists the exhibits filed with the report, including corporate governance documents, a new consulting agreement, and officer certifications
FG Financial (FGF) - 2020 Q1 - Quarterly Report
2020-05-14 20:02
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.001 par value per share PIH The Nasdaq Stock Market LLC 8.00% Cumulative Preferred Stock, Series A, $25.00 par value per share PIHPP The Nasdaq Stock Market LLC Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X] Smaller Reporting Company [X] Emerging Growth Company [ ] FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUA ...
FG Financial (FGF) - 2019 Q4 - Annual Report
2020-03-30 20:07
Business Sale and Transition - The company completed the sale of its Maison Business to FedNat Holding Company for a total consideration of $51.0 million, consisting of $25.5 million in cash and $25.5 million in FedNat's common stock[121][122]. - Following the sale, the company plans to operate as a diversified holding company focusing on reinsurance and investment management, with a proposed name change to "Fundamental Global Financial Corporation" pending stockholder approval[123]. - The company has classified the operations of Maison, MMI, and ClaimCor as discontinued operations in its financial statements due to the sale completed on December 2, 2019[147]. - The company completed the sale of its three former wholly-owned subsidiaries on December 2, 2019, classifying the Maison Business as discontinued operations[199]. - The pre-tax gain on the sale of the Maison Business was $9,083, with a net gain of $7,066 after tax[200]. - Total cash consideration received from the sale of the Maison Business amounted to $25,500, with additional cash of $18,728 for surplus notes repayment[211]. - The company incurred total pre-tax reductions of $41,917 related to the sale of the Maison Business[200]. Financial Performance - Net income for the year ended December 31, 2019, was $311, compared to $804 in 2018, reflecting a decrease of 61.2%[202]. - The net loss from discontinued operations for 2019 was $2,072, contrasting with a gain of $2,078 in 2018[202]. - Diluted earnings per share from continuing operations for 2019 were $0.16, compared to a loss of $0.40 in 2018[202]. - The company had a net loss attributable to common shareholders of $0.18 per share in 2019, compared to a loss of $0.05 per share in 2018[202]. Tax and Deferred Tax - As of December 31, 2019, the company reported a net deferred tax liability of $106, with no valuation allowance established for deferred tax assets[138]. - The company's net deferred tax asset decreased from $265 million in 2018 to a net deferred liability of $106 million in 2019, primarily due to the sale of the Maison Business[164]. - Current income taxes recoverable increased to $1,265 million as of December 31, 2019, compared to a payable of $932 million in 2018[163]. - The company recorded an income tax expense of $267 for the year ended December 31, 2019, compared to an income tax benefit of $(518) in 2018[197]. Investments and Securities - The company has significant ownership interests, with KFSI and affiliates holding approximately 20% and Fundamental Global Investors, LLC holding about 45% of outstanding shares as of December 31, 2019[120]. - The estimated fair value of the company's 1,773,102 shares of FedNat common stock was $20,320 million as of March 26, 2020[152]. - As of December 31, 2019, the company held $33,492 million in total equity securities, a decrease from $82,560 million in 2018, reflecting a shift in investment strategy[154]. - The carrying amount of FNHC common stock was $29,487 million as of December 31, 2019, representing 88.0% of total equity securities[154]. - The company has recorded critical accounting estimates related to loss reserves and the valuation of securities, which could impact reported financial results[129]. - The company’s fixed income and equity securities are recorded at fair value, and any changes in estimated fair value could affect unrealized gains or losses[131]. - The company recorded a write-down of $215 million for an other-than-temporary impairment on a single equity investment for the year ended December 31, 2018, with no write-downs for 2019[161]. Cash Flow and Liquidity - The company reported a net cash outflow from operating activities of $20,638 for the year ended December 31, 2019, compared to an inflow of $24,794 in 2018[214]. - Cash and cash equivalents at the end of the period were $28,509, down from $30,902 at the end of 2018[214]. - The company had a total potential commitment of $935 million related to limited liability investments, with approximately $776 million drawn down as of December 31, 2019[155]. - The company received profit distributions of $91 million from its limited liability investments for the year ended December 31, 2019[155]. Expenses and Dividends - General and administrative expenses increased by $1,331 to $2,476 for the year ended December 31, 2019, compared to $1,145 in 2018[193]. - The company declared dividends totaling $1,400 for the Series A Preferred Stock for the year ended December 31, 2019, compared to $1,108 in 2018[183]. - The Series A Preferred Stock has a cumulative dividend rate of 8.00% per annum, equating to $2.00 per share per year[183]. COVID-19 Impact - The company is actively monitoring the impact of the COVID-19 pandemic on its operations, although it does not anticipate any material impact at this time[126][128]. Corporate Governance - The company intends to change its ticker symbols to "FGI" for common stock and "FGIPP" for preferred stock following the name change[123]. - The company has entered into an Investment Advisory Agreement with an annual fee of $100 to provide investment advisory services[181]. - The company increased its non-revolving line of credit to $17,000 as of November 29, 2019[210].